M&A - TurnKey Capital, Inc.

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Form Type: 8-K/A

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000182646625000048

Filing Summary: On May 8, 2025, Turnkey Capital Inc. filed an 8-K/A to report an asset acquisition that took place on July 31, 2023. The company entered into an Asset Purchase Agreement with Aedan Looking Glass Inc., where it acquired 100% of the Adaptive Intelligence technology assets, valued at $1,482,000. Following this acquisition, a change in control occurred wherein New Management acquired 100% voting power through the issuance of 18,525,000 common shares and a share of Series B preferred stock. The previous directors and officers, Neil Swartz, Timothy Hart, and Richard Paull, resigned, and new officers were appointed, including Dawnte Bailey as CEO and Gary Griffes as President, among others. The company maintains its status as a non-shell entity, confirmed by a legal opinion filed as an exhibit.

Additional details:

Item 1 01 Acquired Assets: Adaptive Intelligence technology assets


Item 1 01 Acquisition Value: 1,482,000


Item 5 01 Change In Control: Yes


Item 5 02 Resigned Officers: Neil Swartz, Timothy Hart, Richard Paull


Item 5 02 New Officers: Dawnte Bailey (CEO), Gary Griffes (President), Norm Thomas (CFO), Russell Ward (Investor Relations), Andreas Zill (Director), Kurt Huwig (CTO)


Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000156750325000001

Filing Summary: On July 31, 2023, Turnkey Capital Inc entered into an Asset Purchase Agreement with Aedan Looking Glass Inc to acquire 100% of the Adaptive Intelligence technology assets, valued at $1,482,000. This acquisition changes the company’s status to a non-shell entity, confirmed by a legal opinion. There was a change in control of the company on the same date, as Turnkey issued 18,525,000 common shares and a share of Series B preferred stock, granting ALG voting control to New Management. The previous officers/directors resigned, and new management was appointed, including Dawnte Bailey as CEO, Gary Griffes as President, and Norm Thomas as CFO. The former officers/directors now hold less than 5% of the common stock and have no significant influence.

Additional details:

Entry Into A Material Definitive Agreement: July 31, 2023


Acquisition Valuation: $1,482,000


Change In Control Date: July 31, 2023


Number Of New Common Shares Issued: 18,525,000


New Management Ceo: Dawnte Bailey


New Management President: Gary Griffes


New Management Cfo: Norm Thomas


Former Officers Resigned: Neil Swartz, Timothy Hart, Richard Paull


Voting Power Of Former Officers: less than 5%


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