Travelzoo to issue 3.41M shares to largest shareholder for $10M cash/note and Metaverse subsidiary; will own 50.01%

TRAVELZOO

Issues 3,410,000 shares to Azzurro Capital at $5.88/share in exchange for $10M (cash or note with $2M min cash) and all equity of MTE.
Post-closing, Azzurro and affiliates will own 50.01% of Travelzoo; deal requires shareholder approval, expected close Dec 28, 2022.
MTE runs a metaverse scouting business with significant NOLs; will be absorbed into Travelzoo after closing.
Ralph Bartel to resign as director and Chairman while the promissory note remains outstanding.
Price adjustable if TZOO stock moves 10%+ from $5.88 for 15 consecutive days before close.

item 1.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TRAVELZOO entered into Stock Purchase Agreement with Azzurro Capital Inc. valued at $10,000,000 (effective 2022-11-25).

Action: entry
Agreement: equity purchase
Counterparty: Azzurro Capital Inc.
Value: $10,000,000
Effective: 2022-11-25

Exact text from the filing

On November 25, 2022, Travelzoo, a Delaware corporation (the “Company”), as Seller, entered into a Stock Purchase Agreement (together with its exhibits and schedules, the “SPA”) with Azzurro Capital Inc., a company organized under the laws of the Cayman Islands (the “Investor”), as Purchaser.

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TRAVELZOO filing history →

Source: SEC EDGAR

accession 0001133311-22-000038

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