GBT Technologies sells Avant-Ai system to Trend Innovation for 26M shares; includes Nasdaq up-list condition

GBT Technologies Inc.

GBT Tokenize Corp (50% owned by GBT) sells Avant-Ai text-generation AI system to Trend Innovation Holdings (TREN) for 26,000,000 common shares of TREN.
Shares subject to 9-month lock-up; if TREN fails to up-list to Nasdaq within lock-up, Seller may request unwinding of the transaction.
GBT and Seller receive perpetual, non-exclusive, non-transferable license to use Avant-Ai as an in-house tool; no sublicensing to customers.
Transaction structured as tax-free reorganization under Section 368 of the Internal Revenue Code.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GBT Technologies Inc. entered into Asset Purchase Agreement with Trend Innovation Holdings, Inc. valued at 26,000,000 common shares of TREN (effective 2023-04-03).

Action: entry
Agreement: asset purchase
Counterparty: Trend Innovation Holdings, Inc.
Value: 26,000,000 common shares of TREN
Effective: 2023-04-03

Exact text from the filing

On April 3, 2023, GBT Tokenize Corp. (“Seller”), a subsidiary that is owned 50% by GBT Technologies, Inc (“GBT”) entered into an Asset Purchase Agreement (“APA”) with Trend Innovation Holdings, Inc. ( “TREN”), in which GBT consented, pursuant to which Seller sold certain assets relating to proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model (the “System”).

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GBT Technologies Inc. filing history →

Source: SEC EDGAR

accession 0001731122-23-000592

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