Adapti, Inc. (ADTI): M&A transaction — Adapti closes Ballengee Group acquisition; issues 6.5M shares, $7.5M note, up to $20M earnout

Adapti, Inc.

Acquired 100% of Ballengee Group, a baseball sports agency representing ~200 MLB athletes.
Consideration: 6.5M shares ($20M value), $7.5M participating note (5%, due June 2030), up to $20M earnout based on EBITDA.
Stock consideration gives Sellers 68.63% of post-issuance shares; James Ballengee gains voting control.
Jeff Campbell appointed Executive Chairman; receives $20K/month consulting fee, convertible note arrangements.
Company plans to integrate Ballengee with AdaptAI platform for AI-driven sports marketing.

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Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Adapti, Inc. incurred loan of $7,500,000 with BSG Holdings, LLC and JBAH Holdings, LLC at 5% per annum maturing June 30, 2030.

Instrument: loan
Principal: $7,500,000
Counterparty: BSG Holdings, LLC and JBAH Holdings, LLC
Rate: 5% per annum
Maturity: June 30, 2030
Event: incurrence

Exact text from the filing

participating promissory note having a principal amount of $7,500,000 (the “Note(s)”)

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.98

Adapti, Inc. completed an acquisition involving BSG Holdings, LLC and JBAH Holdings, LLC for 6,500,000 shares of Common Stock valued at $20,000,000, a participating promissory note with principal of $7,500,000, and up to $20,000,000 in earnout considera (closed 2025-07-14).

Action: acquisition
Counterparty: BSG Holdings, LLC and JBAH Holdings, LLC
Consideration: 6,500,000 shares of Common Stock valued at $20,000,000, a participating promissory note with principal of $7,500,000, and up to $20,000,000 in earnout considera
Closing: 2025-07-14

Exact text from the filing

the acquisition of the Membership Interest, the Company is required to pay the Sellers, pro rata, the following aggregate consideration (collectively, the “Consideration”): (i) 6,500,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) valued at $20,000,000, based on the volume-weighted average price per share of the Common Stock

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7 debt financings filed in the last 30 days. Browse all debt financings →

Adapti, Inc. filing history →

Source: SEC EDGAR

accession 0001641172-25-020247

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