--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-009021" form_type: "8-K" ticker: null cik: "0001300524" company_name: "AMERICAN INTERNATIONAL HOLDINGS CORP." filed_at: "2023-03-27T23:59:59+00:00" generated_at: "2026-06-17T14:31:20.987280+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # American International Holdings acquires Cycle Energy, changes control and management ## Summary - 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. ## SEC filing metadata - accession: 0001493152-23-009021 - form_type: 8-K - cik: 0001300524 - company_name: AMERICAN INTERNATIONAL HOLDINGS CORP. - filed_at: 2023-03-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 9.01, 5.02, 1.02, 3.02, 3.03, 5.01, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1300524/000149315223009021/0001493152-23-009021-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1300524/000149315223009021/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-009021 - JSON: https://secwatch.observer/filing/0001493152-23-009021.json - Plain text: https://secwatch.observer/filing/0001493152-23-009021.txt ## Key facts - Executive change 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 source text: Lorraine D’ Alessio and Dr. Kenny Meyers, resigned as members of the Board of Directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1300524/000149315223009021/0001493152-23-009021-index.htm - Executive change James Pendergast was appointed as Chief Financial Officer at AMERICAN INTERNATIONAL HOLDINGS CORP.. - Action: appointed - Role: Chief Financial Officer source text: the Board of Directors appointed Mr. James Pendergast as the Chief Financial Officer and Principal Financial/Accounting Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1300524/000149315223009021/0001493152-23-009021-index.htm - Executive change 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 source text: Lorraine D’ Alessio and Dr. Kenny Meyers, resigned as members of the Board of Directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1300524/000149315223009021/0001493152-23-009021-index.htm - Executive change Jacob D. Cohen resigned as Chief Executive Officer at AMERICAN INTERNATIONAL HOLDINGS CORP.. - Action: resigned - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1300524/000149315223009021/0001493152-23-009021-index.htm - Executive change Michael McLaren was appointed as Chief Executive Officer at AMERICAN INTERNATIONAL HOLDINGS CORP.. - Action: appointed - Role: Chief Executive Officer source text: the Board of Directors appointed Mr. Michael McLaren as Chief Executive Officer, President and Principal Executive Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1300524/000149315223009021/0001493152-23-009021-index.htm - M&A Transactions 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1300524/000149315223009021/0001493152-23-009021-index.htm - M&A Transactions 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1300524/000149315223009021/0001493152-23-009021-index.htm - Material Agreements 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1300524/000149315223009021/0001493152-23-009021-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.