M&A - James Maritime Holdings Inc.
Form Type: CORRESP
Filing Date: 2025-01-31
Corporate Action: Acquisition
Type: Update
Accession Number: 000109690625000116
Filing Summary: James Maritime Holdings Inc. responded to an SEC comment letter dated December 11, 2024. The response detailed the full integration of results from USS, acquired in September 2022, resulting in improved revenues due to higher-margin contracts and reduced overhead costs. The company noted a decline in sales during 2024 without cost-cutting measures. Key financial details were provided, including general and administrative expenses and adjustments related to goodwill and intangibles. The company is committed to following ASC guidance for revenues and expense disclosures and reported on its debt settlements and loan agreements. Significant points included the impact of litigation on the Gladiator brand and the cancellation of shares under the terms of the Gladiator Stock Purchase Agreement. Also mentioned were compliance with accounting standards regarding revenue recognition and the valuation of contingent considerations related to acquisitions.
Additional details:
Response: During 2023, the results of operations of USS were fully integrated after acquisition.
Response: In 2022, general and administrative expenses included substantial consulting and impairment losses.
Response: The Company used third-party assistance to compute ERCTC eligibility, resulting in $2,959,811 recorded as other income.
Response: The Company engaged a factoring bank for receivables due to upfront guard expenses.
Response: The Gladiator brand's future operations are uncertain due to ongoing litigation.
Response: An Earnout clause was included in the Gladiator acquisition deal with retention of shares based on revenue performance.
Response: The classification of warrants and equity instruments is consistent with ASC standards.
Response: The Company recognized a loss and resolved loan misclassification issues regarding Bayview Funding.
Response: Future filings will include clarification of the single reportable segment operation.
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