PEREGRINE INDUSTRIES, INC. Item 1.01 Entry into a Material Definitive Agreement
On
The transaction is being accounted for as a reverse recapitalization. This means that, while Peregrine was the acquiring company from a legal perspective, Mace will be treated as the acquirer for accounting purposes.
The foregoing description of the Plan and Agreement of Merger does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
3
The Company completed the acquisition of Mace upon closing of the Merger. The
closing occurred on
The Company's common stock is currently quoted on OTC Markets Group, Inc. Pink under the symbol PGID.
The Merger and its related transactions were approved by the shareholders of a
requisite number of shares of Mace and all of the issued and outstanding shares
of
The Merger is being accounted for as a reverse acquisition and recapitalization. Mace is the acquirer for accounting purposes and the Company is the issuer. Accordingly, Mace historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares received in the Merger. The accumulated deficit of Mace is carried forward after the acquisition. Operations prior to the Merger are those of Mace. Earnings per share for the period prior to the Merger are restated to reflect the equivalent number of shares outstanding.
There were 23,002,063 shares of our common stock outstanding previous to this transaction, of which 22,477,843 shares were held by the officers, directors and 5%+ shareholders of Mace and will be returned to treasury in exchange for the Mace common shares held by each officer, director and 5%+ shareholder.
Thus, Mace was a related party of ours prior to the Merger, and we continue to be controlled by the officers, directors and 5%+ shareholders of Mace. Other than the common ownership and control, prior to the Merger, there were no material relationships between us and Mace, or any of their respective affiliates, directors or officers, or any associates of their respective officers or directors, other than as disclosed in this Current Report.
The shares issued in the Merger were not registered under the Securities Act but were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation S and Regulation D promulgated thereunder.
We believed these exemptions were available because:
* We are not a blank check company.
* The shares were issued to non-
As to shares issued to
? The issuance was not accompanied by general solicitation or advertising;
? All certificates had restrictive legends
? Shares were issued to persons with a pre-existing relationship with Mace's
directors, executive officers or employees, and contracted services.
? Shares were issued to investors who represented that they were accredited
investors.
In connection with the above transaction, although some of the investors may have also been accredited, we made the following available to all investors:
? Access to all our books and records
? Access to all material contracts and documents relating to our operations
? The opportunity to obtain any additional information, to the extent we
possessed such information, necessary to verify the accuracy of the
information to which the Mace shareholders were given access.
We intend to carry on the business of Mace, as our primary line of business.
4 DESCRIPTION OF BUSINESS Historical Overview
In
On
Item 3.02 Unregistered Sales of
The information provided in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
The shares were issued pursuant to the exemption from registration found in Regulation D, Regulation S and through Section 4(2) promulgated under the Securities Act of 1933, as amended.
Item 5.01 Changes in Control of Registrant.
The information provided in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
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Since the change in the Company's year-end is from the last day of the month
ended
Item 5.06 Change in Shell Company Status.
As a result of the consummation of the Merger in Item 1.01 and the additions of business operations described in this Current Report on Form 8-K, we believe that we are no longer a "shell company," as that term is defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
- Audited Financial Statements of
(d) Exhibits
Exhibit Number Description of Exhibit Filing
3.1 Articles of Merger Filed August 3, 2021 with Filed herewith.
the Florida Secretary of State
10.01 Plan and Agreement of Merger by and between the Filed herewith.
Company and MACE Corporation.
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