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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/05/24 White River Energy Corp. 8-K:1,2,3,9 4/01/24 13:1.2M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 54K 2: EX-10.1 Material Contract HTML 556K 3: EX-10.2 Material Contract HTML 352K 4: EX-10.3 Material Contract HTML 6K 8: R1 Cover HTML 42K 10: XML IDEA XML File -- Filing Summary XML 12K 13: XML XBRL Instance -- form8-k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 6: EX-101.LAB XBRL Labels -- wtrv-20240401_lab XML 96K 7: EX-101.PRE XBRL Presentations -- wtrv-20240401_pre XML 64K 5: EX-101.SCH XBRL Schema -- wtrv-20240401 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001493152-24-013311-xbrl Zip 186K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) i April 1, 2024
(Exact name of registrant as specified in its charter)
| i Nevada | i 000-56617 | i 45-3797537 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| i 609 W/ Dickson St., i Suite 102 G | ||
| i Fayetteville, i AR | i 72701 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (800) i 203-5610
N/A
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Merger and Asset Purchase
On April 1, 2024, White River Energy Corp (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among with Truuli Environmental Inc., a Delaware corporation (“Truuli”), White River Native CDFI LLC, a Texas limited liability company and wholly-owned subsidiary of the Company (“White River Native”), WRG Merger Sub Inc., a Florida corporation and wholly-owned subsidiary of White River Native (the “Merger Sub”), and the holders of 99.5% of the outstanding stock of Truuli. Under the terms of the Merger Agreement, Truuli merged with and into the Merger Sub with Truuli being the surviving company and becoming an indirect wholly-owned subsidiary of the Company (the “Merger”). The Merger was effective on April 1, 2024.
Pursuant to the Merger Agreement, each share of Truuli common stock issued and outstanding immediately prior to the effective time of the Merger Agreement was converted into the right to receive a pro rata portion of (i) 5,500,000 newly issued shares of the Company’s common stock and any additional shares of the Company’s common stock in lieu of fractional shares; and (ii) $1,500,000. Up to 1,000,000 shares of the Company’s common stock issuable to Truuli’s then-principal stockholder are subject to forfeiture in the event either (a) Truuli’s Estimated Working Capital, as defined in the Merger Agreement, is determined to be less than such amount 90 days after closing; or (b) Truuli or its stockholders breach their respective representatives, warranties, covenants, and agreements as set forth in the Merger Agreement.
Concurrently with the Merger, the Company entered into and closed an Asset Purchase Agreement (the “APA”) by and among White River Native, Lion Vista Global Ventures LLC, a Texas limited liability company (“Lion Vista”), and Truuli’s then-principal stockholder. Under the terms of the APA, White River Native purchased assets consisting of limited partner interests in two limited partnerships from Lion Vista for $2,000,000, less $350,000 the Company previously advanced.
Truuli is an early stage company engaged in the business of providing environmental consulting and other services related to decarbonization. Lion Vista is an early stage company in the business of the acquisition and disposition of carbon credits, carbon offsets, and similar energy investments, and related activities incident thereto. Both Truuli and the limited partnerships have nominal working capital.
Each of the acquired businesses was acquired by and will be operated under White River Native, the Company’s subsidiary formed for ventures under the Company’s Joint Venture Agreement with a third party dated November 22, 2023, as disclosed in the Company’s Current Report on Form 8-K filed on November 29, 2023. As such, these businesses will be subject to the terms and provisions of such joint venture, including the economic interests of the third party.
Each of the Merger Agreement and the APA contain customary representations, warranties, covenants, and indemnification provisions.
The foregoing descriptions of the Merger Agreement and APA do not purport to be complete, and are qualified in their entirety by the full text of each such agreement, forms of which are filed as Exhibits 10.1 and 10.2, respectively, of this Current Report on Form 8-K.
Amendment to 2022 Equity Incentive Plan
Further, the Company’s Board of Directors amended the Company’s 2022 Equity Incentive Plan, under which the Company is now authorized to issue up to 30,000,000 shares of common stock pursuant to equity-based grants which may be made to the Company’s directors, officers, employees, and consultants. The amendment is attached as Exhibit 10.3 to this Current Report on Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
To the extent Item 2.01 of Form 8-K requires, the information contained in Item 1.01 of this Current Report on Form 8-K regarding the Merger Agreement and APA is incorporated herein by reference.
On April 1, 2024, the Merger as described above in Item 1.01 of this Current Report on Form 8-K became effective with the states of Delaware and Florida.
To the extent such transactions constitute the acquisition of a significant amount of assets, the Company will file an amendment to this Current Report on Form 8-K containing the required financial statements relating to the acquisition on or before June 17, 2024.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent Item 3.02 of Form 8-K requires, the information contained in Item 1.01 of this Current Report on Form 8-K regarding the issuance of shares of the Company’s common stock under the terms of the Merger Agreement is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Incorporated by Reference |
||||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Filed or Furnished Herewith | |||||
| 10.1 | Form of Agreement and Plan of Merger * | Filed | ||||||||
| 10.2 | Form of Asset Purchase Agreement * | Filed | ||||||||
| 10.3 | Amendment to Equity Incentive Plan | Filed | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| White River Energy Corp | ||
| Date: April 5, 2024 | By: | /s/ Jay Puchir |
| Name: | Jay Puchir | |
| Title: | Chief Financial Officer | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/17/24 | ||||
| Filed on: | 4/5/24 | |||
| For Period end: | 4/1/24 | |||
| 11/29/23 | 424B3, 8-K | |||
| 11/22/23 | 8-K | |||
| List all Filings | ||||