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SKK Holdings与Rantizo签署了一项资产购买协议，以约2.588亿美元的资产收购收购无人机资产

2026-05-04 22:22

  • Rantizo will receive newly issued Class A ordinary shares of SKK Holdings in a formula-based issuance referencing the volume weighted average price of SKK Holdings Class A ordinary shares over the three (3) trading days prior to the date of closing and the total fully-diluted shares outstanding. The Acquired Assets are being acquired at a $258.8 million valuation, The Company received an independent third-party valuation of Rantizo from Newbridge Securities Corporation, and such third-party valuation was part of the Company's internal process to get to the valuation of the Acquired Assets. Following the closing of the transactions, Rantizo will own the substantial majority of the issued and outstanding Class A ordinary shares of SKK Holdings.
  • Concurrent Share Purchase: Rantizo will acquire Class B ordinary shares from certain existing SKK Holdings shareholders for an aggregate cash consideration of $8 million, giving Rantizo an immediate equity position concurrently with the closing of the Asset Purchase Agreement.
  • Board Representation: At closing, Rantizo will have the right to nominate two (2) directors to SKK Holdings' board of directors, consisting of one (1) executive director and one (1) independent director, meeting all Nasdaq and SEC independence requirements.
  • Registration Rights: The Company has agreed to register the resale of the Consideration Shares under the Securities Act pursuant to a customary registration rights agreement to be entered into at closing.
  • Lock-Up: Each director and officer of SKK Holdings at closing will enter into a six-month lock-up agreement with respect to their SKK Holdings securities.
  • PIPE Transaction: At or prior to the closing, certain investors of Rantizo are expected to invest an aggregate of $10 million into Rantizo, the proceeds of which shall be deposited into an escrow account. Release of the proceeds of such capital raise to SKK Holdings is conditioned on the closing of the transactions. At closing, in consideration of payment to it of the $10 million from escrow, SKK has agreed to issue to Rantizo an additional number of its Class A ordinary shares based on the VWAP of the SKK Class A ordinary shares on each of the three trading days prior to closing.
     

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