M&A - Rivulet Entertainment, Inc.

Form Type: 8-K/A

Filing Date: 2025-06-26

Corporate Action: Acquisition

Type: Update

Accession Number: 000137647425000553

Filing Summary: On July 7, 2024, Rivulet Entertainment, Inc. completed its acquisition of certain wholly owned subsidiaries of Rivulet Media, Inc. in exchange for a consideration of approximately $10 million and 97 million shares, later amended to reduce the cash portion of the purchase price to $6,450,000. As of the filing date, Rivulet Entertainment has transferred $2,950,000 to the former owners of Rivulet Media, with an outstanding balance of $3,500,000. This report serves as an amendment to the Form 8-K originally filed on March 7, 2024, primarily to include Form 10 information and audited financial statements of Rivulet Media.

Form Type: 10-KT/A

Filing Date: 2025-06-09

Corporate Action: Merger

Type: Update

Accession Number: 000137647425000520

Filing Summary: This document represents an amendment to the previous Transition Report on Form 10-KT for Rivulet Entertainment, Inc. The amendment is filed to restate certain financial statements due to an error in the recognition of an equity prepayment made to Rivulet Media in view of a pending merger. The amendment discusses the company's current financial status, noting it faces challenges primarily due to historical losses and a significant capital deficit. The report highlights management's plans for additional financing, including sales of common stock to sustain operations. The document provides an outline of financial conditions, reflecting on liquidity, capital resources, and recent asset purchase agreements. The Company acknowledges that there are potential doubts regarding its ability to continue as a going concern. Notably, an asset purchase agreement was highlighted which involves the issuance of shares and a cash payment to Rivulet Media shareholders. The cash portion of the agreement was revised down from $10 million to $6.45 million.

Form Type: 8-K

Filing Date: 2025-06-03

Corporate Action: Merger

Type: Update

Accession Number: 000137647425000509

Filing Summary: On June 3, 2025, Rivulet Entertainment, Inc. reported a conclusion by its Board of Directors that certain previously issued financial statements were to be disregarded due to a non-cash error related to the accounting for the pending merger equity pre-payment. The error, identified in the financial statements, pertained to an approximate $27 million equity pre-payment made to Rivulet Media. This amount was incorrectly categorized as an 'asset purchase deposit' rather than as an adjustment to equity on the Consolidated Balance Sheet. As a result, Rivulet Entertainment will restate its financial statements from its Form 10-KT filed on November 11, 2024, which will entail a reduction of total assets and equity by approximately $27 million, with no effect on the Consolidated Statement of Operations. The company intends to amend the relevant filing accordingly.