Item 8.01 Other Information.
On
On
Merger Agreement
Pursuant to the Agreement, the Merger of Merger Sub with and into ElecJet was structured as a reverse triangular merger and was intended to qualify as a tax-free reorganization. Under the Agreement, ElecJet would be the surviving entity (the "Surviving Corporation").
The Board of Directors of the Company and of Merger Sub determined that the Merger would be in the best interests of the Company and Merger Sub and their respective shareholders.
The Board of Directors of ElecJet determined it to be in the best interests of ElecJet and its shareholders to enter into the Agreement and recommended the Merger to the ElecJet shareholders.
To close the Merger, ElecJet was required to seek and receive approval from its shareholders. Pursuant to the Agreement, one of the closing conditions was that ElecJet was required to receive approval from the holders of at least 80% of the ElecJet Shares. The three Securityholders together held 100% of the outstanding ElecJet shares, and approval was received.
Pursuant to the Agreement, the Merger will become effective when all of the
closing conditions set forth in the Agreement have been met or waived by the
applicable party and the Certificate of Merger has been filed with the
-All property, rights, privileges, immunities, powers, franchises, licenses and
authority of ElecJet and Merger Sub shall vest in the
-The Certificate of Incorporation of ElecJet will be the Certificate of
Incorporation of the
-At the Closing, the officers and directors of ElecJet immediately prior to the
Effective Time will resign, and the officers and directors of the Merger Sub
immediately prior to the Closing will be appointed as officers and directors of
Additionally, as of the Effective Time, as a result of the Merger, the outstanding securities of ElecJet will be converted as follows:
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-Shares of ElecJet's common stock that were outstanding immediately prior to the
Effective Time will be converted into the right to receive (i) shares of the
Company's Class A Common Stock equal to
-At the Effective Time, all shares of ElecJet common stock were canceled and retired and ceased to exist and would represent only the right to receive the Merger Consideration outlined above.
Additionally, the Company and the
The foregoing summary of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
Employment Agreements
In connection with the Merger Agreement, the Company and the
Gong Agreement
Planning
-In conjunction with the CEO and COO of
-Provide strategic input and leadership for the growth and profitability of the company.
-Provide direct supervision of the company for Fixed Operations, Production, and Sales. Work in conjunction with the Leadership Team to meet the goals of the Company monthly forecast and plans.
-Provide input and effort on Strategic planning and execution to enhance profitability, productivity and efficiency throughout the Company's operations.
-Ensure that all the knowledge transfer of; design specifications, patent input, operational systems, battery designs, production techniques, customer base, 3rd party software and internally written code is transferred and properly understood.
-Further development of battery-related technologies, battery manufacturing, and battery-related products.
Operations
-Promote the Company's DSF Business Model and Culture throughout the Company.
-Provide oversight and direction for all other Company executives.
-Develop and maintain good working relationships with our primary manufactures, suppliers and industry representatives.
Reporting
-In conjunction with the CEO, conduct weekly (or more frequently) management meetings to develop better communication while encouraging greater awareness and accountability within the group.
-Communicate the results of monthly and year to date numbers with ALPP management.
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Risk Management
-Identify, understand and mitigate any key elements of the company's risk profile.
-Document and monitor all open legal issues involving the company, and any legal/compliance issues affecting our industry.
-Work in conjunction with the ALPP Management, HR and other departments on;
vendor, customer, and governmental compliance training for all Subsidiaries.
-Inspire trust by being a credible leader that follows our Core Values.
-Create vision by clearly defining where your team is going and how they are going to get there.
-Coach and mentor by investing in each person on your team to improve performance, solve problems and grow their careers.
Lin Agreement
Operations
-Lead and manage RND of new and upcoming products
-Assisting the CEO/President in the assembly of required team members and assets for battery factory production
-Lead and manage RND team to record industrial know-how into the form provisional and utility patents
-Lead and manage RND team to develop near future and far future battery technologies
-Ensure that all the knowledge transfer of; design specifications, patent input, operational systems, battery designs, production techniques, customer base, 3rd party software and internally written code is transferred and properly understood.
-Assist CEO/President in maintaining relationships with suppliers and
manufacturers in
-Assist CEO/President in always finding cheaper, more reliable and effective solutions to drive cost down for products.
Risk Management
-Identify, understand and mitigate any key elements of the company's risk profile.
-Document and monitor all open legal issues involving the company, and any legal/compliance issues affecting our industry.
-Work in conjunction with the ALPP Management, HR and other departments on; vendor, customer, and governmental compliance training for all Subsidiaries.
Leadership Development
-Build, manage and lead all Chinese team members and assets
-Inspire trust by being a credible leader that follows our Core Values.
-Create vision by clearly defining where your team is going and how they are going to get there.
-Coach and mentor by investing in each person on your team to improve performance, solve problems and grow their careers.
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The foregoing summaries of the Gong Agreement and the Lin Agreement and the transactions contemplated by those agreements do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Gong Agreement and the Lin Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Royalty Agreement
In connection with the Merger Agreement, the
Under the Royalty Agreement, the
The foregoing summary of the Royalty Agreement and the transactions contemplated by the Royalty Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Consultant Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K.
Press Release
On
Item 9.01 Financial Statement and Exhibits.
(d)Exhibits. Exhibit Number Description 2.1 Merger Agreement datedNovember 29, 2021 10.1 Gong Agreement 10.2 Lin Agreement 10.3 Royalty Agreement 99 Press Release
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