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Subsequent Events
3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

23. Subsequent Events

The Company has evaluated subsequent events through the financial statement issuance date, pursuant to ASC 855-10 Subsequent Events.

 

Binding LOI

On April 8, 2025, the Company entered into an Agreement for the Sale and Purchase of the Entire Issued Share Capital and Loan Notes of Wattbike (Holdings) Limited (“Wattbike”) (the “Purchase Agreement”) with the shareholders of Wattbike and holders of certain promissory notes (the “Notes’) issued by Wattbike (the “Noteholders,” and together with the Shareholders, the “Sellers”) to acquire the entire issued share capital and Notes of Wattbike (the “Transaction”).

Pursuant to the Purchase Agreement, the Company would acquire all of the issued and outstanding shares of Wattbike held by the Shareholders in exchange for £1.00, payable at the closing of the Transaction (the “Closing”). In addition, the Company would acquire the Notes in exchange for paying the Noteholders (a) shares of the Company’s Series E Preferred Stock, par value $0.0001 per share (“Series E Preferred Stock”) to be newly created, which upon the mandatory conversion date of June 15, 2026, will be convertible into the Company’s common stock, par value $0.0001 per share (“Common Stock”), payable at Closing (the “Initial Consideration”), and (b) subject to the satisfaction of applicable milestones, additional consideration consisting of Common Stock:

(i)
If the revenues of Wattbike for the period from October 1, 2025 to September 30, 2026 (“FY26”) (“FY26 Revenues”) exceed £17,500,000, the additional consideration for FY26 shall be an amount equal to 50% of the amount by which FY26 revenues exceeded £17,500,000, subject to a cap of £1,500,000. If FY26 Revenues did not exceed £17,500,000, there shall be no additional consideration paid for FY26.
(ii)
If the revenues of Wattbike for the period from October 1, 2026 to September 30, 2027 (“FY27”) (“FY27 Revenues”) exceed £20,000,000, the additional consideration for FY27 shall be an amount equal to 50% of the amount by which FY26 revenues exceeded £20,000,000, subject to a cap of £1,500,000. If FY27 Revenues did not exceed £20,000,000, there shall be no additional consideration paid for FY27.

The Closing is subject to: (a) the receipt of Wattbike of the written consent (the “FCA Consent”) from the Financial Conduct Authority in the United Kingdom (“FCA”) regarding the change of control of Wattbike on Closing pursuant to the terms of its authorization from the FCA to carry out consumer credit activities, or (b) if the FCA Consent is not provided to Wattbike prior to July 31, 2025, Wattbike shall have received written confirmation from the FCA that Wattbike’s authorization from the FCA to carry out consumer credit activities has been cancelled. If this condition is not satisfied on or before September 30, 2026, or an Insolvency Event (as defined in the Purchase Agreement) occurs, the Purchase Agreement shall be terminated automatically on September 30, 2026, or on the date that the Insolvency Event occurs.

Pursuant to the Purchase Agreement, the Warrantors (as defined in the Purchase Agreement) undertake to the Company that, during the period beginning on the date of the Purchase Agreement and ending at the earliest of (i) the Closing, (ii) September 30, 2026, and (iii) the termination of the Purchase Agreement, they shall use reasonable endeavors to procure that Wattbike and its subsidiaries operate within a 10% margin of the Total Budgeted Costs (as defined in the Purchase Agreement). If the Company is not satisfied that Wattbike and its subsidiaries have operated within such 10% margin, then the Company shall have the right to terminate the Purchase Agreement by paying to the Noteholders the Initial Consideration as a break fee.

In the Purchase Agreement, each of the Company and the Sellers have made customary representations, warranties and covenants. The Transaction is expected to close as early as the second quarter of 2025, subject to the satisfaction or waiver (if permitted) of customary conditions, including, among others, the receipt of any required stockholder approval and contemplation of applicable regulatory filings.

The board of directors of the Company and the Shareholders have approved the Purchase Agreement and the transactions contemplated therein.

Preferred Stock Dividends

Pursuant to the Certificate of Designations of Series C Preferred Stock, on April 17, 2025, the Board of Directors of the Company declared a dividend on the shares of Series C Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 46,727 shares of Series C Preferred Stock in the aggregate.

Pursuant to the Certificate of Designations of Series A Preferred Stock, on January 23, 2025, the Board of Directors of the Company declared a dividend on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind, in the form of 81,464 shares of Series A Preferred Stock in the aggregate.

The Company issued the Series A Preferred Stock and Series C Preferred Stock dividend shares on April 17, 2025.

Vendor Settlement

 

Prior to May 1, 2025, the Company received advisory services from Berenberg Capital Markets LLC (the “Recipient”). As of May 1, 2025, the Company owed the Recipient $0.5 million (the “Liability”). On May 1, 2025, the Company and the Recipient entered into a Settlement Agreement, pursuant to which the Company and the Recipient agreed to settle the Liability by issuing to the Recipient an unsecured promissory note in the principal amount of $0.5 million (the “Settlement Note”). The Settlement Note has a maturity date of May 1, 2026 and accrues interest at a rate of 5% per annum.