Enteractive Media, Inc. entered into an agreement to acquire Parsec Capital Acquisitions Corp (NasdaqGM:PCX) from Parsec Acquisitions Sponsor, LLC and others for $50.6 million in a reverse merger transaction on October 13, 2022. The total consideration to be paid at closing by Parsec Capital to the Enteractive Media shareholders will be 5 million shares of Class A common stock. As of November 1, 2022, the total consideration to be paid at closing by Parsec Capital to the Enteractive Media shareholders will be 6.9 million shares of Class A common stock for $69.8 million. Immediately following the closing of the Acquisition, former Enteractive Media, Inc. shareholders own approximately 59.6% of our issued and outstanding common stock. Upon the closing of the Business Combination, the combined company is expected to operate under the name Enteractive Media Inc. and remain a Nasdaq listed public company trading under a new ticker symbol. The board of directors of the combined company will consist of one director designed by Parsec Capital and four directors designated by Enteractive Media.

The transaction is subject to regulatory and stockholder approval by the stockholders of Parsec Capital and the stockholder of Enteractive Media; the Registration Statement shall have become effective under the Securities Act of 1933, as amended; the aggregate cash available to Parsec Capital at the Closing being at least $6 million; all Ancillary Agreements shall have been executed by all parties thereto; all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and with any other governmental authority shall have been completed and cleared; and the shares of Parsec Common Stock to be issued in connection with the transactions shall have been approved for listing on NASDAQ as of the Closing Date. The transaction has been unanimously approved by the Board of Directors of both Parsec Capital and Enteractive Media. As of December 8, 2022, Parsec Capital Acquisitions Corp. failed to make the required payment to extend the date required to consummate a business combination. Hence, because of which, the Trust Administrator has begun the process of liquidating the Trust Account. Parsec will try to receive permission from its remaining shareholders and regulatory authorities to continue its existence and complete its business combination transaction with Enteractive Media Inc. The transaction is expected to be consummated in the fourth quarter of 2022. If the Board of Directors and/or Shareholders approve to amend the articles of incorporation to continue Parsec, the Merger is expected to be consummated in the first quarter of 2023.

Arthur Marcus of Sichenzia Ross Ference LLP acted as the legal advisor to Parsec Capital. Paul Goodman of Cyruli Shanks & Zizmor, LLP acted as the legal advisor to Enteractive Media.

Enteractive Media, Inc. completed the acquisition of Parsec Capital Acquisitions Corp (NasdaqGM:PCX) from Parsec Acquisitions Sponsor, LLC and others in a reverse merger transaction on March 9, 2023.