--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-100059" form_type: "8-K" ticker: "ABTC" cik: "0001755953" company_name: "American Bitcoin Corp." filed_at: "2023-12-29T23:59:59+00:00" generated_at: "2026-06-07T05:58:28.567161+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Akerna sells subsidiary Ample Organics for $638k cash to Wilcompute Systems; closes same day ## Summary - 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. ## SEC filing metadata - accession: 0001213900-23-100059 - form_type: 8-K - ticker: ABTC - cik: 0001755953 - company_name: American Bitcoin Corp. - filed_at: 2023-12-29T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 1.01, 2.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1755953/000121390023100059/0001213900-23-100059-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1755953/000121390023100059/ea190920-8k425_akerna.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-100059 - JSON: https://secwatch.observer/filing/0001213900-23-100059.json - Plain text: https://secwatch.observer/filing/0001213900-23-100059.txt ## Key facts - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1755953/000121390023100059/0001213900-23-100059-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1755953/000121390023100059/0001213900-23-100059-index.htm - Material Agreements 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1755953/000121390023100059/0001213900-23-100059-index.htm - Material Agreements 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1755953/000121390023100059/0001213900-23-100059-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.