M&A - Brazos International Exploration, Inc.

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Form Type: 10-12G/A

Filing Date: 2025-02-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225006190

Filing Summary: Scepter Holdings, Inc., a Nevada-based corporation, filed this amendment to register its common stock under the Securities Exchange Act of 1934. Recently, the company signed a definitive agreement to acquire Ballengee Group’s baseball operations, a sports management company handling Major League and Minor League players, in a $47 million transaction consisting of stock and promissory notes. They also signed a letter of intent to acquire Matchpoint Connections, LLC, which provides technology to assist universities in managing Name, Image, and Likeness contracts. Both acquisitions are expected to close in the first quarter of 2025. The filing aims to ensure stockholders’ liquidity and transparency in anticipation of the companies becoming subject to ongoing reporting obligations. The company anticipates that these acquisitions will enhance its revenue opportunities and strengthen its portfolio in sports and social media management, leveraging its AI-based software, Adapti, designed to optimize marketing campaigns. However, there are no guarantees regarding the successful completion of these transactions or their financial outcomes for the company.

Additional details:

Acquisition Amount: $47 million


Acquisition Target 1: Ballengee Group


Acquisition Target 2: Matchpoint Connections, LLC


Expected Closing Date: 2025-03


Adapti Software Development Cost: $500,000


Revenue Generated 2023: $13,672


Revenue Generated 2024: $15,447


Form Type: 10-12G/A

Filing Date: 2025-01-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225004272

Filing Summary: Scepter Holdings, Inc. has filed this document to provide an update regarding its acquisition activities. The Company has announced the signing of a definitive agreement to acquire the baseball operations of the Ballengee Group. This acquisition, valued at $47 million, comprises a combination of stock and promissory notes and is anticipated to finalize in the first quarter of 2025. Additionally, the Company has signed a letter of intent to acquire Matchpoint Connections, LLC, which offers technology and software solutions for managing Name, Image, and Likeness (NIL) contracts for athletes. The dealings are aimed at enhancing Scepter's portfolio in the sports management sector. The document further elaborates on the risks and uncertainties associated with these acquisitions, including the conditional nature of their closure and the lack of guarantees regarding their successful integration and revenue generation. Furthermore, it highlights that Scepter is in an emerging growth phase, which might allow for certain reporting exemptions. During this phase, the Company's influencer marketing software, Adapti, is expected to leverage artificial intelligence to improve marketing strategies and return on investments.

Additional details:

Common Stock Title: Common Stock


Large Accelerated Filer:


Accelerated Filer:


Non Accelerated Filer:


Smaller Reporting Company:


Emerging Growth Company:


Acquisition Value: $47 million


Acquisition Target 1: Ballengee Group


Acquisition Target 2: Matchpoint Connections, LLC


Anticipated Closing Dates: first quarter of 2025


Form Type: CORRESP

Filing Date: 2025-01-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225004274

Filing Summary: Scepter Holdings, Inc. NV is filing Amendment No. 3 to its Registration Statement on Form 10 in response to comments from the SEC related to their previous amendment. Key disclosures revised include a discussion on the auditor's going concern opinion and financial losses. The company clarified its business operations, particularly regarding its products, stating the focus on Dermacia branded cosmetics and the lack of major customers or significant intellectual property agreements. Additional clarifications were made on demographics targeted for marketing Dermacia, the capabilities of their AI-driven product promotion service, and the basis for claims about influencer partnerships. Importantly, the company is also addressing the planned acquisition of Matchpoint Connection, LLC as indicated in a prior Form 8-K and confirms that the Letter of Intent has been filed as an exhibit. Further updates involve security ownership disclosures, loans from related parties, and adjustments related to past stockholders' equity.

Additional details:

Item 1: auditor going concern opinion addressed


Item 2: clarified product offerings as Dermacia cosmetics


Item 3: filed Letter of Intent for Matchpoint Connection, LLC acquisition as Exhibit 10.03


Item 4: no major customers or significant IP agreements


Item 5: demographic targeting details improved


Item 6: AI product promotion capabilities discussed


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