{"schema_version":"secwatch.filing_event.v1","accession":"0001477932-24-002683","form_type":"8-K","ticker":null,"cik":"0001683252","company_name":"TOKEN COMMUNITIES LTD.","filed_at":"2024-05-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:19.574260+00:00","generated_at":"2026-06-02T03:53:39.289858+00:00","sec_items":["1.01","2.01","2.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Token Communities acquires ASC Global for $5M promissory note to company President","bullets":["Acquired all ASC Global shares for $5M promissory note bearing 4% interest, due May 10, 2027.","Seller is David Chen, also President of Token Communities, creating a related-party transaction.","No cash exchanged; consideration entirely in promissory note form.","ASC Global becomes wholly-owned subsidiary of Token Communities.","TKCM notes its financial statements are being restated, which may affect historical data."],"urls":{"canonical":"https://secwatch.observer/filing/0001477932-24-002683","json":"https://secwatch.observer/filing/0001477932-24-002683.json","markdown":"https://secwatch.observer/filing/0001477932-24-002683.md","text":"https://secwatch.observer/filing/0001477932-24-002683.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/tkcm_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T03:53:39.289858+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d82daf92ca617fe2726e8173f8ea6bcf35b4151a","claim":"TOKEN COMMUNITIES LTD. incurred loan of Five Million Dollars with David Chen at four percent per annum maturing May 10, 2027.","evidence_excerpt":"whereby the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note by the Company to the shareholder (David Chen, President of the Company) of ASC Global in the principal amount of Five Million Dollars (the “Promissory Note”). The Promissory Note bears interest at the rate of four percent per annum and provides that all outstanding principal of and accrued but unpaid interest thereon shall be paid in full on or before May 10, 2027","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"Five Million Dollars"},{"label":"Counterparty","value":"David Chen"},{"label":"Rate","value":"four percent per annum"},{"label":"Maturity","value":"May 10, 2027"},{"label":"Event","value":"incurrence"}]},{"claim_id":"2a3b41d3b81b3e612ccdf7a01fd750fcb21cf53f","claim":"TOKEN COMMUNITIES LTD. completed an acquisition involving ASC Global Inc. (closed 2024-05-10).","evidence_excerpt":"the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"ASC Global Inc."},{"label":"Closing","value":"2024-05-10"}]},{"claim_id":"ebaf28d16001884b6412ca3042ea81eb89bee8f1","claim":"TOKEN COMMUNITIES LTD. entered into Agreement with ASC Global Inc. valued at Five Million Dollars (effective 2024-05-10).","evidence_excerpt":"On May 10, 2024 Token Communities Ltd. (the “Company”) entered into an agreement (the “Agreement”) with ASC Global Inc. (“ASC Global), whereby the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note by the Company to the shareholder (David Chen, President of the Company) of ASC Global in the principal amount of Five Million Dollars (the “Promissory Note”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"ASC Global Inc."},{"label":"Value","value":"Five Million Dollars"},{"label":"Effective","value":"2024-05-10"}]}],"comparable_filings":[{"accession":"0001158172-26-000042","ticker":"SCOR","company_name":"COMSCORE, INC.","filed_at":"2026-06-02T21:12:38+00:00","headline":"comScore sells Movies Business for $70M cash to Advaya Capital affiliate; repays $40.1M debt","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001158172-26-000042","json":"https://secwatch.observer/filing/0001158172-26-000042.json","markdown":"https://secwatch.observer/filing/0001158172-26-000042.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1158172/000115817226000042/0001158172-26-000042-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1158172/000115817226000042/scor-20260527.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","comparable_excerpt":"the Company sold its box office measurement, reporting and analytics business and its Hollywood Software business (collectively, the \"Movies Business\"), including 100% of the interests of Rentrak, LLC (\"Rentrak\"), an Oregon limited liability company and wholly owned subsidiary of the Company, to the Purchaser for an aggregate base purchase price of $70.0 million in cash, subject to customary adjustments and other terms as more fully set forth in the Purchase Agreement (the \"Transaction\"). The Transaction was completed simultaneously with the signing of the Purchase Agreement on May 27, 2026 (the \"Closing Date\").","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1158172/000115817226000042/0001158172-26-000042-index.htm"}},{"accession":"0001773751-26-000091","ticker":"HIMS","company_name":"Hims & Hers Health, Inc.","filed_at":"2026-06-02T10:02:26+00:00","headline":"Hims & Hers completes acquisition of Eucalyptus; reaffirms 2030 targets of $6.5B revenue","event_type":"m_and_a","sec_items":["1.01","2.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001773751-26-000091","json":"https://secwatch.observer/filing/0001773751-26-000091.json","markdown":"https://secwatch.observer/filing/0001773751-26-000091.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1773751/000177375126000091/0001773751-26-000091-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1773751/000177375126000091/hims-20260529.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 10, 2024 Token Communities Ltd. (the “Company”) entered into an agreement (the “Agreement”) with ASC Global Inc. (“ASC Global), whereby the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note by the Company to the shareholder (David Chen, President of the Company) of ASC Global in the principal amount of Five Million Dollars (the “Promissory Note”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","comparable_excerpt":"On May 29, 2026, Hims & Hers Health, Inc. (the “ Company ”), as borrower, entered into Amendment No. 3 (the “ Amendment ”) to the Revolving Credit and Guaranty Agreement, dated as of February 18, 2025 (as amended by that certain Amendment No. 1 to the Revolving Credit and Guaranty Agreement, dated as of June 25, 2025, that certain Amendment No. 2 to the Revolving Credit and Guaranty Agreement, dated as of May 7, 2026, and as amended by this Amendment, the “ Credit Agreement ”), by among the Company, the subsidiary borrowers and the guarantors from time to time party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1773751/000177375126000091/0001773751-26-000091-index.htm"}},{"accession":"0001104659-26-068666","ticker":"THR","company_name":"Thermon Group Holdings, Inc.","filed_at":"2026-06-01T13:24:24+00:00","headline":"CECO Environmental completes acquisition of Thermon Group; THR shares delisted from NYSE","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068666","json":"https://secwatch.observer/filing/0001104659-26-068666.json","markdown":"https://secwatch.observer/filing/0001104659-26-068666.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/tm2616040d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","comparable_excerpt":"On June 1, 2026 (the \"Closing Date\"), following approval by the stockholders of both CECO and Thermon at an annual meeting and special meeting, respectively, held on May 27, 2026, the Mergers and the other transactions contemplated by the Merger Agreement (collectively, the \"Transactions\") were consummated.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1489096/000110465926068666/0001104659-26-068666-index.htm"}},{"accession":"0001006837-26-000045","ticker":"VATE","company_name":"INNOVATE Corp.","filed_at":"2026-06-01T12:45:13+00:00","headline":"INNOVATE to sell 75% of Broadcasting to CONX Corp.; $105M bridge loan refinances existing debt","event_type":"m_and_a","sec_items":["1.01","2.03","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001006837-26-000045","json":"https://secwatch.observer/filing/0001006837-26-000045.json","markdown":"https://secwatch.observer/filing/0001006837-26-000045.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1006837/000100683726000045/0001006837-26-000045-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1006837/000100683726000045/hchc-20260529.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"whereby the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note by the Company to the shareholder (David Chen, President of the Company) of ASC Global in the principal amount of Five Million Dollars (the “Promissory Note”). The Promissory Note bears interest at the rate of four percent per annum and provides that all outstanding principal of and accrued but unpaid interest thereon shall be paid in full on or before May 10, 2027","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","comparable_excerpt":"On May 29, 2026 (the “Loan Closing Date”), Broadcasting entered into a loan agreement (the “New Loan Agreement”), as borrower, with Merger Sub, as lender and HC2 Holdco and certain of Broadcasting’s subsidiaries, as guarantors. The New Loan Agreement provides for a bridge loan facility in an aggregate principal amount of $105 million (the “Bridge Loan Facility”), to be funded in a single drawing on the Loan Closing Date.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1006837/000100683726000045/0001006837-26-000045-index.htm"}},{"accession":"0001493152-26-025709","ticker":"NNE","company_name":"Nano Nuclear Energy Inc.","filed_at":"2026-05-29T10:30:26+00:00","headline":"Nano Nuclear acquires STS for up to $13M, adds nuclear logistics and $7.1M revenue","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-025709","json":"https://secwatch.observer/filing/0001493152-26-025709.json","markdown":"https://secwatch.observer/filing/0001493152-26-025709.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","comparable_excerpt":"“STS Acquisition”). The closing of the STS Acquisition occurred on May 22, 2026 (the “Closing Date”). Pursuant\nto the Purchase Agreement, the Buyer Parties agreed to pay up to $13.0 million in total consideration for STS, consisting of (i) approximately\n$6.0 million in cash (the “Closing Cash Consideration”), subject to adjustment under certain conditions within 180","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm"}},{"accession":"0001493152-26-025562","ticker":"BESS","company_name":"Bimergen Energy Corp","filed_at":"2026-05-28T13:28:23+00:00","headline":"Bimergen contributes 3 BESS projects to Cerberus JV; receives 7.5% equity + $1.18M cash","event_type":"m_and_a","sec_items":["1.01","2.01","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-025562","json":"https://secwatch.observer/filing/0001493152-26-025562.json","markdown":"https://secwatch.observer/filing/0001493152-26-025562.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1066764/000149315226025562/0001493152-26-025562-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1066764/000149315226025562/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","comparable_excerpt":"Pursuant to the Contribution Agreement, Emergen contributed 100% of its equity interests in three battery energy storage system (“BESS”) project companies (the “Project Companies”), to the JV Company.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1066764/000149315226025562/0001493152-26-025562-index.htm"}},{"accession":"0001683168-26-004327","ticker":"TMGI","company_name":"Transglobal Management Group, Inc.","filed_at":"2026-05-27T23:04:33+00:00","headline":"TMGI acquires CSTI in all-stock deal, 50.6M shares issued","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-004327","json":"https://secwatch.observer/filing/0001683168-26-004327.json","markdown":"https://secwatch.observer/filing/0001683168-26-004327.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1434601/000168316826004327/0001683168-26-004327-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1434601/000168316826004327/tmgi_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","comparable_excerpt":"Exchange Agreement (the “Agreement”) to\nacquire all of the outstanding shares of Continuum Software Technologies, Inc., a Wyoming corporation (hereafter, “CSTI”),\nin exchange for 50,645,000 shares of common stock (the “TMGI Common Stock”) of the Company (such transaction is hereafter\nreferred to as the “Acquisition”). CSTI possesses a cloud-based, all-in-one golf","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1434601/000168316826004327/0001683168-26-004327-index.htm"}},{"accession":"0001104659-26-069483","ticker":"ISRLF","company_name":"Israel Acquisitions Corp","filed_at":"2026-06-02T20:15:53+00:00","headline":"Israel Acquisitions Corp extends Gadfin deal deadline to June 15, 2026","event_type":"m_and_a","sec_items":["1.01","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-069483","json":"https://secwatch.observer/filing/0001104659-26-069483.json","markdown":"https://secwatch.observer/filing/0001104659-26-069483.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1915328/000110465926069483/0001104659-26-069483-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1915328/000110465926069483/tm2616068d1_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 10, 2024 Token Communities Ltd. (the “Company”) entered into an agreement (the “Agreement”) with ASC Global Inc. (“ASC Global), whereby the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note by the Company to the shareholder (David Chen, President of the Company) of ASC Global in the principal amount of Five Million Dollars (the “Promissory Note”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1683252/000147793224002683/0001477932-24-002683-index.htm","comparable_excerpt":"On May 31, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel, entered into a sixth amendment to the BCA (the “ Sixth BCA Amendment ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1915328/000110465926069483/0001104659-26-069483-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}