ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On December 28, 2021 ("Closing Date") Triccar Inc. ("Company") entered into an
Agreement and Plan of Share Exchange dated as of such date (the "Correlate
Exchange Agreement") with Correlate Inc., a Delaware corporation ("Correlate")
and all of the shareholders if Correlate (the "Correlate Shareholders").
Pursuant to the Exchange Agreement, we acquired one hundred percent (100%) of
the issued and outstanding shares of common stock of Correlate ("Correlate
Shares") from the Correlate Shareholders pursuant to which Correlate became a
wholly owned subsidiary of the Company ("Correlate Acquisition"). In accordance
with the terms of the Correlate Exchange Agreement, and in connection with the
completion of the Correlate Acquisition, on the Closing Date we issued 6,300,000
shares of our Class A Common Stock to the Correlate Shareholders ("Correlate
Purchase Price").
In connection with the Correlate Acquisition, Matthew Flemming resigned as our
CEO and President, but remains the Chairman of our board of directors, and Todd
Michaels was appointed to serve as the President and Chief Executive Officer of
the Company. The Company entered into a three-year employment agreement with Mr.
Michaels on the Closing Date, a copy of which is attached hereto as exhibit
10.31.
All of the Company's shares of Class A Common Stock issued to the Correlate
Shareholders in connection with the Correlate Acquisition are restricted
securities, as defined in paragraph (a) of Rule 144 under the Securities Act of
1933, as amended (the "Securities Act"). Such shares were issued pursuant to an
exemption from the registration requirements of the Securities Act, under
Section 4(a)(2) of the Securities Act and the rules and regulations promulgated
thereunder.
Immediately after the completion of the Correlate Acquisition, the Company
entered into an Agreement and Plan of Share Exchange dated December 28, 2021
(the "Loyal Exchange Agreement") with Loyal Enterprises LLC, a Tennessee limited
liability company ("Loyal") and all of the members of Loyal (the "Loyal
Members"). Pursuant to the Exchange Agreement, we acquired one hundred percent
(100%) of the issued and outstanding membership interests of Loyal ("Loyal
Interests") from the Loyal Members pursuant to which Loyal became a wholly owned
subsidiary of the Company ("Loyal Acquisition"). In accordance with the terms of
the Loyal Exchange Agreement, and in connection with the completion of the Loyal
Acquisition, on the Closing Date we issued 2,200,000 shares of our Class A
Common Stock to the Loyal Members ("Loyal Purchase Price").
The summary of each of the Correlate Exchange Agreement and the Loyal Exchange
Agreement set forth above do not purport to be a complete statement of the terms
of such documents. The summary is qualified in its entirety by reference to the
full text of the document, copies of which are being filed with this Current
Report on Form 8-K as Exhibits 2.1 and 2.2, and is incorporated herein by
reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In connection with each of the Correlate Exchange Agreement and the Loyal
Exchange Agreement, the Company issued an aggregate of 8,500,000 shares of its
Class A Common Stock to the Correlate Shareholders and the Loyal Members in a
private transaction in reliance upon exemptions from registration pursuant to
Section 4(2) of the Securities Act and the rules and regulations promulgated
thereunder.
In December 2021, the Company issued 3,970,000 shares of its Class A Common
Stock to certain of its employees, service providers, board members and
consultants in private transactions in reliance upon exemptions from
registration pursuant to Section 4(2) of the Securities Act and the rules and
regulations promulgated thereunder.
In December 2021, the Company entered into common stock purchase agreements with
accredited investors for the purchase and sale of 2,030,000 shares of the
Company's Class A Common Stock for aggregate proceeds of $507,500. The shares of
Class A Common Stock were issued to the investors in a private transaction in
reliance upon exemptions from registration pursuant to Section 4(2) of the
Securities Act and the rules and regulations promulgated thereunder.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANAGEMENTS OF CERTAIN OFFICERS
On December 28, 2021, each of Bernard O'Donnell and Frank Federer resigned as
directors of the Company and Matthew Flemming resigned as the Company's
President, CEO and Acting Chief Financial Officer. Each of Messrs. O'Donnell,
Federer and Flemming submitted their resignations in connection with the terms
of the Correlate Exchange Agreement. Their resignations were not as a result of
any disagreement related to the operations, policies or practices of the
Company.
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On December 28, 2021, the board of directors appointed Todd Michaels to serve as
the Company's President and CEO, as well as to serve as a member of the
Company's board of directors. The Company also appointed Bob Powell, Cory Hunt
and Jason Loyet to serve as members of the Company's board of directors.
Mr. Michaels became our President and CEO, and was appointed to serve as a
member of our board of our directors, on December 28, 2021. Prior thereto Mr.
Michaels served as the CEO of Correlate Inc. since he founded the company in
2016 and which we acquired on December 28, 2021. From February 2014 through
August 2015, Mr. Michaels was the Vice President of Product Innovation for
SunEdison, at the time a large global renewable energy developer, owner,
operator company. From November 2011 through November 2013, Mr. Michaels was the
Senior Director of Business Development for NRG Solar, a subsidiary of NRG
Energy. NRG Solar is a renewable energy developer, owner, operator company. From
November 2006 through November 2011, Mr. Michaels served as Senior Vice
President of Development and Marketing for Solar Power Partners Inc. a solar
energy developer, owner, operator company . Between 1997 and 2006, Mr. Michaels
held various positions and acted as a consultant and independent contractor for
several solar technology and telecommunications companies. Mr. Michaels
graduated Magna Cum Laude from the Kelly School of Business, Indiana University
with a BS in Computer Information Systems in 1997.
Mr. Powell was appointed to serve as a member of our board of directors on
December 28, 2021. Since August 2015, Mr. Powell has been the Chief Executive
Officer and President of Brightmark Energy, LLC. Brightmark transforms organic
waste into renewable natural gas and creates innovative approaches to the
plastics renewal process through science-first strategies and powerful
partnerships in the United States and internationally. Mr. Powell has over
twenty-seven years of energy industry experience. He has expertise in a variety
of sectors within the energy industry including renewable entrepreneurial
ventures, fossil-fuel and cogeneration technologies, as well as efficiency
measures. His experiences include being the CEO of a solar developer, CFO of
Pacific Gas and Electric Company, the North America President of the largest
worldwide renewable energy company, an innovator in financing energy projects,
and a Partner in Andersen and PwC's energy consulting practices. Mr. Powell
received a Master's in Business Administration and a Bachelor of Science in
Electrical Engineering, both from the Georgia Institute of Technology.
Mr. Huntwas appointed to serve as a member of our board of directors on December
28, 2021. Mr. Hunt has been the President and Co-Founder of P&C Ventures Inc.
since February 2021. With an international focus on its investments, in addition
to capital investment, P&C Ventures provides its portfolio investments with
additional support to help their businesses grow. Prior thereto, from 2018 to
June 2021, Mr. Hunt was the VP Corporate Development of SiteDocs Inc., a
Software as a service company focused on the construction industry, which was
recently acquired by K1 Investments. From 2015 through 2018, Mr. Hunt was the
CEO of Infinity Property Care, a paving contracting company located in Alberta,
Canada. From 2011 through 2018, Mr. Hunt was a private investor focused on
investments in both public and private companies through Hunt Group Investments,
of which Mr. Hunt was the founder and sole owner.
Mr. Loyet was appointed to serve as member of our board of directors on December
28, 2021. On December 28, 2021, Mr. Loyet was appointed to serve as the Director
of Commercial Solar of Correlate Inc., our wholly-owned subsidiary. From January
2013 to December 2021, Mr. Loyet was the Founder and Managing Director of Loyal
Enterprises LLC (D.B.A. Solar Site Design), the Company's wholly-owned
subsidiary. Loyal Enterprises is a U.S. Department of Energy SunShot Catalyst
award winner for its work building the Solar Site Design technology platform.
Before joining the solar energy industry in 2005, Mr. Loyet founded and sold two
software companies in the streaming media (GlobalStreams) and newspaper
publishing (MyCapture) industries. Mr.Loyet currently serves as a member of the
board of directors for the Tennessee Solar Energy Industry Association
(TenneSEIA).
ITEM 7.01 REGULATION FD DISCLOSURE
Triccar Inc. issued a press release on December 29, 2021, pursuant to which it
disclosed its entry into a definitive agreement to acquire all of the shares of
Correlate and the membership interests of Loyal. A copy of the press release is
attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities under that Section and shall not
be deemed to be incorporated by reference into any filing of the Company under
the Securities Act of 1933 or the Exchange Act, whether made before or after the
date hereof, regardless of any general incorporation language in such filing.
The information furnished in this report shall not be deemed to constitute an
admission that such information is required to be furnished pursuant to
Regulation FD or that such information or exhibits contains material information
that is not otherwise publicly available. In addition, the Registrant does not
assume any obligation to update such information in the future.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. Triccar Inc. intends to file
financial statements required by this Item 9.01(a) under the cover of an
amendment to this Current Report on Form 8-K no later than seventy-one
(71) calendar days after the date on which this Form 8-K was required to be
filed.
(b) Pro Forma Financial Information. Triccar Inc. intends to file the pro forma
financial information that is required by this Item 9.01(b) under the cover
of an amendment to this Current Report on Form 8-K no later than seventy-one
(71) calendar days after the date on which this Form 8-K was required to be
filed.
(c) Not Applicable.
(d) Exhibit 2.1 Agreement and Plan of Share Exchange dated December 28, 2021
by and between Triccar Inc., Correlate Inc. and the Correlate shareholders
Exhibit 2.2 Agreement and Plan of Share Exchange dated December 28, 2021
by and between Triccar Inc., Loyal Enterprises LLC and the Loyal Members
Exhibit 10.31 Employment agreement between the company and Todd Michaels
dated December 28, 2021
Exhibit 99.1 Press release dated December 29, 2021© Edgar Online, source Glimpses
CORRELATE ENERGY CORP. 
