M&A - Panamera Holdings Corp

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Form Type: 8-K

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000164033425001057

Filing Summary: Panamera Holdings Corporation entered into a binding Letter of Intent (LOI) with Rain Cage Carbon, Inc. on June 20, 2025, to establish a framework for a partnership that includes licensing Rain Cage's innovative carbon conversion technologies for deployment in the U.S. and Mexico. The LOI proposes mutual intent to merge both companies, emphasizing the synergy created by combining Rain Cage's technologies with Panamera's capabilities in the metals industry. The licensing agreement outlines payment obligations totaling up to $4,900,000 USD and 27,000,000 restricted common shares of Panamera as part of the consideration. The agreement stresses a 90-day exclusivity period to finalize the terms and aims to complete the definitive agreements by June 30, 2025, to enhance shareholder value through this strategic collaboration in clean energy and carbon conversion industries.

Additional details:

License Fee: up to $4,900,000 USD


Ongoing License Fee: 25% of Net Income from Rain Cage technologies


Restricted Common Shares: 27,000,000 shares


Principal Amount: $4,900,000 USD


Initial Payment: $500,000 USD on or before June 30, 2025


Quarterly Payment: $650,000 USD starting October 1, 2025


Maturity Date: 2026-11-30


Interest Rate: 4.9% annually


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