Each one in plain English, with the numbers worked through for a shareholder.
16 July 2024business combination● NeutralMajor
Amendment No. 1, carrying a 3 July 2024 first amendment to the exchange agreement: the ratio fell from 301.8 to 294.14 shares per Evtec share, lifting Blackboxstocks holders from 26.8% to 29.4% of the combined group, and the deadline to complete moved from 30 June to 31 July 2024. It also disclosed for the first time that Kepler's preferred stock would carry 96.6% of the combined company's votes against 2.5% for Evtec's shareholders, and added a warning that the contingent value right runs only 24 months with no guarantee of any payout or that Blackbox.io will ever be publicly traded.
3 July 2024capital raising announcement● NeutralMajor
Blackboxstocks raised $1.25 million selling stock to CEO Gust Kepler and Quadrofoglio Holdings, then turned around and loaned $1.15 million of it to Evtec Aluminium at 12% interest -- the UK EV-parts maker it was then pursuing as a reverse-merger partner, a deal it would later abandon.
Blackboxstocks registered the shares for its takeover by Evtec Aluminium, an English company based in Coventry, at 301.8 Blackboxstocks shares per Evtec share -- leaving Evtec's owners with about 73.2% of the combined group and Blackboxstocks' own holders 26.8%, with the company to be renamed Evtec Holdings and trade as EVHI. There was no vote to win: chief executive Gust Kepler's 100-votes-per-share preferred stock gave him 99.2% of the votes and he had already signed the written consent, and Blackboxstocks holders kept an interest in the existing trading-software business only through a contingent value right.
As a condition of the pending Evtec acquisition, Blackboxstocks formed a new subsidiary, Blackbox.io Inc., and contributed its legacy fintech trading-analytics business to it, separating that business from the future Evtec-owned parent.
Blackboxstocks signed a definitive agreement to acquire Evtec Aluminium, a UK supplier of EV and performance-auto parts with about $52 million in projected revenue, in a reverse merger that would spin its legacy fintech business into a separate subsidiary and give existing Blackbox holders a contingent value right tied to that spinoff.
Under Nasdaq compliance pressure, Blackboxstocks extended stalled talks to acquire UK electric-vehicle parts maker Evtec, with Evtec agreeing to pay extension fees and forfeit preferred shares it had received under an earlier exchange arrangement while the two sides worked toward a definitive deal.
Blackboxstocks also fell out of compliance with Nasdaq's minimum stockholders' equity rule after reporting 2022 year-end equity below the required $2.5 million threshold.
Blackboxstocks uplisted to the Nasdaq Capital Market under ticker BLBX and closed a $12 million public stock offering, its first Nasdaq-era capital raise.
Ahead of a planned Nasdaq uplisting, Blackboxstocks had CEO Gust Kepler agree to limit how quickly his Series A preferred shares could convert to common stock, tying the conversion ratio to the company's market capitalization.
Blackboxstocks took on another similarly structured 8% convertible note, this time $165,000 from Vista Capital Investments, continuing the same discounted-note financing pattern.
Blackboxstocks issued an 8% convertible note to Harbor Gates Capital for up to $550,000 (on a $500,000 investment, with a 10% original-issue discount) -- high-cost, toxic-note-style financing typical of a cash-strapped small-cap.
Blackboxstocks retained IC Ventures as a two-year strategic adviser on financing and acquisition opportunities, paying a monthly stock-and-cash fee plus a bonus if the company achieved a Nasdaq listing.
Blackboxstocks terminated its software-licensing deal with Hong Kong-based EIGH8T Technologies after the licensee failed to pay royalties owed for using its trading-analytics platform in the Hong Kong, Shanghai and Shenzhen markets.
Now operating as Blackboxstocks, the company repurchased and cancelled 135,000 shares from CEO Gust Kepler in exchange for forgiving about $67,500 he owed the company.
Blackboxstocks raised $1.5 million selling 3 million shares to a Singapore-based investor, who also received governance protections (registration rights, right of first refusal) alongside non-compete agreements from CEO Gust Kepler and the operations director.
The company completed the formal merger of Tiger Trade Technologies into its Nevada parent, simplifying the corporate structure created by December's reverse merger, while CEO Gust Kepler forfeited over 800,000 shares.
Weeks after its reverse merger with Tiger Trade Technologies, the company switched auditors from Stevenson & Company to Turner, Stone & Company for geographic convenience.
SMSA Ballinger Acquisition Corp, an empty Nevada shell, completed a reverse merger with Tiger Trade Technologies, a Texas fintech developing real-time market-analytics software - the transaction that gave the shell its first operating business.
DKM Certified Public Accountants withdrew from practice before the SEC and resigned as auditor of SMSA Ballinger Acquisition Corp, this company's original empty-shell predecessor, citing no disagreements over accounting.
