M&A Transactions

SPIRIT REALTY CAPITAL, INC. underwent a change of control involving Realty Income Corporation (closed 2024-01-23).

“☐ Introductory Note This Current Report on Form 8-K is being filed in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated October 29, 2023 (the “Merger Agreement”), by and among Realty Income Corporation (“Realty Income”), Saints MD Subsidiary, Inc., a Maryland corporation (“Merger Sub”) and Spirit Realty Capital, Inc., a Maryland corporation (“Spirit”).”

Prairie Operating Co. completed a disposition involving Matthew Austin Lerman for $1.0 million in cash and $1.0 million in deferred cash payments (closed 2024-01-23).

“the Company sold all of its cryptocurrency miners (the “Mining Equipment”) to Buyer (the “Asset Sale”) for consideration consisting of (i) $1.0 million in cash and (ii) $1.0 million in deferred cash payments, to be paid out of (i) 20% of the monthly revenues received by Buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals $250,000 and (ii) thereafter, 50% of the monthly revenues received by Buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals the Deferred Purchase Price, plus accrued interest. The Asset Sale closed on January 23, 2024, simultaneously with the execution of the Purchase Agreement.”

SharpLink Gaming Ltd. completed a disposition involving RSports Interactive, Inc. for $22,500,000 in an all cash transaction (closed 2024-01-18).

“The PA contemplates the sale of the Company’s Fantasy Sports and Sports Game Development business units to the Buyer, by selling all of the issued and outstanding shares of common stock or membership interests of the Targets and the Acquired Subsidiaries (as defined below) for $22,500,000 in an all cash transaction (the “Equity Sale”).”

ATAI Life Sciences N.V. completed an acquisition involving Beckley Psytech Limited for total purchase price of US $10,000,000.37 (closed 2024-01-18).

“On January 18, 2024, pursuant to the SSA, the Company entered into a Share Purchase Deed (the “Secondary Sale SPA”), pursuant to which the Company acquired a total of 11,153,246 additional shares of BPL from certain existing shareholders of BPL, for a total purchase price of US $10,000,000.37”

Mirati Therapeutics, Inc. underwent a change of control involving Bristol-Myers Squibb Company for $58.00 per share in cash plus one contingent value right representing the right to receive $12.00 in cash (closed 2024-01-23).

“2023, with Bristol-Myers Squibb Company, a Delaware corporation (“BMS”), and Vineyard Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BMS (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of BMS .”

TREX WIND-DOWN, INC. completed a disposition involving LEO Pharma A/S for $14.35 million (closed 2024-01-22).

“Agreement. the Debtors agreed to sell substantially all of the assets of the Company and its subsidiaries, including TMB-001, to LEO (the “Asset Sale”), for a purchase price of $14.35 million (the “Purchase Price”) plus the assumption of certain liabilities, subject to approval by the Bankruptcy Court and other agreed-upon conditions. On January 22, 2024, the”

ACACIA RESEARCH CORP completed a disposition involving RTW Biotech Opportunities Operating Ltd for US$57,078,670.12 in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP) (closed 2024-01-19).

“On January 19, 2024, Acacia Research Corporation (the “Company”) completed the sale of its 33,023,210 shares of Arix Bioscience PLC (“Arix”) to RTW Biotech Opportunities Operating Ltd, a subsidiary of RTW Biotech Opportunities Limited, for US$57,078,670.12 in aggregate (representing £1.43 per share at an exchange rate of 1.2087 USD/GBP).”

Invitae Corp completed a disposition involving Natera, Inc. for $10.0 million (closed 2024-01-17).

“certain Invitae employees engaged in the reproductive health category. In consideration for the purchased assets, Natera (i) has made an upfront payment in cash in the amount of $10.0 million to Invitae and (ii) will make additional payments up to $42.5 million, which amount, if any, includes (a) the payment of cash and/or providing litigation-related credits in”

NEWMARKET CORP completed an acquisition involving Coyote Ultimate Holdings, LLC for approximately $700 million (closed 2024-01-16).

“to the Securities Purchase Agreement entered into by the Company, Coyote and Holdings on December 1, 2023 (the “Purchase Agreement”). The Company satisfied the approximately $700 million purchase price with cash on hand and borrowings of approximately $690 million under its existing revolving credit facility. AMPAC is the leading North American manufacturer of”

New Horizon Aircraft Ltd. underwent a change of control involving Horizon Aircraft (Robinson Aircraft, Ltd. d/b/a Horizon Aircraft) for Exchange Consideration was approximately $99 million (closed 2024-01-12).

“by reference. Pursuant to the terms of the BCA, the total consideration for the Business Combination and related transactions (the “ Exchange Consideration ”) was approximately $99 million. In connection with the Special Meeting, holders of 9,852,558 Pono Class A ordinary shares sold in its initial public offering exercised their right to redeem those shares for”

GD Culture Group Ltd completed an acquisition involving Beijing Hehe Property Management Co., Ltd. for 400,000 shares of common stock of the Company, valued at $2.7820 per share (closed 2024-01-11).

“Venture. Pursuant to the Agreement, Shanghai Highlight agreed to purchase the 13.3333% equity interest in the Joint Venture from Beijing Hehe and the Company agreed to issue 400,000 shares of common stock of the Company (the “Shares”), valued at $2.7820 per share, to Beijing Hehe or its assigns. On January 11, 2024, the Company issued the Shares and the”

HALLMARK VENTURE GROUP, INC. underwent a change of control involving Aurum International Ltd..

“the Series A preferred shares that represent 95% of the controlling vote of the Company have been pledged to Aurum subject to the Closing of the Change of Control Agreement”

Lowell Farms Inc. completed a disposition involving Tinhouse, LLC for Surrender of possession of real property; Landlord claims damages of more than $36 million based on accelerated rent, attorney's fees, improvements, and other c (closed 2024-01-12).

“ubsidiary of the Company, surrendered possession of approximately 10 acres of real property at 139 Zabala Road, Salinas, California (the “Zabala Road Property”) leased by Cypress pursuant to a Lease Agreement dated April 1, 2017 (the “Zabala Road Lease”) with Tinhouse, LLC, dba Tinhouse Partners, LLC, as landlord (the “Landlord”). Prior to vacating the premises on January 12, 2024, the Company had operated a cultivation facility, which includes four greenhouses totaling approximately 255,000 square feet, on the Zabala Road Property.”

BALLY, CORP. underwent a change of control involving Kaichen Zheng, Shitong Li, Yilan Chen, Huanan Xu, Baodong Shen, Nini Liu, Shaobo He and Mingsen Liu for $293,928 in cash (closed 2024-01-12).

“Zheng, Shitong Li, Yilan Chen, Huanan Xu, Baodong Shen, Nini Liu, Shaobo He and Mingsen Liu (collectively, the “Buyers”) (the “Sale”). The Buyers paid a total consideration of $293,928 in cash from their personal funds. Following consummation of the Sale, the Buyers collectively own 99.5% of the Company’s outstanding voting securities, resulting in a change in”

Bluegreen Vacations Holding Corp underwent a change of control involving Hilton Grand Vacations Inc. for $75.00 in cash (closed 2024-01-17).

“the merger contemplated by the Merger Agreement (the “Merger”) was completed whereby, in accordance with the terms of the Merger Agreement, (i) Merger Sub merged with and into the Company, with the Company continuing as the surviving company of the Merger and becoming an indirect wholly-owned subsidiary of HGV, and (ii) each share of Class A Common Stock and Class B Common Stock of the Company outstanding at the effective time of the Merger (including each share subject to a restricted stock award outstanding at the effective time of the Merger) was canceled and converted into the right to receive $75.00 in cash”

PHOENIX MOTOR INC. completed an acquisition involving Proterra, Inc. and its subsidiary, Proterra Operating Company, Inc. for $3.5 million (closed 2024-01-11).

“On January 11, 2024, the Company completed the acquisition of the Proterra Transit Business Unit for a purchase price of $3.5 million.”

ALPINE 4 HOLDINGS, INC. completed a disposition involving Bright-MSM Newco, Inc. for $1,577,488.97 (closed 2024-01-12).

“periods prior to the closing). Purchase Price Received by the Company Pursuant to the Agreement, the consideration paid by Bright for the Assets (the “Purchase Price”) was (a) $1,577,488.97, and (b) the assumption of the Assumed Liabilities. At the closing, Bright agreed to pay off certain obligations of the Sellers, and retained $157,748.90 as a “Holdback Amount”

Aravive, Inc. completed a disposition involving Aravive (assignment for the benefit of creditors), LLC (closed 2024-01-17).

“y’s assets through an assignment for the benefit of creditors was in the best interest of the Company, and (ii) authorized the Company to enter into a general assignment for the benefit of creditors (the “Assignment Agreement”), by and between the Company and Aravive (assignment for the benefit of creditors), LLC, a California limited liability company (the “Assignee”), which provides for the transfer of all or substantially all of the Company’s assets to the Assignee (the “Assignment”).”

NextTrip, Inc. completed a disposition involving Divergent Technologies, Inc. for $1,626,242 purchase price, resulting in net proceeds of $1,533,563 after reimbursement of certain legal fees (closed 2024-01-12).

“On January 12, 2024, Sigma Additive Solutions, Inc. (“we,” “us,” “our,” “Sigma” or the “company”) completed the sale of assets consisting primarily of patents, software code and other intellectual property to Divergent Technologies, Inc., or Divergent, for a purchase price of $1,626,242, resulting in net proceeds to the Company of $1,533,563, after reimbursement by the Company of certain of Divergent’s legal fees.”

BLUM HOLDINGS, INC. underwent a change of control for all of the issued and outstanding shares of UNRV’s common stock...were converted automatically on a one-for-one basis into shares of Blüm’s common stock (closed 2024-01-12).

“On January 12, 2024, Unrivaled Brands, Inc., a Nevada corporation (“ UNRV ”) completed its previously announced reorganization merger pursuant to an Agreement and Plan of Merger, dated October 9, 2023”

Frequency Holdings, Inc completed a disposition involving Mid Penn Bank for cancelling two loans with a combined balance of $1,191,207.05 (closed 2024-01-09).

“On January 9, 2024, Yuengling’s Ice Cream Corporation executed an Assignment of Assets for Cancellation of Debt Agreement with Mid Penn Bank to return its ice cream-related assets in exchange for the bank cancelling two loans with a combined balance of $1,191,207.05.”

Vistance Networks, Inc. completed a disposition involving Vantiva SA for 134,704,669 shares of Vantiva common stock, representing a 24.73% equity stake in Vantiva (determined on a fully diluted basis) and $250,465 in cash (closed 2024-01-09).

“to the Purchase Agreement (the "Purchase Agreement"), dated as of December 7, 2023. Pursuant to the Purchase Agreement, Vantiva acquired the Home Business in exchange for (i) 134,704,669 shares of Vantiva common stock, representing a 24.73% equity stake in Vantiva (determined on a fully diluted basis), (ii) $250,465 in cash (in addition to cash paid in exchange”

Unrivaled Brands, Inc. underwent a change of control involving Blum Holdings, Inc. for Each share of UNRV common stock and preferred stock converted on a one-for-one basis into shares of Blum common stock and preferred stock, respectively. (closed 2024-01-12).

“On January 12, 2024, Unrivaled Brands, Inc., a Nevada corporation (“ UNRV ”) completed its previously announced reorganization merger pursuant to an Agreement and Plan of Merger, dated October 9, 2023 (the “ Reorganization Agreement ”), by and among UNRV, Blum Holdings, Inc., a Delaware corporation (“ Blüm ”), and Blum Merger Sub, Inc., a Nevada corporation and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Blüm (“ Merger Sub ”).”

HWH International Inc. underwent a change of control involving HWH International Inc. (Nevada corporation) (closed 2024-01-09).

“On January 9, 2024 (the "Closing Date"), the parties consummated the Business Combination.”

MedMen Enterprises, Inc. completed a disposition involving Retail Facilities Operations AZ, LLC (an affiliate of Mint Cannabis) for approximately $14 million, subject to certain adjustments (closed 2024-01-05).

“5, 2024, the sale of the Arizona Assets was consummated pursuant to the Arizona Agreement. The total consideration received by the Company for the sale was approximately $14 million, subject to certain adjustments as set forth in the Arizona Agreement. The sale of the Nevada Assets is still pending subject to regulatory approval for completion. The foregoing”

Summit Materials, LLC completed an acquisition involving Argos Parties for $1.2 billion of cash (closed 2024-01-12).

“share, of the Company (the “Preferred Share”). Pursuant to the Transaction Agreement, the aggregate consideration paid to the Argos Parties in the Transaction consisted of (i) $1.2 billion of cash (subject to customary adjustments) (the “Cash Consideration”), (ii) 54,720,000 shares of Class A Common Stock (the “Class A Consideration”) and (iii) the Preferred Share”

Winning Catering Group, Inc. completed a disposition involving VPDHL LABO LB LLC for aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of $5,033,390.04 (closed 2024-01-04).

“also received a community enhancement fee for each lot sold. The aggregate purchase price and community enhancement fees, minus certain expenses, equaled a combined total of $5,033,390.04. The sale of the lots closed on January 4, 2024. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be”

NEW ROYAL HOLDCO I INC. completed a disposition involving J&J Ventures Gaming of Nevada, LLC for $213.5 million (closed 2024-01-10).

“On January 10, 2024, Golden Entertainment, Inc. (the “Company”) completed the sale of its distributed gaming operations in Nevada to J&J Ventures Gaming of Nevada, LLC (“J&J Nevada”) for cash consideration of $213.5 million, subject to adjustments, pursuant to the previously announced Membership Interest Purchase Agreement”

Aditxt, Inc. completed an acquisition involving MDNA Life Sciences, Inc. for the Company completed its acquisition of the Acquired Assets and issued to MDNA the Company Common Stock, the Company Warrants and the Pearsanta Preferred Stock (closed 2024-01-04).

“On January 4, 2024 (the “ Closing Date ”), the Company completed its acquisition of the Acquired Assets and issued to MDNA the Company Common Stock, the Company Warrants and the Pearsanta Preferred Stock.”

Green Plains Partners LP underwent a change of control involving Green Plains Inc. for 0.405 shares of common stock, par value $0.001 per share, of GPRE and an amount of cash equal to $2.50 (closed 2024-01-09).

“Unit” and the holders of such units, the “GPP Unaffiliated Unitholders”) was converted into the right to receive, subject to adjustment as described in the Merger Agreement, (i) 0.405 shares of common stock, par value $0.001 per share, of GPRE (the “GPRE Common Stock” and the shares of GPRE Common Stock issued in the Merger, the “Stock Consideration”) and (ii)”

Power REIT completed a disposition involving an affiliate of a tenant of one of the properties for sale price was $1,325,000; seller financing provided in the amount of $1,250,000 with an initial 10% interest rate that increases over time until maturity, thre (closed 2024-01-08).

“of one of the properties. The properties are described in prior filings as Sherman 6 (affiliated with the tenant/purchaser) and Tamarack 14 which was vacant. The sale price was $1,325,000. As part of the transaction, a subsidiary provided seller financing in the amount of $1,250,000 with an initial 10% interest rate that increases over time until maturity. The”

Green Plains Inc. completed an acquisition involving Green Plains Partners LP for approximately 4.7 million shares of GPRE Common Stock and paid $29.2 million in cash (closed 2024-01-09).

“of a properly executed certificate of merger with the Secretary of State of the State of Delaware on January 9, 2024. Pursuant to the Merger Agreement, GPRE issued approximately 4.7 million shares of GPRE Common Stock and paid $29.2 million in cash to the GPP Unaffiliated Unitholders as the aggregate Merger Consideration described above. The Merger Agreement is”

Ankam, Inc. completed an acquisition involving Apex Intelligence LLC (closed 2024-01-03).

“On January 3, 2024, Ankam, Inc (the “Company”) entered into an Acquisition Agreement (the “Agreement”) for the acquisition of complete ownership of Apex Intelligence LLC, a Wyoming limited liability company (“LLC”), inclusive of the Apex, a currency converter service (the “Asset”), along with all codes, licenses, intellectual property rights, related documentation and all activities related to the business of the Asset.”

FORUM ENERGY TECHNOLOGIES, INC. completed an acquisition involving Variperm Holdings Ltd. and other sellers for 2.0 million shares of common stock and cash of US $150.0 million, as adjusted (closed 2024-01-04).

“On the Closing Date, the Acquisition was consummated in accordance with the terms and conditions of the Agreement. In connection with the consummation of the Acquisition, Forum paid aggregate consideration of (i) the Shares and (ii) an amount of cash equal to US $150.0 million, as adjusted for customary purchase price adjustments set forth in the Agreement relating to cash, net working capital, indebtedness and transaction expenses of Variperm as of the closing of the Transactions (the “ Cash Consideration ”).”

CHICO'S FAS, INC. underwent a change of control involving Daphne Parent LLC and Daphne Merger Sub, Inc. for $7.60 per share in cash (closed 2024-01-05).

“to Company RSAs (as defined below)) outstanding immediately prior to the Effective Time was cancelled and extinguished and automatically converted into the right to receive $7.60 per share in cash, without interest (“Per Share Price”), and (ii) each Owned Company Share was cancelled and extinguished without any conversion thereof or consideration paid”

VICTORY CLEAN ENERGY, INC. underwent a change of control involving H2 Energy Group Inc. for 81% of Victory’s issued and outstanding Common Stock (closed 2024-01-01).

“shares of Victory Common Stock will be issued after an amendment to Victory’s articles of incorporation increasing the Authorization Limit. The H2EG Stockholders will own 81% of Victory’s issued and outstanding Common Stock immediately upon Closing. As contemplated in the Merger Agreement, VPEG Note holder will convert the VPEG Note at the Effective”

VICTORY CLEAN ENERGY, INC. completed an acquisition involving H2 Energy Group Inc. for 418,822,708 shares of Victory’s Common Stock (closed 2024-01-01).

“Time, subject to and upon the terms and conditions set forth in the Merger Agreement, was cancelled and extinguished and converted automatically into the right to receive 418,822,708 shares of Victory’s Common Stock (“Victory Common Stock”), of which: (i) 243,000,000 shares of Victory Common Stock were issued upon the Closing, and; (i) 175,822,708 shares of”

Pinstripes Holdings, Inc. underwent a change of control involving Pinstripes, Inc. (closed 2023-12-29).

“On December 29, 2023 (the "Closing Date"), the registrant consummated the previously announced business combination (the "Closing") pursuant to the Business Combination Agreement”

Plum Acquisition Corp. III underwent a change of control involving Mercury Capital, LLC (closed 2023-12-28).

“Following the Closing, Mercury Capital beneficially owns approximately 55% of the Company's outstanding Class B shares, has the power to appoint all members of the Board other than the representative designated by the Investor, and may therefore be deemed to control the Company.”

SomaLogic, Inc. underwent a change of control involving Standard BioTools Inc. (closed 2024-01-05).

“Merger Sub merged with and into SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of Standard BioTools (the “Merger”).”

STANDARD BIOTOOLS INC. completed an acquisition involving SomaLogic, Inc. for 1.11 shares of Standard BioTools common stock per share (closed 2024-01-05).

“of the Merger, each issued and outstanding share of common stock of SomaLogic, par value $0.0001 per share (“SomaLogic Common Stock”), was converted into the right to receive 1.11 (the “Exchange Ratio”) shares of common stock of Standard BioTools, par value $0.001 per share (“Standard BioTools Common Stock”), and cash in lieu of fractional shares.”

Startek, Inc. underwent a change of control involving Stockholm Parent, LLC / Merger Sub / CSP Alpha Holdings Parent Pte Ltd and CSP Victory Limited for $4.30 in cash, without interest (closed 2024-01-05).

“respective subsidiaries and (ii) shareholders of the Company who have properly exercised their dissenters’ rights under Delaware law) was converted into the right to receive $4.30 in cash, without interest (the “Merger Consideration”). Immediately prior to the Effective Time, each outstanding option to purchase shares granted under a Company Stock Plan (as”

Arcadium Lithium plc underwent a change of control (closed 2024-01-04).

“As of the effective time of the merger, all of the outstanding Arcadium Shares are now held either directly or indirectly by the former Allkem shareholders and Livent stockholders.”

iCoreConnect Inc. completed an acquisition involving Ally Commerce, Inc. dba FeatherPay for $500,000 in cash, and $4,800,000 worth of shares (closed 2024-01-01).

“On January 1, 2024, iCoreConnect Inc., a Delaware corporation (the "Company") entered into an Asset Purchase Agreement (the "Agreement") with Ally Commerce, Inc. dba FeatherPay (the "Seller"). The Seller was engaged in the business of healthcare billing and payment processing. Pursuant to the Agreement, the Company purchased the assets of the Seller utilized in the Seller’s business. As consideration for the acquired assets: (i) the Company paid to Seller $500,000 in cash, and (ii) the Company agreed to issue to Seller’s stockholders an aggregate of $4,800,000 worth of shares (the "Stock Consideration") of Company’s Series A Preferred Stock, par value $0.0001 at $10.00 per share totaling 480,000 shares. The transactions contemplated by the Agreement were consummated concurrent with the execution of the Agreement”

Hempacco Co., Inc. completed an acquisition involving Green Globe International, Inc. for $2,500,000 (closed 2023-12-31).

“shares of stock of Green Star Labs, Inc., a Delaware corporation (“ Green Star ”), which shares constitute 50% of Green Star’s outstanding stock, for a purchase price of $2,500,000, paid by the issuance of a $2,500,000 promissory note to the Seller (the “ Note ”). As disclosed in the Company’s Current Report on Form 8-K filed on July 28, 2023, the Company”

La Rosa Holdings Corp. completed an acquisition involving Selling Member of La Rosa Realty North Florida, LLC for $1,131,053.50 (closed 2023-12-28).

“Agreement”), by and among the Company, North Florida and the selling member of North Florida (the “Selling Member”). The purchase price for the Membership Interests was $1,131,053.50 consisting of (i) a cash payment of $300,000 (the “Cash Payment”), and (ii) $831,053.50 in unregistered shares of common stock of the Buyer, which was settled by the issuance of”

Zoomcar Holdings, Inc. underwent a change of control involving Zoomcar, Inc., Innovative International Merger Sub Inc., Innovative International Acquisition Corp. for newly-issued IOAC securities with an aggregate value equal to (w) $350,000,000 (closed 2023-12-28).

“an Indian limited liability company (“ Zoomcar India ”) (collectively, “ Zoomcar Stockholders ”), received newly-issued IOAC securities with an aggregate value equal to (w) $350,000,000 plus (x) the sum of the aggregate exercise prices of all vested Zoomcar options and all Zoomcar warrants outstanding as of the effective time of the Merger (the “ Effective Time”

ATAI Life Sciences N.V. completed an acquisition involving Beckley Psytech Limited for $39,999,999.10 (closed 2024-01-03).

“On January 3, 2024 (the “Completion Date”), atai Life Sciences N.V. (the “Company”) entered into a subscription and shareholders’ agreement with Beckley Psytech Limited, a company incorporated in England and Wales (“BPL”), and certain other shareholders of BPL as identified in such agreement (the “SSA”). Pursuant to the terms of the SSA, the Company (a) acquired 24,096,385 newly issued series C preferred shares, par value £0.0001 per share, of BPL (the “Series C Shares”) for a total purchase price of $39,999,999.10 (the “Primary Investment”);”

Onfolio Holdings, Inc completed an acquisition involving RevenueZen LLC for $1,105,000 (closed 2023-12-31).

“to sell to RevenueZen Delaware the RevenueZen Business, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the RevenueZen Business was $1,105,000, consisting of $240,000 in cash at closing, $425,000 in Onfolio Series A Preferred Shares, and a $440,000 11% interest only secured promissory note made by RevenueZen Delaware due”

American Bitcoin Corp. completed a disposition involving Wilcompute Systems Group Inc. for $638,000 (closed 2023-12-28).

“On December 28, 2023, Akerna Corp. (the “Company”) completed the sale of its indirect wholly-owned subsidiary Ample Organics Inc. (“Ample”), pursuant to a Share Purchase Agreement (the “SPA”), dated as of December 28, 2023, by and between the Company, the Company’s indirect wholly-owned subsidiary Akerna Canada Ample Exchange Inc. (“Akerna Exchange”), which owned all the outstanding capital stock of Ample, and Wilcompute Systems Group Inc. (the “Buyer”), for cash in the amount of $638,000, subject to customary post-closing adjustments, if any.”