M&A - American Resources Corp

Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000165495425001102

Filing Summary: On January 28, 2025, American Resources Corporation's subsidiary, American Infrastructure Corporation (AIC), completed a Share Exchange Agreement with CGrowth Capital, Inc. (CGRA). Under this agreement, CGRA acquired 100% of the outstanding shares of common stock of AIC. In exchange, CGRA issued Ten Million shares of newly created Series A Preferred Stock to AIC's shareholders proportionate to their ownership. AIC will now operate as a wholly owned subsidiary of CGRA, and the Series A Preferred Stock provides non-dilution rights, converting into common stock under specific conditions. This transaction positions CGRA to potentially uplist to major stock exchanges, enhancing its market presence.

Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000165495425000116

Filing Summary: On December 30, 2024, American Resources Corporation's majority owned subsidiary, American Infrastructure Corporation (AIC), entered into a binding term sheet for a merger with CGrowth Capital, Inc. (CGRA). Under the terms of the agreement, CGRA will acquire 100% of AIC's outstanding shares, and AIC shareholders will receive a proportional share of Ten Million newly created Series A Preferred Stock. This Series A will grant holders non-dilution rights and has specific conversion terms into common stock of CGRA based on certain conditions, including uplisting to a senior stock exchange or after 12 months. A definitive merger agreement will follow, detailing customary representations and terms for such transactions.