Frequency Holdings, Inc (FRQN): M&A transaction disclosed in 8-K/A

Frequency Holdings, Inc (FRQN): M&A transaction — Yuengling's Ice Cream files audited financials for ReachOut Technology acquisition

Frequency Holdings, Inc

Acquisition closed Nov 7, 2023: YCRM acquired 100% of ReachOut in exchange for Series C Preferred Stock convertible to 87.5% of common shares.

ReachOut audited financials show net loss of $1,341,800 in 2022 and $364,928 in 2021, with negative operating cash flows.

Total assets of ReachOut were $6.39M as of Dec 2022 vs. $837.6K in Dec 2021, with goodwill of $5.36M from the IND acquisition.

Auditor notes substantial doubt about ReachOut's ability to continue as a going concern due to cumulative losses and working capital deficit.

Pro forma financial statements filed giving effect to the business combination as of Oct 31, 2023 and Dec 31, 2023.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

Frequency Holdings, Inc completed an acquisition involving ReachOut Technology Corp., a Delaware corporation for 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, coll (closed 2023-11-07).

Action: acquisition
Counterparty: ReachOut Technology Corp., a Delaware corporation
Consideration: 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, coll
Closing: 2023-11-07

Exact text from the filing

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.

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