Dallas-based fintech and social hybrid platform Blackboxstocks Inc. announced that it executed an SEC agreement with U.K.-based Evtec Group that is an initial step toward completing a planned merger between the companies.
The planned merger is between Blackbox and Evtec Group Limited, Evtec Aluminium Limited, and Evtec Automotive Limited and was previously announced on April 17.
“This agreement is an important first step in our merger plan with Evtec and demonstrates the strong financial commitment that both companies have to complete it. In parallel, we are continuing to build our core business in the fintech sector,” Blackbox CEO Gust Kepler said in a statement. “We believe this dual strategy will provide maximum value for our shareholders by allowing them to participate in the continued operations of Blackbox in addition to the explosive EV and luxury automotive parts sector served by Evtec.”
Under the terms of the Securities Exchange Agreement, Blackbox will issue 2.4 million shares of a newly created Series B Convertible Preferred Stock in exchange for 4,086 newly issued preferred shares of Evtec Group Limited.
The Series B Preferred Stock is non-voting and will be convertible into common stock on a one-for-one basis only after receiving stockholder approval, Blackbox said. The preferred shares issued by Evtec Group are non-voting and convertible into common shares on a one-for-one basis immediately prior to, or at the time of, the merger between the companies.
Boosting opportunities for acquisitions
After execution of the agreement, Blackbox stockholders’ equity will increase by $8.52 million, enabling it to regain compliance with the $2.5 million minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market.
“We are equally enthusiastic about making this initial investment with Blackbox as we move towards completion of our merger. Evtec has a substantial order book of over $500 million and a number of acquisition opportunities that we believe the combination of Evtec and Blackbox can help us realize,” Evtec Chairman and CEO David Roberts said in a statement.
Evtec Group is the parent of Evtec Automotive Limited and an affiliate of Evtec Aluminium. Evtec Aluminium was not a party to the SEC agreement but will be acquired as part of the merger.
Evtec provides complete assemblies to auto manufacturers, simplifying sourcing, saving time on procurement, and increasing production efficiency. Their pick and pack service supplies aftermarket automotive products, as well as offering kitting and fulfilment for non-automotive businesses. Their business focuses on premium luxury brands and a market transition to electric vehicles and includes Jaguar Land Rover Group as their largest customer.
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