American Resources Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 (See: General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement
On December 30, 2024, American Resources Corporation’s majority owned subsidiary, American Infrastructure Corporation (“AIC”) entered into a binding term sheet (the “Term Sheet”) defining the primary terms of a series of a binding merger (the “Merger”) between American Infrastructure Corporation, CGrowth Capital, Inc. (“CGRA” or the “Company”), and American Resources Corporation, the controlling shareholder of AIC.
As set forth in the Term Sheet, CGRA will purchase 100% of the issued and outstanding shares of common stock of AIC and its shareholders on a fully diluted basis. Concurrently CRGA will issue 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 will be a wholly-owned subsidiary of CGRA, all AIC shareholders would sell all their common stock in AIC, proportional to their ownership in AIC, for the Ten Million Series A shares.
The Series A will provide 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 will convert 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.
Subject to the terms and provisions of the Term Sheet, the parties agree to progress to the execution of a definitive merger agreement (the “Merger Agreement”) setting forth the terms and conditions of the transactions contemplated by this Term Sheet. In addition to the terms set forth in this Term Sheet, the Merger Agreement will contain such additional representations, warranties, covenants, conditions, and terms as are customary of transactions of the type contemplated by this Term Sheet and are consistent with the terms of this Term Sheet.
The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, which is attached as Exhibit 10.1 to this Current Report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached hereto and filed herewith.
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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.
| American Resources Corporation | |||
| Date: January 6, 2025 | By: | /s/ Mark C. Jensen | |
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| Mark C. Jensen | |
| Chief Executive Officer | |||
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