Evtec Group Limited entered into a letter of intent to acquire Blackboxstocks Inc. (NasdaqCM:BLBX) in a reverse merger transaction on April 14, 2023. Evtec Group Limited executed a definitive agreement to acquire Blackboxstocks Inc. (NasdaqCM:BLBX) in a reverse merger transaction on December 12, 2023. Blackbox Stockholders expected to retain 8.34% of the common shares of the combined company?s common stock post-merger.

Blackboxstocks intends to acquire Evtec by issuing common shares sufficient to give Evtec approximately 91.6% of the total post-merger common shares outstanding via a reverse merger. Post-closing, Blackbox and Evtec Aluminum common stockholders will own 26.7% and 73.3% of the estimated 12,000,000 common shares outstanding post-merger, respectively. Blackbox plans to acquire the remaining 87% of Evtec Automotive in Q1 of 2024.

Evtec Automotive?s inclusion in the merger would result in Blackbox shareholders retaining 9.5% of the combined companies. David Roberts will assume the roles of Chairman and CEO of the parent Company post-closing. Gust Kepler will continue to serve as the CEO of the Blackbox fintech operations and Robert Winspear will remain a director and CFO of the parent Company, all post-closing.

Evtec will appoint three new independent directors to the Company?s Board. The letter of intent is non-binding with the exception of a break-up fee of $500,000 if either party terminates the transaction prior to April 29, 2023, or the execution of a binding letter of intent or a definitive agreement. Closing of the transaction is also conditioned upon customary closing conditions including but not limited to regulatory, lender and stockholder approval.

Blackbox and Evtec plan to file a joint Registration Statement and proxy on Form S-4 as soon as practical. The transaction is expected to close in the first quarter of 2024.