UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2021
NEW AMERICA ENERGY CORP.
(Exact name of registrant as specified in its charter)
Florida |
024-11444 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
240 Vaughan Drive
Alpharetta, GA 30009
(Address of principal executive offices) (Zip Code)
(770) 235-6053
Registrants telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
N/A |
N/A |
N/A |
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Binding Letter of Intent to Acquire the Assets of Third Bench Holdings, LLC
On June 21, 2021, New America Energy Corp. (the Company or NECA) entered into a Binding Letter of Intent (LOI) with Third Bench Holdings, LLC, a New Mexico limited liability company, (Holdings), pursuant to which the members of Third Bench (the Members) agreed to sell all of the assets (the Acquired Assets) used in the operations of Third Benchs business to the Company (the Acquisition).
In consideration for the Acquisition, the Members shall receive shares of a new series of Preferred Stock of the Company which rights and preferences, collectively, shall include: (i) conversion rights into that number of shares of common stock of the Company which shall equal Ninety Percent (90%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (Underlying Common Stock) on a fully diluted basis for a period of one year; and (ii) voting rights, in all matters, together with the Members of common stock of the Company with the numbers of votes equal to the number of shares of Underlying Common Stock.
Pursuant to the terms of the Acquisition, the current officers and directors of the Company shall, at the closing of the Acquisition, resign and appoint the officers and directors as directed by Holdings. The current CEO, Jeffrey M. Canouse, will be retained for a period of three (3) months to assist in the transition at a monthly salary rate of $5,000 (USD) per month. This retention can be extended upon mutual agreement between Jeffrey Canouse and the Company.
At the consummation of the Acquisition (the Closing), the Company will consummate a bridge financing for the benefit of Holdings in an amount of (US$500,000) and such funds shall be utilized, in part, to pay for the expenses incurred in connection with the Acquisition and the Audit. Following the Closing, the Company will raise up to Ten Million dollars (US$10,000,000) by the sale of shares of equity (common stock or preferred stock) or debt of the Company (the Initial Financing). It is anticipated that the Initial Financing will be consummated in tranches over the twelve (12) months following the Closing.
At the Closing, Southridge, LLC (or its affiliates as directed by Southridge) shall receive shares of a new series of Preferred Stock of the Company which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Five Percent (5%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of one year) and carry ratchet and anti-dilution rights.
At the closing, Jeffrey Canouse, will assign 100% of the Preferred A Shares that he currently owns in exchange for shares of Series B Preferred Stock of the Company to be issued to Jeffrey M. Canouse (or his affiliates and/or designees as directed by Jeffrey Canouse) which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Three Percent (3%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of two (2) years) and carry ratchet and anti-dilution rights.
All of the terms of the Acquisition including the Initial Financing (as defined forth herein) shall be set forth in a definitive acquisition agreement (the Acquisition Agreement) which shall be negotiated between the Company and the Members.
The foregoing descriptions of the Binding Letter of Intent herein are qualified by the terms of the full text of the Binding Letter of Intent attached hereto as Exhibit 10.1, and the terms thereof are incorporated herein by reference.
ITEM 7.01 - REGULATION FD DISCLOSURE.
On June 23, 2021, New America Energy Corp., (the Company) issued a press release announcing that the Company entered into a Binding Letter of Intent with Third Bench Holdings, LLC, a New Mexico limited liability company (Holdings), to purchase all of the assets associated with the operation of Third Benchs business.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be furnished and shall not be deemed to be filed for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the
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materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Safe Harbor
This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words anticipate, believe, estimate, expect, intend, plan, project, seek, strive, try, or future or conditional verbs such as could, may, should, will, would, or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are filed with this report:
Exhibit No. |
Description |
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Binding Letter of Intent dated June 21, 2021. |
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Press Release dated June 23, 2021. |
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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.
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NEW AMERICA ENERGY CORP. |
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Date: June 23, 2021 |
By: /s/ Jeffrey M. Canouse |
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Name: Jeffrey M. Canouse |
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Title: Chief Executive Officer |
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EXHIBIT 10.1
NEW AMERICA ENERGY, CORP.
240 Vaughan Drive
Alpharetta GA 30009
June 21, 2021
Third Bench Holdings, LLC
175 S. Main Street #1410
Salt Lake City, UT 84111
Attention: |
Mr. David Fair |
|
Chief Executive Officer |
Re:Binding Letter of Intent for the Acquisition of Third Bench Holdings LLC
Dear Mr. Fair:
We are writing to set forth certain of the principal terms and conditions on and subject to which New America Energy, Corp., or its affiliates (the Company) proposes to enter into a transaction with Third Bench Holdings, LLC (Holdings) and the members of Holdings (collectively, the Members), pursuant to which the Company and/or its affiliate will acquire majority ownership of Holdings from the Members as set forth herein.
The basic terms and conditions proposed by the Company and to be incorporated into definitive agreements will include, but not be limited to, the following:
1. Description of Acquisition Agreement. The Company (or its affiliate) will acquire all of the issued and outstanding equity of Holdings from the Members (the Acquisition). In consideration for the Acquisition, the Members shall receive shares of a new series of Preferred Stock of the Company which rights and preferences, collectively, shall include: (i) conversion rights into that number of shares of common stock of the Company which shall equal Ninety Percent (90%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (Underlying Common Stock) on a fully diluted basis for a period of one year; and (ii) voting rights, in all matters, together with the Members of common stock of the Company with the numbers of votes equal to the number of shares of Underlying Common Stock.
Pursuant to the terms of the Acquisition, the current officers and directors of the Company shall, at the closing of the Acquisition, resign and appoint the officers and directors as directed by Holdings. The current CEO, Jeffrey M. Canouse, will be retained for a period of three (3) months to assist in the transition at a monthly salary rate of $5,000 (USD) per month. This retention can be extended upon mutual agreement between Jeffrey Canouse and the Company.
All of the terms of the Acquisition including the Initial Financing (as defined forth herein) shall be set forth in a definitive acquisition agreement (the Acquisition Agreement) which shall be negotiated between the Company and the Members.
2. Financing Transaction. At the consummation of the Acquisition (the Closing), the Company will consummate a bridge financing for the benefit of Holdings in an amount of (US$500,000.) and such funds shall be utilized, in part, to pay for the expenses incurred in connection with the Acquisition and the Audit. Following the Closing, the Company will raise up to Ten Million dollars (US$10,000,000) by the sale of shares of equity (common stock or preferred stock) or debt of the Company (the Initial Financing). It is anticipated that the Initial Financing will be consummated in tranches over the twelve (12) months following the Closing.
3. Southridge. At the Closing, Southridge (or its affiliates as directed by Southridge) shall receive shares of a new series of Preferred Stock of the Company which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Five Percent (5%) of the total issued and outstanding common
stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of one year) and carry ratchet and anti-dilution rights.
4. Control Block. At the closing, Jeffrey Canouse, will assign 100% of the Preferred A Shares that he currently owns in exchange for shares of Series B Preferred Stock to be issued to Jeffrey M. Canouse (or his affiliates and/or designees as directed by Jeffrey Canouse) of the Company which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Three Percent (3%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of two (2) years) and carry ratchet and anti-dilution rights.
5. Accuracy of financial statements. The terms set forth in this letter are based on the parties' assumption that Holdings balance sheets, income statements and statements of cash flows for the fiscal years ending December 31, 2018 and December 31, 2019 (and December 31, 2020 when available), have been (will be) prepared in accordance with generally accepted accounting principles consistently applied and that such financial statements fairly represent Holdings financial condition at that time and the results of its operations for that period; and prior to the closing of the Acquisition, any necessary audit(s) of Holdings (the Holdings Audits) shall be performed and completed by an auditing firm as selected by the Company.
6. Customary terms and conditions. All terms and conditions concerning the Acquisition (collectively, the Transaction) will be stated in one or more definitive agreements, including but not limited to the Acquisition Agreement, subject to the approval of the parties, acting on advice of counsel. The terms and conditions will be usual and customary in a transaction of this nature and mutually acceptable to the parties.
7. Closing Conditions.
a. the Members closing of the Transaction is conditioned upon:
(i) The Members satisfaction with the results of the legal, accounting and business due diligence investigation of the Company to be performed by Holdings attorneys, accountants and representatives;
(ii) negotiation and execution of a definitive agreements (including but not limited to the Acquisition Agreement) and any ancillary documents carrying out the terms of the Transaction as set forth therein, respectively;
(iii) obtaining of all necessary and material governmental and third-party consents and approvals; and
(iv) absence of any material adverse change in the Companys or any of its subsidiaries or affiliates condition, assets operation or business prospects.
(v) confirmation by the Company that at the time of the merger the amount of debt held by the Company will be less than US $3,000,000 .
b. the Companys closing of the transaction is conditioned upon:
(i) the Companys satisfaction with the results of the legal, accounting and business due diligence investigation of Holdings and the Members to be performed by their attorneys, accountants and representatives;
(ii) negotiation and execution of a definitive agreements (including but not limited to the Acquisition Agreement) and any ancillary documents carrying out the terms of the Transaction as set forth therein, respectively;
(iii) obtaining of all necessary and material governmental and third-party consents and approvals;
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(iv) delivery of the Holdings Audits; and
(v) absence of any material adverse change in Holdings condition, assets operation or business prospects.
7. Confidentiality. Each party hereto will permit each other party and their attorney, accountants and representatives to conduct an investigation and evaluation of such other party, will provide such assistance as is reasonably requested and will give access at reasonable times to all things related to the business, personnel and assets of such other party. If the contemplated transaction is not consummated, each party hereto will not, nor will it permit any of its employees, agents or representatives to, use or disclose to any third party (except to the extent required by law or judicial process or publicly available or obtainable, from independent sources not subject to a confidentiality agreement or required by law) any information obtained in their investigation of the other party.
8. Conduct of Business. During the period from the date hereof to the closing of the transactions contemplated herein: (a) Holdings business will be carried on in accordance with all applicable laws, rules and regulations (the violation of which would have a material adverse effect on a party or any significant portion of its business) and in a manner consistent with past customs and practices; (b) Holdings agrees to conduct its business in the ordinary course; (c) Holdings will not issue, redeem, purchase or otherwise acquire, directly or indirectly any of its outstanding equity (other than as contemplated by the terms as set forth herein); and (d) the parties will not take, or permit any of its subsidiaries, if any, to take, any action which would, or which might reasonably be expected to, hinder the Transaction or render it less desirable.
9. Binding Nature/Exclusivity. Due to the binding nature of this Letter of Intent, the Company, the Members and Holdings agrees that, until the earlier of the execution of the Acquisition Agreement or sixty (60) days from the date hereof, the Members, Holdings and its affiliates, directors, representatives, employees or agents will not directly or indirectly: (i) solicit, encourage or discuss a sale of all or any substantial part of Holdings or its assets or a sale of any equity or debt security of Holdings or any subsidiary, or any merger, consolidation, liquidation, dissolution, recapitalization, reorganization, or similar transaction involving Holdings or any subsidiary with any other party (all of the foregoing are collectively referred to as Acquisition Proposals) (except as required in connection with its fiduciary duties), or (ii) provide any information regarding Holdings to any third party (other than information which is traditionally provided in the regular course of its business operations to third parties where they have no reason to believe that such information may be used to evaluate an Acquisition Proposal and information required to be delivered by legal process). The Members and Holdings (and its affiliates, directors, representatives, employees and agents) will immediately cease and cause to be terminated any and all contacts, discussions and negotiations with third parties regarding any Acquisition Proposal and will promptly notify the Company if any Acquisition Proposal, or any inquiry or contact with any person or any entity with respect thereto, is made.
10. Transaction Expenses. The Members, the Company and Holdings will each pay its own respective transaction expenses in connection with the transactions contemplated hereby, including, but not limited to, fees and expenses of legal counsel or other representatives and consultants and all other fees and expenses.
It is understood that this letter merely constitutes a non binding statement of our mutual intentions, does not contain all matters upon which agreement must be reached for the Transaction to be consummated and, therefore, does not constitute a binding and enforceable commitment with respect to matters covered by this letter (including the Transaction). A binding and enforceable commitment with respect to matters covered by this letter (including the Transaction) will result only from the execution of the definitive agreements, subject to the conditions expressed therein. Notwithstanding the two preceding sentences of this Section, upon acceptance hereof as described below, the provisions of Sections 7, 8, 9 and 10 shall be legally binding upon and enforceable against Holdings, the Members and the Company.
SIGNATURE PAGE FOLLOWS
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If the foregoing Binding Letter of Intent accurately sets forth our mutual intentions with respect to the principal terms of the proposed Transaction, please sign below and return a copy of this letter to the undersigned.
Very truly yours,
NEW AMERICA ENERGY, CORP.
By: /s/ Jeffrey Canouse
Jeffrey Canouse
Chief Executive Officer
Agreed and Accepted
as of June 21, 2021:
Third Bench Holdings LLC
By: /s/ David Fair
David Fair
Chief Executive Officer
THE MEMBERS:
____________________________
[Name]
____________________________
[Name]
____________________________
[Name]
____________________________
[Name]
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EXHIBIT 99.1
New America Energy Corp., Signs Binding Letter of Intent to Acquire Third Bench Holdings
NEW YORK, NY / ACCESSWIRE / June 23, 2021 / New America Energy Corp. (OTC PINK:NECA) today announced the signing of a Binding Letter of Intent to acquire Third Bench Holdings, an industry leader in Kitchen & Bathroom cabinetry and countertops. Management believes the acquisition will be immediately accretive to NECA's cash flow.
This is an incredible day for all New America shareholders. The Company recently announced engaging our auditors to become fully reporting, and now we have the pleasure of acquiring such a successful company with an incredible track record. I look forward to seeing their acquisition strategy unfold and build greater value going forward, said Jeff Canouse, CEO of New America Energy Corp.
David Fair, CEO of Third Bench Holdings, states We are very excited about taking this next step of becoming a public company. Third Bench is well-positioned to take advantage of the growth in commercial millwork and the historical demand for cabinets and countertops in the residential sector. We look forward to tapping into the public markets to fuel our expansion and long-term strategy.
About Third Bench Holdings, LLC
THIRD BENCH Holdings is a holding company for three subsidiary companies operating as an architectural millwork and dealers in the cabinetry, kitchen and bath areas. THIRD BENCH, through its subsidiary companies offer products in categories: Residential Cabinets and countertops and commercial millwork throughout the Western U.S. for customers from California to Texas. THIRD BENCH also provides installation services as a part of its vertical offering. The company provides its products and services through its architectural millwork and retail facilities, currently located in Albuquerque and Las Cruces, New Mexico and Tucson, Arizona. Third Bench employs over 140 people and had revenue in excess of $18.8 million in 2020. Third Bench is on a run rate of over $24.0 million for 2021 and is cash flow positive. These projections have been provided by management and do not include the additional acquisitions that are currently under review.
Third Bench Holdings
175 S. Main Street #1410
Salt Lake City, UT 84111
https://thirdbench.com/
About New America Energy Corp.
New America Energy Corp. (NECA) is a holding company focused on strategic acquisitions that are opportunistic, cash-flow positive with hard assets.
NECA Contact:
Jeffrey M. Canouse
770-235-6053
jeff@necaholdings.com
jeffcanouse@gmail.com
https:/twitter.com/necaholdings
NOTICE REGARDING FORWARD LOOKING STATEMENT
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements that include the words 'believes,' 'expects,' 'anticipate' or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the company to differ materially from those expressed or implied by such forward-looking statements.
SOURCE: New America Energy Corp.
View source version on accesswire.com:
https://www.accesswire.com/652774/New-America-Energy-Corp-Signs-Binding-Letter-of-Intent-to-Acquire-Third-Bench-Holdings