Item 1.01 Entry into a Material Definitive Agreement.
On
The Amendment provides that in the event that the closing of the Transaction
fails to occur and within 12 months after termination of negotiations either or
both of Mikab and Novation accept a proposal with respect to an acquisition
transaction meeting certain enumerated criteria, or if either or both such
parties accept such a proposal from a third party with which such party(ies) had
communications within the 12 month period, whichever of Mikab and/or Novation
accepts such proposal will immediately pay the Registrant a break-up fee of
Prior to closing the Transaction, Mikab expects to acquire certain of the assets
of Novation in exchange for one-half of the common stock of Mikab. The Mikab
shareholders are then expected to receive approximately 94% of the Registrant's
outstanding common stock. Mikab and Novation are each service companies engaged
in the business of building a national infrastructure involving the installation
of rural wireless telecommunication cables, upgrading wireless communications
towers and going forward providing services to electronic vehicle (EV) charging
stations. The assets to be acquired from Novation also focus on hiring, training
and employing
Following the Transaction, the Registrant is expected to change its name to
"
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements related to the potential acquisition Transaction involving the
Registrant and the anticipated terms, the operations and corporate events
following the Transaction, the Registrant's rights in the event the Transaction
does not close and another proposal for an acquisition transaction is
subsequently accepted by the would-be sellers, and other statements that are not
historical facts. We have based these forward-looking statements largely on our
current expectations and projections about future events. Some or all of the
events anticipated by these forward-looking statements may not occur. Important
factors that could cause actual results to differ from those in the
forward-looking statements include, but are not limited to, the risk that
negotiations for the Transaction fail or that the Transaction may not close, and
the failure of AmeriCrew to rollout the proposed business. Further information
on our risk factors is contained in our filings with the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Exhibit 10.1 Amendment to Letter of Intent datedMay 28, 2021 1
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