8-K
filed March 27, 2023, 7:59 PM ET
CIK 0001300524
M&A
confidence high
sentiment neutral
materiality 0.90
AMERICAN INTERNATIONAL HOLDINGS CORP.: M&A transaction — American International Holdings acquires Cycle Energy, changes control and management
AMERICAN INTERNATIONAL HOLDINGS CORP.
- Shareholder exchanged 100% of Cycle Energy for 1M Series A Preferred shares, yielding 60% voting control.
- Prior CEO Jacob Cohen resigned, received $40k; exchanged Series A shares for Epiq Scripts interests and $850k debt.
- New CEO Michael McLaren (also Chairman), CFO James Pendergast, and director Gary Giles appointed effective March 9, 2023.
- Cycle Energy produces ~25 bbl/day oil from 16 leases on 2,000 acres; operates three verticals including gas-to-liquid tech.
- McLaren settled ASC allegations regarding Xfuels; resigned from reporting issuers, barred 2 years, no effect on AHI role.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Kenny Meyers resigned as member of the Board of Directors at AMERICAN INTERNATIONAL HOLDINGS CORP..
- Action
- resigned
- Role
- member of the Board of Directors
Exact text from the filing
Lorraine D’ Alessio and Dr. Kenny Meyers, resigned as members of the Board of Directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Pendergast was appointed as Chief Financial Officer at AMERICAN INTERNATIONAL HOLDINGS CORP..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
the Board of Directors appointed Mr. James Pendergast as the Chief Financial Officer and Principal Financial/Accounting Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lorraine D'Alessio resigned as member of the Board of Directors at AMERICAN INTERNATIONAL HOLDINGS CORP..
- Action
- resigned
- Role
- member of the Board of Directors
Exact text from the filing
Lorraine D’ Alessio and Dr. Kenny Meyers, resigned as members of the Board of Directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jacob D. Cohen resigned as Chief Executive Officer at AMERICAN INTERNATIONAL HOLDINGS CORP..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
Mr. Jacob D. Cohen, the then Chairman, Chief Executive Officer and President of the Company, resigned as Chief Executive Officer, President and Principal Executive Officer and Principal Financial/Accounting Officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael McLaren was appointed as Chief Executive Officer at AMERICAN INTERNATIONAL HOLDINGS CORP..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
the Board of Directors appointed Mr. Michael McLaren as Chief Executive Officer, President and Principal Executive Officer of the Company
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AMERICAN INTERNATIONAL HOLDINGS CORP. underwent a change of control involving Marble Trital Inc. (closed 2023-02-15).
- Action
- change of control
- Counterparty
- Marble Trital Inc.
- Closing
- 2023-02-15
Exact text from the filing
As a result of the closing of the transactions contemplated by the Exchange Agreement and the Cohen Exchange Agreement, and effective on the Closing Date, February 15, 2023, the Shareholder, through ownership of all 1,000 of the outstanding Series A Preferred Stock shares, holds voting control over 60% of the Company’s outstanding voting shares, resulting in a change of control of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AMERICAN INTERNATIONAL HOLDINGS CORP. completed an acquisition involving Marble Trital Inc. (closed 2023-02-15).
- Action
- acquisition
- Counterparty
- Marble Trital Inc.
- Closing
- 2023-02-15
Exact text from the filing
Pursuant to the Exchange Agreement, which closed on February 15, 2023 (the “ Closing Date ”), the Shareholder exchanged (the “ Exchange ”) 100% of the ownership of Cycle Energy in consideration for 1,000,000 shares of the Series A Preferred Stock of the Company (the “ New Series A Shares ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
AMERICAN INTERNATIONAL HOLDINGS CORP. entered into Share Exchange Agreement with Cycle Energy Corp., Marble Trital Inc. valued at Exchange of 100% ownership of Cycle Energy for 1,000,000 shares of Series A Preferred Stock (effective 2023-02-15).
- Action
- entry
- Agreement
- merger
- Counterparty
- Cycle Energy Corp., Marble Trital Inc.
- Value
- Exchange of 100% ownership of Cycle Energy for 1,000,000 shares of Series A Preferred Stock
- Effective
- 2023-02-15
Exact text from the filing
Share Exchange Agreement On February 15, 2023, American International Holdings Corp. (the “ Company ”, “ we ” and “ us ”), entered into a Share Exchange Agreement (the “ Exchange Agreement ”) with Cycle Energy Corp., a Texas corporation (“ Cycle Energy ”), and Marble Trital Inc., the sole shareholder of Cycle Energy (the “ Shareholder ”). The Shareholder is beneficially owned and controlled by Mr. Michael McLaren, the Company’s newly appointed Chief Executive Officer. Pursuant to the Exchange Agreement, which closed on February 15, 2023 (the “ Closing Date ”), the Shareholder exchanged (the “ Exchange ”) 100% of the ownership of Cycle Energy in consideration for 1,000,000 shares of the Series A Preferred Stock of the Company (the “ New Series A Shares ”).
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.