M&A: Southland Holdings, Inc.

Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: New

Accession Number: 000182912624008602

Comments: On December 27, 2024, Southland Holdings, Inc. entered into a significant transaction involving the issuance of 5,830,899 shares of common stock to executives Frankie S. Renda, Rudolph V. Renda, and Walter Timothy Winn. This share issuance was in exchange for the cancellation of $20,000,000 of outstanding amounts under specific promissory notes. The price per share for this transaction was set at $3.43, determined by the higher of the volume-weighted average price over the preceding 30 trading days or the closing price on the transaction date. This arrangement, which was approved by the Company's Audit Committee and Board, was detailed in three separate Securities Purchase Agreements corresponding to each executive. The Transaction closed on December 27, 2024. Furthermore, the shares issued under this transaction were unregistered under the Securities Act, and the purchasers were classified as accredited investors, indicating the securities were not intended for public resale. Additionally, on December 30, 2024, a press release related to this transaction was issued, further outlining its details.

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