PHCI 8-K
Panamera Holdings Corp (PHCI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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.
Item 1.01. Entry into a Material Definitive Agreement.
On March 29, 2022, Panamera Holdings Corporation (the ”Company”) entered into a binding letter of intent (the “LOI”) with Mid-Continent Metals Group, LLC (“MMG”) as the owners of 100% of the issued and outstanding shares of common stock of Arsham Holdings, Inc. (“AHI”) pursuant to which the Company intends to acquire all of the outstanding shares of AHI common stock by means of a Share Exchange Agreement with MMG (the “Proposed Transaction”). Pursuant to the LOI, the parties intend, subject to satisfaction of various conditions, to negotiate and execute a definitive Share Exchange Agreement in accordance with the terms set forth in the LOI.
The LOI provides for an aggregate purchase price for the shares of AHI of $9,224,435 with the price payable in 9,224,435 shares of Company common stock to be exchanged with MMG for 100% of the issued and outstanding shares of common stock of AHI.
Pursuant to the LOI, if MMG fails to execute the Share Exchange Agreement by April 15, 2022, the parties may terminate the LOI. The LOI also has the Company executing a Warrant Agreement with MMG for the right to purchase up to 3,000,000 shares of Company common stock at a price of $1.00 per share for a six-month term.
The foregoing description of the LOI is a summary and does not purport to be complete. Such description is qualified in its entirety by reference to the text of the LOI, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On March 30, 2022, the Company issued a press release announcing the execution of the LOI for the Proposed Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished herein, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
Certain of the statements in this Current Report on Form 8-K are “forward-looking” within the meaning of the federal securities laws. These “forward-looking” statements include statements relating to, among other things, the proposed terms and conditions of any definitive agreement with MMG, which is subject to the receipt of all necessary approvals and satisfaction of all closing conditions for the completion of the Proposed Transaction. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this Current Report on Form 8-K, including, among other things, certain risk factors described under the heading “Risk Factors” contained in the Company’s Annual Report on Form 10-K filed for the year ended December31, 2020 with the Securities and Exchange Commission or described in the Company’s other public filings. The Company’s results may also be affected by factors of which the Company is not currently aware. The forward-looking statements in this Current Report on Form 8-K speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The Company hereby files or furnishes, as applicable, the following exhibits:
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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.
PANAMERA HOLDINGS CORPORATION |
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/s/ T. Benjamin Jennings |
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T. Benjamin Jennings |
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President, Chief Executive Officer and Director |
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Date: April 1, 2022 |
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EXHIBIT 99.1
For Immediate Release
| Contact: | Ben Jennings, CEO Panamera Holdings Corporation |
Panamera Holdings Corporation Acquires Arsham Aluminum Alloys, LLC
Transaction launches Panamera’s aluminum smelting operations
HOUSTON, March 29, 2022 – Panamera Holdings Corporation (OTC: PHCI) today announced the execution of a binding letter of intent to acquire Houston-based Arsham Aluminum Alloys, LLC from Mid-Continent Metals Group, LLC. Under the letter of intent, Arsham will merge with Panamera as a wholly owned subsidiary by means of a share exchange agreement. The transaction is scheduled to close in April 2022.
Panamera Holdings will become the leading secondary smelter of aluminum in the Southwest Region of the United States through the acquisition of Arsham Aluminum Alloys, LLC. A solid foundation for Panamera’s growth trajectory will be established with the acquisition of Arsham. Panamera’s near-term expansion plans will focus on the Gulf Coast, Midwest, and the South-Central United States.
Over the past eighteen months, significant investment has been made to modernize the equipment and plant of Arsham Aluminum Alloys and to expand its executive team. The company now is uniquely positioned to execute its business plan and is ideally situated to service the non-ferrous needs of the automotive, construction, aviation, aerospace, and equipment markets.
The Aluminum Association estimates North American consumption of secondary aluminum to be over 10.0 billion pounds annually. In 2021, it estimated North American aluminum demand to have grown by 7.7%, outpacing US GDP growth of 5.7%.
The time has come to “Reimagine Recycling through Innovation and Integrity.” The Panamera business model is the product of thoughtful analysis, technological expertise, and industry experience. The Arsham acquisition will be the first step in the implementation of this model. Panamera anticipates partnerships and acquisitions with firms that share its commitment to safeguarding the environment, conserving natural resources, developing its team of professionals, promoting industry relationships, and contributing to the communities where it operates.
T. Benjamin Jennings (Chairman, CEO), a 30-year veteran of the metals and waste industries, has again assembled a formidable team with a diversity of disciplines and expertise. Jennings has enjoyed a stellar track record of investing in the metals recycling and waste management industries. The Panamera team stands poised to capitalize on organic growth and strategic acquisitions in order to drive equity value through superior vertically and horizontally integrated operations.
Jennings, an ardent believer in metals and waste recycling, stated: “We have an extensive pipeline of opportunities, but our core strength comes from our people and their commitment to building shareholder value through their diverse backgrounds in mergers and acquisitions, real estate, legal, finance, capital markets, and engineering. The Panamera team possesses some of the strongest skill sets and connections across all segments of the industry. Our projections reflect a 100% increase in current revenue and assets in the first full year of operation.”
Bill Van Pelt IV, a principal of Arsham Holdings, will be joining the Panamera team to oversee strategic and internal corporate development. Van Pelt will bring a deep knowledge and unsurpassed attention to detail to Panamera. He is especially adept at identifying latent business planning and tax issues, assessing their impact on a company and its stakeholders, and implementing of strategies to improve operating performance.
Bill Van Pelt IV said: “We believe in environmental integrity and manufacturing in the United States. Our group understands entrepreneurs and private enterprises, has tremendous resources to offer, and a long history of entrepreneurial success.”
Panamera Holdings is headquartered in The Benjamin Building, a restored 1920s apartment structure in Houston’s Midtown District. The Benjamin is listed on the National Register of Historic Places, is a Recorded Texas Historic Landmark, and is a City of Houston designated landmark.
ABOUT PANAMERA HOLDINGS CORPORATION
Panamera Holdings Corporation is publicly traded on OTC under the symbol “PHCI.” The company will operate across the complete spectrum of the metals recycling industry, including aluminum buying, selling, and tolling through its subsidiary, Panamera Metals Group. Panamera Holdings Corporation is building relationships with recycling, metals, service, and manufacturing businesses to expand operations and capabilities and develop people through synergies with like-minded firms.
ABOUT ARSHAM ALUMINUM ALLOYS, LLC
Arsham Aluminum Alloys, LLC is a Houston-based aluminum smelting company operating under its parent company, Arsham Holdings, Inc. Arsham Aluminum Alloys generated over $7.3 million in revenue in 2021 utilizing over $9.0 million of invested equity. Arsham Aluminum Alloys purchases secondary aluminum scrap metal and produces aluminum alloys, including ingots, sows, and tolled aluminum. Arsham’s predecessor company was founded by Sheldon Arsham in 1994.
INQUIRE AND CONNECT
| Strategic Partnerships | Bill Van Pelt IV, Chief Development Officer 713-289-6285 |
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| Written inquiries | Panamera Metals Group The Benjamin Building 1218 Webster St. Houston, TX 77002 |
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EXHIBIT 10.1
