8-K
filed December 29, 2023, 6:59 PM ET
ticker ABTC
CIK 0001755953
other material
confidence high
sentiment neutral
materiality 0.55
American Bitcoin Corp. (ABTC): M&A transaction — Akerna sells subsidiary Ample Organics for $638k cash to Wilcompute Systems; closes same day
American Bitcoin Corp.
- Sale of Ample Organics Inc. for approx. $638k in cash to Wilcompute Systems Group Inc.
- Transaction closed on Dec 28, 2023; includes transfer of related IP under separate IP Purchase Agreement.
- Obtained releases from collateral agent and consents from two senior secured convertible noteholders.
- Entered into Third Amendment to MJ SPA to lower indemnity limits reflecting the sale.
Key facts
Extracted from this filing and checked against the source text.
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
American Bitcoin Corp. completed a disposition involving Wilcompute Systems Group Inc. for $638,000 of cash (closed 2023-12-28).
- Action
- disposition
- Counterparty
- Wilcompute Systems Group Inc.
- Consideration
- $638,000 of cash
- Closing
- 2023-12-28
Exact text from the filing
stock of Ample Organics Inc., an Ontario corporation (“ Ample ”), owned by Akerna Canada (“ Ample Shares ”) to Buyer for an aggregate purchase price consisting of approximately $638,000 of cash (the “ Purchase Price ”), subject to post-closing adjustments pursuant to the Purchase Agreement, and on the terms and subject to the conditions set forth in the Purchase
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
American Bitcoin Corp. amended Third Amendment with MJ Acquisition Corp. (effective 2023-12-28).
- Action
- amendment
- Agreement
- equity purchase
- Counterparty
- MJ Acquisition Corp.
- Effective
- 2023-12-28
Exact text from the filing
On December 28, 2023, the Company, Akerna Canada and MJ Acquisition entered into a third amendment to the MJA SPA (the “ Third Amendment ”), to lower certain of the indemnity limits set forth therein to reflect the sale of the Ample Shares to the Buyer.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
American Bitcoin Corp. entered into Share Purchase Agreement with Wilcompute Systems Group Inc. valued at approximately $638,000 of cash (effective 2023-12-28).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Wilcompute Systems Group Inc.
- Value
- approximately $638,000 of cash
- Effective
- 2023-12-28
Exact text from the filing
On December 28, 2023, Akerna Corp., a Delaware corporation (the “ Company ”) and Akerna Canada Ample Exchange Inc., an Ontario corporation and an indirect wholly-owned subsidiary of the Company (“ Akerna Canada ”), entered into a Share Purchase Agreement (the “ Purchase Agreement ”) with Wilcompute Systems Group Inc., an Ontario corporation (“ Buyer ”; together with the Company and Akerna Canada, the “ Parties ”; each, a “ Party ”), pursuant to which the Akerna Canada agreed to sell all of the issued and outstanding capital stock of Ample Organics Inc., an Ontario corporation (“ Ample ”), owned by Akerna Canada (“ Ample Shares ”) to Buyer for an aggregate purchase price consisting of approximately $638,000 of cash (the “ Purchase Price ”), subject to post-closing adjustments pursuant to the Purchase Agreement, and on the terms and subject to the conditions set forth in the Purchase Agreement (the “ Transaction ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
American Bitcoin Corp. entered into Intellectual Property Purchase Agreement with Ample Organics Inc. (effective 2023-12-28).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Ample Organics Inc.
- Effective
- 2023-12-28
Exact text from the filing
On December 28, 2023, the Company and Ample entered into an Intellectual Property Purchase Agreement (the “ IP Transfer Agreement ”) pursuant to which the Company sold, assigned and transferred to Ample certain intellectual property rights of the Company related to the work product and associated intellectual property rights produced by certain employees of the Company related to software systems used by Ample in its business (the “ Transferred IP ”).
View on SEC.gov
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