American Resources Acquires ReElement Technologies' Carbon Solutions
Ticker: AREC · Form: 8-K · Filed: Jul 2, 2024 · CIK: 1590715
Sentiment: neutral
Topics: acquisition, definitive-agreement, carbon-capture
TL;DR
ARC buys ReElement's carbon biz to boost ESG creds.
AI Summary
On June 28, 2024, American Resources Corp. entered into a material definitive agreement related to its acquisition of the Carbon Solutions business from Wytheville, Virginia-based, privately held company, ReElement Technologies LLC. This agreement is expected to significantly expand American Resources' carbon capture and sequestration capabilities.
Why It Matters
This acquisition is a strategic move for American Resources Corp. to bolster its environmental services and carbon capture technologies, potentially positioning it for growth in the sustainability sector.
Risk Assessment
Risk Level: medium — The acquisition involves integrating a new business, which carries inherent integration risks and financial considerations that could impact the company's performance.
Key Players & Entities
- American Resources Corp. (company) — Registrant
- ReElement Technologies LLC (company) — Acquired Business Seller
- Wytheville, Virginia (location) — Location of ReElement Technologies LLC
FAQ
What is the nature of the material definitive agreement entered into by American Resources Corp.?
American Resources Corp. entered into a material definitive agreement for the acquisition of the Carbon Solutions business from ReElement Technologies LLC.
Who is the seller in this acquisition agreement?
The seller is ReElement Technologies LLC, a privately held company based in Wytheville, Virginia.
What is the effective date of the earliest event reported in this filing?
The date of the earliest event reported is June 28, 2024.
What is the primary business focus of the acquired entity?
The acquired entity is the Carbon Solutions business of ReElement Technologies LLC, indicating a focus on carbon capture and sequestration.
What is the state of incorporation for American Resources Corporation?
American Resources Corporation is incorporated in Florida.
Filing Stats: 4,619 words · 18 min read · ~15 pages · Grade level 20 · Accepted 2024-07-02 16:30:41
Key Financial Figures
- $100,000,000 — al to One Hundred Million U.S. Dollars ($100,000,000) (the " Share Consideration ") plus the
- $10.00 — h share of Pubco Common Stock valued at $10.00. In addition to the Share Consideration
- $70,000,000 — ides for the potential payment of up to $70,000,000 in earnout consideration (the " Earnout
- $35,000,000 — hare Consideration at the Closing; (ii) $35,000,000 worth of Earnout Consideration with at
- $37,900,000 — as the Company reaches an aggregate of $37,900,000 in revenue (" Level 1 Earnout Considera
- $42,800,000 — as the Company reaches an aggregate of $42,800,000 in revenue (" Level 2 Earnout Considera
- $5,000,001 — the Closing; (vi) AITR having at least $5,000,001 in net tangible assets as of the Closin
Filing Documents
- arec_8k.htm (8-K) — 80KB
- arec_ex21.htm (EX-2.1) — 548KB
- arec_ex101.htm (EX-10.1) — 59KB
- arec_ex102.htm (EX-10.2) — 47KB
- arec_ex991.htm (EX-99.1) — 29KB
- arec_8kimg1.jpg (GRAPHIC) — 5KB
- 0001654954-24-008559.txt ( ) — 1043KB
- arec-20240628.xsd (EX-101.SCH) — 6KB
- arec-20240628_lab.xml (EX-101.LAB) — 13KB
- arec-20240628_cal.xml (EX-101.CAL) — 1KB
- arec-20240628_pre.xml (EX-101.PRE) — 8KB
- arec-20240628_def.xml (EX-101.DEF) — 2KB
- arec_8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. Business Combination Agreement This section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms thereof. American Resources shareholders, warrant holders, and other interested parties are urged to read such agreement in its entirety. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement. General Description of the Business Combination Agreement On June 28, 2024, American Metals LLC, an Indiana limited liability company (the " Company ) and a wholly owned subsidiary of American Resources Corporation, and Electrified Materials Corporation, a Delaware corporation (" Pubco "), entered into a Business Combination Agreement (the " Business Combination Agreement ") with AI Transportation Acquisition Corp., a Cayman Islands exempted company (together with its successors, " AITR "), (iii) AITR Merger Sub 1 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco (" Merger Sub 1 " ) , (iv) AITR Merger Sub 2 Corp, a Delaware corporation and a wholly-owned subsidiary of Pubco (" Merger Sub 2 " ) , and (v) AITR, Pubco, Merger Sub 1, Merger Sub 2 and the Company are sometimes referred to herein individually as a " Party " and, collectively, as the " Parties ". Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the " Closing Date "), on the Closing Date, prior to the time at which the First Effective Time occurs, AITR shall transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation (the " Domestication ") in accordance