---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-23-007891"
form_type: "8-K"
ticker: "FRQN"
cik: "0001624517"
company_name: "Frequency Holdings, Inc"
filed_at: "2023-11-13T23:59:59+00:00"
generated_at: "2026-06-08T05:14:02.757184+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Yuengling's Ice Cream acquires ReachOut Technology in reverse merger; 87.5% of YCRM to new investors

## Summary
- Share exchange: YCRM to issue Series C Preferred convertible into 87.5% of its common stock (fully diluted) for all ReachOut shares.
- Everett Dickson sells 66.666% voting control (475K Series A Preferred) to ReachOut CEO Richard Jordan for $140,000.
- Trillium Partners LP receives Series D Preferred convertible into 10% of YCRM common with anti-dilution and ratchet rights.
- Everett Dickson also receives Series D Preferred convertible into 2.5% of YCRM common with same anti-dilution provisions.

## SEC filing metadata
- accession: 0001683168-23-007891
- form_type: 8-K
- ticker: FRQN
- cik: 0001624517
- company_name: Frequency Holdings, Inc
- filed_at: 2023-11-13T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1624517/000168316823007891/0001683168-23-007891-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1624517/000168316823007891/yuenglings_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-23-007891
- JSON: https://secwatch.observer/filing/0001683168-23-007891.json
- Plain text: https://secwatch.observer/filing/0001683168-23-007891.txt

## Key facts
- Material Agreements
  Frequency Holdings, Inc entered into Share Exchange Agreement with ReachOut Technology Corp. valued at Acquisition of 100% of ReachOut shares in exchange for Series C Preferred Stock convertible into 87. (effective 2023-11-07).
  - Action: entry
  - Agreement: merger
  - Counterparty: ReachOut Technology Corp.
  - Value: Acquisition of 100% of ReachOut shares in exchange for Series C Preferred Stock convertible into 87.
  - Effective: 2023-11-07
  source text: On November 7, 2023, Yuengling’s Ice Cream Corporation (the “Company” or “YCRM”) entered into an Share Exchange Agreement (the “Share Exchange Agreement”) with ReachOut Technology Corp., Delaware corporation, (“ReachOut”), pursuant to which the shareholders of ReachOut (the “Shareholders”) agreed to sell 100% of the issued and outstanding shares of ReachOut to the Company in exchange for the issuance of such number of shares of newly created Series C Preferred Stock, par value $0.0001 per share of Company (the “ Series C Preferred Stock ”) which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Eighty-Seven Point Five Percent (87.5%) of the total issued and outstanding shares of common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of twenty-four (24) months) as set forth in the certificate of designation to be filed at Closing for Series C Preferred Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1624517/000168316823007891/0001683168-23-007891-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.