Rogue3
7 months ago
8K Filed:
On March 1, 2024, pursuant to Section 8.1(a) of the Agreement and Plan of Merger ("Agreement") and Section 12.1(a) of the Separation and Distribution Agreement with HyperScale Nexus Holding Corporation, previously disclosed on Form 8-K, and Form 14C, the parties mutually agreed to completely terminate the respective transactions. The terminations are not expected to have any material results on the operations or finances of the Company. The Company incurred no termination penalties. No legal proceedings are expected to be filed over the respective terminations.
After careful consideration, both parties concluded that the terms of the agreement couldn't be met within a reasonable timeframe and so didn't align with the Company's objectives and priorities.
mick
11 months ago
HyperScale Nexus Holding Corporation entered into an Agreement and Plan of Merger to acquire American Cannabis Company, Inc..
September 04, 2023
Share
HyperScale Nexus Holding Corporation entered into an Agreement and Plan of Merger to acquire American Cannabis Company, Inc. (OTCPK:AMMJ) on September 5, 2023. Each three hundred shares of AMMJ common stock will be exchanged for one share of HyperScale Nexus common stock based on an exchange ratio of 300 to 1. Pursuant to the terms of the Merger Agreement, AMMJ will be a wholly owned subsidiary of HyperScale Nexus. Transaction has been unanimously approved by the board of directors of both the companies and recommended the adoption of this Agreement by the stockholders.
Fallingknife75
1 year ago
New 8k out today.
https://www.otcmarkets.com/filing/html?id=16956125&guid=HU5-k6B5X306Jth
On September 27, 2023, pursuant to Section 8.5 of the Agreement and Plan of Merger ("Agreement") with HyperScale Nexus Holding Corporation, the parties agreed to extend the time to complete the transaction for an additional sixty days until November 29, 2023.
All the best,
Knife
yebes436346b
1 year ago
"HyperScale is a Nevada corporation formed on July 3, 2023, whose business includes leveraging its acquisition agreement with xFusion Digital Technologies, Co., Ltd. to provide NVIDIA H-100 GPU chipsets to existing Tier 3 Internet data centers, developing its own tier 3 Internet data centers utilizing the NVIDIA H-100 GPU chipsets, and providing management and consulting services to existing Tier 3 data centers as an "Internet as a Service" provider."
WoosterOh
1 year ago
True, but
after reading your post I was thinking maybe they need a certain amount of shareholders to list on NASDAQ.
Quick search shows they need like 300 to 450, and those it looks like they have to have 100 to be considered.
** Securities subject to resale restrictions for any reason are excluded from the calculation of publicly held shares, market value of publicly held shares and round lots hareholders. In addition, at least half of the minimum required number of round lot holders must each hold unrestricted securities with a minimum value of $2,500.
So they would meet the 100 and $2,500 to make sure they have enough shareholders to list on NASDAQ.
But, this would need further review.
I am done posting.....moving on. I just love reading the details and trying to find nuggets.
WoosterOh
1 year ago
Fair enough
There is one strange part, reading it on face value, anyone that has shares will be no worse than 100 parent shares or $2,500.
Anyone else read it that way?
Upon the consummation of the Merger, each shareholder of Company Common Stock shall receive, as a result of the exchange of shares, a number of shares of Parent Common Stock such that the Shareholder's ownership interest in the merged entity shall be not less than the greater of either: (i) One hundred (100) shares of Parent Common Stock post-Merger, or (ii) The number of shares of Parent Common Stock that represents a value of at least $2,500. In the event that the Exchange Ratio calculated pursuant to the terms of the Merger would result in a number of Parent Common Stock such that the Shareholder's ownership interest would be less than the greater of the amounts specified in sub-clauses (i) or (ii) above, the Exchange Ratio shall be adjusted upward to ensure compliance with this ownership guarantee. Notwithstanding the foregoing, if any legal or regulatory requirement or limitation prevents the full implementation of this ownership guarantee, the parties shall negotiate in good faith to develop an alternative mechanism that achieves an exact economic result for the shareholders of Company Common Stock.
So if I own 1 share, do I get the greater of 100 parent shares or $2,500?