American Resources Corp Enters Material Definitive Agreement
Ticker: AREC · Form: 8-K · Filed: Feb 4, 2025 · CIK: 1590715
Sentiment: neutral
Topics: material-agreement, corporate-action
TL;DR
ARC signed a big deal on Jan 28th. Details TBD.
AI Summary
On January 28, 2025, American Resources Corporation entered into a material definitive agreement. The filing does not provide specific details about the agreement, its terms, or any associated dollar amounts. The report was filed on February 4, 2025.
Why It Matters
This filing indicates a significant new agreement for American Resources Corp, which could impact its future operations and financial performance.
Risk Assessment
Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its nature and potential impact.
Key Players & Entities
- American Resources Corporation (company) — Registrant
- January 28, 2025 (date) — Date of Earliest Event Reported
- February 4, 2025 (date) — Filing Date
- Florida (jurisdiction) — State of Incorporation
- NGFC Equities, Inc. (company) — Former Company Name
- NATURAL GAS FUELING & CONVERSION INC. (company) — Former Company Name
FAQ
What is the nature of the material definitive agreement entered into by American Resources Corporation?
The filing states that American Resources Corporation entered into a material definitive agreement on January 28, 2025, but does not provide specific details about the agreement itself.
When was this 8-K filing submitted to the SEC?
This 8-K filing was submitted to the SEC on February 4, 2025.
What was American Resources Corporation's former company name?
American Resources Corporation was formerly known as NGFC Equities, Inc. and NATURAL GAS FUELING & CONVERSION INC.
In which state is American Resources Corporation incorporated?
American Resources Corporation is incorporated in Florida.
What is the SIC code for American Resources Corporation?
The Standard Industrial Classification (SIC) code for American Resources Corporation is 1220, which corresponds to BITUMINOUS COAL & LIGNITE MINING.
Filing Stats: 550 words · 2 min read · ~2 pages · Grade level 11.5 · Accepted 2025-02-03 18:43:48
Filing Documents
- arec_8k.htm (8-K) — 21KB
- arec_ex101.htm (EX-10.1) — 5KB
- arec_ex101img6.jpg (GRAPHIC) — 286KB
- arec_ex101img8.jpg (GRAPHIC) — 219KB
- arec_ex101img1.jpg (GRAPHIC) — 272KB
- arec_ex101img2.jpg (GRAPHIC) — 302KB
- arec_ex101img3.jpg (GRAPHIC) — 231KB
- arec_ex101img4.jpg (GRAPHIC) — 266KB
- arec_ex101img5.jpg (GRAPHIC) — 226KB
- arec_ex101img7.jpg (GRAPHIC) — 87KB
- 0001654954-25-001102.txt ( ) — 2739KB
- arec-20250128.xsd (EX-101.SCH) — 6KB
- arec-20250128_lab.xml (EX-101.LAB) — 13KB
- arec-20250128_cal.xml (EX-101.CAL) — 1KB
- arec-20250128_pre.xml (EX-101.PRE) — 8KB
- arec-20250128_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 On January 28, 2025, American Resources Corporation's minority owned subsidiary, American Infrastructure Corporation ("AIC") completed the Share Exchange Agreement pursuant to the binding terms sheet dated December 31, 2024, entered into and between AIC and CGrowth Capital, Inc. ("CGRA" or the "Company"). As set forth in the Share Exchange Agreement, CGRA purchased 100% of the issued and outstanding shares of common stock of AIC and its shareholders on a fully diluted basis. Concurrently CRGA issued to the same shareholders of AIC, proportional to their respective ownership of the common stock of AIC, Ten Million shares of newly created Series A Preferred Stock (the "Series A"). As a result, AIC is a wholly owned subsidiary of CGRA, and all AIC shareholders will exchange all their common stock in AIC, proportional to their ownership in AIC, for a proportional amount of the Ten Million Series A shares. The Series A provides its holders with non-dilution rights such that, until converted to common stock as provided below, the Series A will convert (as a group) into 92.0% of the fully diluted outstanding shares of common stock of CGRA. The Series A converts to common at the earlier of (i) at the discretion of the holder, (ii) automatically upon uplisting of CGRA to a senior stock exchange (such as NASDAQ, NYSE, CBOE) in the United States, or (iii) automatically 12 months after issuance. The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, which is attached as Exhibit 10.1 to this Current Report and incorporated by reference herein.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are attached hereto and filed herewith. Exhibit No. Description 10.1 Share Exchange Agreement between American Infrastructure Corporation, CGrowth Capital, Inc. and American Resources Corporation 2
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. American Resources Corporation Date: February 3, 2025 By /s/ Mark C. Jensen Mark C. Jensen Chief Executive Officer 3