Item 8.01 Other Events.
Stock Purchase Agreement
On October 20, 2021, Alpine 4 Holdings, Inc., a Delaware corporation (the
"Company"), and the Company's subsidiary, A4 Aerospace, Inc., a Delaware
corporation (the "Buyer"), entered into a Stock Purchase Agreement (the "SPA")
with Identified Technologies Corporation, a Delaware corporation with foreign
registration in Pennsylvania (the "Target"), and all of the shareholders of the
Target: Birchmere Ventures 5 LP; Xalisco Ventures; Richard Zhang; Ashok Trivedi;
Sunil Wadhwani; Innovation Works, Inc.; Startbot LLC; 2008 Mark Zappala IRR
Trust; Birchmere Labs I LP; Cimax Partners I; Wu-Yang Family Trust; Zappala
Family LP; and AT Gekko PR (each a "Shareholder" and collectively, the
"Shareholders").
Pursuant to the SPA, the Buyer purchased all of the outstanding shares of
capital stock of the Target, a total of 6,486,044 shares of the Target's capital
stock (the "Target Shares"). The total purchase price for the Target Shares was
$4,000,000 and was paid in shares of the Company's Class A common stock (the
"Company Shares"), issued to the Shareholders. Following the closing of the
transaction, the Buyer owned 100% of the capital stock of the Target.
A total of 888,881 shares of restricted Class A common stock were issued to the
13 Shareholders, together with an aggregate of $35.47 in cash (to avoid the
issuance of fractional shares). The per share valuation of the Company Shares
was the closing price of the Company's Class A common stock on October 19, 2021,
$4.50 per share. Pursuant to the SPA, the Shareholders were limited to being
able to sell 33% of their shares every 90 days once the Shares were no longer
restricted pursuant to Rule 144.
The Target's primary business is commercial drone mapping services, and the
Target provides 2D data, 3D volumetrics, orthomosaics, as-built versus
as-planned comparisons, as well as progress and cost forecasting and change
detection for industrial clientele. None of the Target's assets were excluded
in connection with the purchase of the Target's equity from the Shareholders.
The Target and the Shareholders made standard representations and warranties in
the SPA, including representations and warranties relating to the acquisition by
the Shareholders of the Company Shares.
Additionally, pursuant to the SPA, Richard Zhang, the founder and former CEO of
the Target, and any of the Shareholders that were employed by the Target agreed
to remain employed with the Company for at least 1 year following the closing of
the transaction described in the SPA, and agreed to enter into employment
agreements.
The foregoing summary of the terms of the SPA is subject to, and qualified in
its entirety by the form of the SPA which is included as an exhibit to this
Report, and which is incorporated herein by reference.
Press Release
On October 20, 2021, the Company issued a press release announcing the
acquisition of the Target, in conjunction with the Company's commencing trading
on The Nasdaq Capital Market.
A copy of the press release is included as Exhibit 99 to this Current Report.
Item 9.01 Financial Statement and Exhibits.
(d)Exhibits.
Exhibit Number Description
10 Identified Technologies Corporation Stock Purchase Agreement,
dated October 20, 2021
99.1 Press Release dated October 20, 2021
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