SECsense Logo

Jeffs' Brands Ltd Enters $12M Merger with Impact Acquisitions Corp - Key Financial Insights

$JFBR
Form 6-K
Filed on: 2025-02-11
Source
Jeffs' Brands Ltd Enters $12M Merger with Impact Acquisitions Corp - Key Financial Insights

Here are the key insights extracted from the financial report of Jeffs' Brands Ltd (Form 6-K):

  1. Company Overview:
  • Jeffs' Brands Ltd is a foreign private issuer headquartered in Bnei Brak, Israel.
  • Commission file number: 001-41482.
  1. Proposed Transaction:
  • On February 6, 2025, Jeffs' Brands entered into a share purchase agreement with Impact Acquisitions Corp., a capital pool company on the TSX Venture Exchange.
  • The agreement involves the merger of Fort Products Limited (a wholly owned subsidiary of Jeffs' Brands) with Impact, where Impact will be the surviving corporation.
  1. Transaction Details:
  • Jeffs' Brands will sell all issued ordinary shares of Fort to Impact for:
    • 100,000,000 common shares of Impact.
    • Up to an additional 66,000,000 common shares contingent on achieving certain milestones.
  • The transaction values Impact at approximately CAD 4.8 million (USD 3.3 million) and Fort at approximately CAD 17.1 million (USD 11.9 million).
  1. Milestones for Additional Shares:
  • 22,000,000 shares upon Impact listing on a U.S. exchange within 24 months.
  • 22,000,000 shares for raising USD 8 million or more in financing within 48 months.
  • 22,000,000 shares upon reaching annual revenues of USD 15 million by December 31, 2028.
  1. Conditions for Closing:
  • Completion of the proposed transaction is contingent on:
    • A fair market value report of at least CAD 14 million for Fort.
    • Approval from the Israel Tax Authority.
    • Completion of due diligence and necessary corporate and regulatory approvals.
  • Anticipated completion date is by May 31, 2025.
  1. Compensation to Finders:
  • Impact intends to issue common shares to finders for advisory services related to the transaction.
  • The CEO of Jeffs' Brands has a personal interest in the transaction due to familial ties with one of the finders.
  1. Securities Law Compliance:
  • The shares involved in the transaction are not registered under the Securities Act of 1933, and their acquisition will be conducted under an exemption from registration.
  1. Forward-Looking Statements:
  • The report includes forward-looking statements regarding the completion of the proposed transaction, expected valuations, and ownership stakes, which are subject to uncertainties and risks.
  1. Press Release:
  • A press release dated February 6, 2025, has been issued regarding the merger agreement, indicating a valuation of up to approximately USD 12 million.
  1. Signatures:
    • The report was signed by Ronen Zalayet, the Chief Financial Officer, on February 11, 2025.

This summary encapsulates the critical components of the proposed transaction, the financial implications, and compliance considerations outlined in the report.