OZ VISION INC. (UNXP): M&A transaction — Unity Global acquires control of United Express for $600k; sells 29.9% to Cristophe for $400k

OZ VISION INC.

Arithmetic LLC sold 14,001,000 shares (89.8% of outstanding) to Unity Global FZCO for $600,000 on April 5, 2023; closed April 15.
As closing condition, Unity agreed to sell 4,667,000 shares (~29.93%) to Cristophe Beverly Hills, LLC for $400,000 on April 11, 2023.
Post-closing, Unity holds 59.9% (9,334,000 shares) and Cristophe ~29.93%; change of control effective.
36-month orderly market agreement restricts disposals: no sales until Oct 2023; max 25% per 90 days.
Stockholders agreement gives Unity drag-along rights and Cristophe tag-along rights; terminates when Cristophe realizes $1.2M from equity sales.

item 1.01 item 2.01 item 5.01 item 9.01

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

OZ VISION INC. underwent a change of control involving Unity Global FZCO for $600,000 (closed 2023-04-15).

Action: change of control
Counterparty: Unity Global FZCO
Consideration: $600,000
Closing: 2023-04-15

Exact text from the filing

Agreement”). Pursuant to the Unity Purchase Agreement, (i) the Seller agreed to sell, and the Purchaser agreed to purchase, the Subject Shares for a total consideration of $600,000, (ii) on completion of the Unity Purchase Agreement, the Purchaser agreed to enter into a share purchase agreement (the “Cristophe Purchase Agreement”) with Cristophe Beverly

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

OZ VISION INC. entered into Stockholders Agreement with Unity Global FZCO and Cristophe Beverly Hills, LLC valued at Includes drag-along rights for Unity and tag-along rights for Cristophe; terminates upon Qualified P (effective 2023-05-22).

Action: entry
Counterparty: Unity Global FZCO and Cristophe Beverly Hills, LLC
Value: Includes drag-along rights for Unity and tag-along rights for Cristophe; terminates upon Qualified P
Effective: 2023-05-22

Exact text from the filing

On July 28, 2023, the Company, Unity and Cristophe entered into a stockholders agreement, dated as of May 22, 2023 (the “Stockholders Agreement”), which, inter alia, provided Unity with customary “drag along” rights with respect to the shares owned by Cristophe if Unity desired to consummate a Sale of Control of the Company (as defined thereof).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

OZ VISION INC. entered into Cristophe Purchase Agreement with Unity Global FZCO valued at Total consideration $400,000 for 4,667,000 shares representing approximately 29.93% of the Company's (effective 2023-04-11).

Action: entry
Agreement: equity purchase
Counterparty: Unity Global FZCO
Value: Total consideration $400,000 for 4,667,000 shares representing approximately 29.93% of the Company's
Effective: 2023-04-11

Exact text from the filing

On April 11, 2023, as one of the closing conditions of the Unity Purchase Agreement, the Purchaser and Cristophe entered into the Cristophe Purchase Agreement pursuant to which, the Purchaser agrees to sell, transfer, and assign to Cristophe 4,667,000 shares of the Company’s common stock, or approximatively 29.93% of the Company’s issued and outstanding common stock for a total consideration of $400,000.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

OZ VISION INC. entered into Share Purchase Agreement with Arithmetic, LLC valued at Total consideration $600,000 for 14,001,000 shares representing 89.8% of the Company's issued and ou (effective 2023-04-05).

Action: entry
Agreement: equity purchase
Counterparty: Arithmetic, LLC
Value: Total consideration $600,000 for 14,001,000 shares representing 89.8% of the Company's issued and ou
Effective: 2023-04-05

Exact text from the filing

On April 5, 2023, Arithmetic, LLC (the “Seller”), which owned an aggregate of 14,001,000 shares of common stock, par value $0.001 per share, of United Express Inc., a Nevada corporation (the “Company”), representing 89.8% of the Company’s issued and outstanding common stock (the “Subject Shares”), and Unity Global FZCO (“Unity” or the “Purchaser”) entered into a Share Purchase Agreement (the “Unity Purchase Agreement”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

OZ VISION INC. entered into Orderly Market Agreement with Unity Global FZCO, Cristophe Beverly Hills, LLC, and Arithmetic, LLC valued at Restrictions on share disposals for 36 months, with notice and pro-rata requirements, and 25% per 90 (effective 2023-04-11).

Action: entry
Counterparty: Unity Global FZCO, Cristophe Beverly Hills, LLC, and Arithmetic, LLC
Value: Restrictions on share disposals for 36 months, with notice and pro-rata requirements, and 25% per 90
Effective: 2023-04-11

Exact text from the filing

On April 11, 2023, as one of the closing conditions of the Unity Purchase Agreement and the Cristophe Purchase Agreement, the Purchaser, Seller, and Cristophe entered into the Orderly Market Agreement.

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OZ VISION INC. filing history →

Source: SEC EDGAR

accession 0001493152-23-028042

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