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Ecoark's Bitcoin miner business Agora Digital to hold IPO
Mar. 09, 2022 1:50 PM ETDEFY, ZESTBy: Val Kennedy, SA News Editor
Bitcoin Cryptocurrency concept
Bitcoin miner Agora Digital Holdings (DEFY), which is majority-owned by Ecoark Holdings (NASDAQ:ZEST), has filed to hold an initial public offering.
In a filing, Agora said it intends to list its shares on Nasdaq under the symbol DEFY. The size and price of the deal were not disclosed. HC Wainwright is serving as lead bookrunner.
Shares of Ecoark, which holds a roughly 90% stake in Agora, were down 22% at $2.38 at approximately 1:00 p.m. ET in the wake of the filing.
Agora is engaged in digital assets mining, with an initial focus on Bitcoin.
According to the filing, Ecoark intends to spin-off 80% of its common stock in Agora, or about 33.3M shares, as a dividend to its shareholders approximately 90 days after the offering. Agora said there was no guarantee that the spin-off would take place or occur as expected.
After the spin-off and offering, Ecoark is expected to retain a 15% stake, or 8.3M common shares, in Agora. The Bitcoin miner intends to use most of the proceeds from the IPO to expand operations and for general corporate purposes, including a possible paydown of debt owed to Ecoark.
Agora's chief executive officer, William Hoagland, also serves as chief financial officer for Ecoark, but plans to step down from his position at Ecoark following the spin-off.
Agora is currently operating in the red. For the nine months ended Dec. 31, 2021, Agora reported a pro forma net loss of $3.3M on revenue of $1.8M.
https://seekingalpha.com/news/3811300-ecoarks-bitcoin-miner-business-agora-digital-to-hold-ipo
Show me a deal or a funder that doesn’t already have a vested interest in this company.
Then maybe it’s worth looking at.
A great day for HMBL!!!!
Another step forward!!!
$HMBL.
RECENT DEVELOPMENTS
During our fiscal year ended March 31, 2022, we made a conscious decision to enter the Bitcoin mining business. To advance that goal, we formed Agora on September 17, 2021, transferred our financial services business, Trend Discovery Holdings, to Agora and provided loans to enable it to commence its mining business and initiate its planned public offering. While that offering has been delayed to regulatory factors outside the Company’s control, we expect we will be able consummate it in the near future subject to both the regulatory environment and market conditions for both Bitcoin and the stock market in general. Agora expects to file an amendment to its Registration Statement in the next several weeks after completion of its audit for the year ended March 31, 2022.
Because of our need to raise capital for current business operations and growth of existing business lines, we entered into the Agreement with the Selling Shareholder, which is a subsidiary of BitNile Holdings, Inc. (“BitNile”) (NYSE American: NILE). BitNile is also engaged in the Bitcoin mining business and is therefore a competitor of Agora.
The Warrant provides the holder with the right to purchase a number of shares of Common Stock as would enable the holder together with its affiliates to beneficially own 49% of the Company’s Common Stock, calculated on a fully diluted basis, at an exercise price of $0.001 per share. The Warrant becomes exercisable beginning after the completion by the Company of distributions to the Company’s security holders of the Company’s equity ownership of its three principal subsidiaries: Agora, Banner and Zest (the “Distributions”), provided that as of such time (i) the Warrant has been approved by the Company’s shareholders and Nasdaq, and (ii) the holder together with its affiliates does not beneficially own at least 50% of the Company’s outstanding Common Stock.
To date, discussions between BitNile have centered upon Ecoark being able to spin-off to its shareholders each of 100% of Agora, Banner and Zest Labs, Inc. Other than the initial spin-off of 80% of Agora within six months of Agora’s closing of its initial public offering, the timing of the remaining spin-offs as well as any acquisition of another business is uncertain. BitNile files reports with the SEC which investors are encouraged to review at www.SEC.gov/EDGAR.
Recently, Ecoark and Bitstream Mining LLC (“Bitstream”), an Agora subsidiary, were sued as defendants by Print Crypto Inc. (“Print”) in state court in Texas. Print is seeking to recover $256,733 plus interest and attorneys fees based on Bitstream’s alleged breach of contract. The complaint expresses no independent basis for suing Ecoark. Both defendants have filed an answer denying liability which answer includes a special exception for Ecoark since it was not a party to the contract in question. In addition, Bitstream filed a counterclaim seeking actual damages of $1.4 million it previously paid Print in addition to interest and attorneys fees. Bitstream alleges that the contract required Print to test the computers prior to delivery which Print failed to do based upon the various defects. In addition to its breach of contract claim, Bitstream is seeking actual and punitive damages alleging Print engaged in fraudulent acts.
https://www.sec.gov/Archives/edgar/data/1437491/000121390022032046/ea161398-424b5_ecoarkhold.htm
Then don't buy tomorrow.
It was an IPO/Spinoff failure. Completely different. But the bottom line is that said model is garbage. It's a miner'....and very late to the game.
I just don't want to spend my Thursday night arguing whether it is an opportunity cost or a conservative profitable sell. Who cares?
Whether the line of credit is fully used or if they owed $4.95 mil and paid off a couple hundred k from that amount or they owe $7 mil.
The company just bought a lot of land, had professional fees of $3 mil for startup. Has $3mil in goodwill. It is obviously in it's initial start up phase. Yet they brought in $1.7 mil in revenue early on. They are just starting their bitcoin mining in June of 22.
? What... They borrowed over USD4.5 Million within three Months... and As of March 18, 2022, we had borrowed $4,812,121 from Ecoark.
You think they just stopped there....? It's maxed out and was dependent on the spin off IPO that didn't happen. It was a bust.
Well, that is much better. Thanks.
The $4.7 Million as you noted is from December 31, 2021. That was over 7 Months ago. On Sept 30,2021..the amount owed to Parent was $350,517
? I am not arguing anything...just stating what is. For f' sake.. selling to avoid a downside is just being conservative. End of discussion.
Ok mister Webster. Not really up for arguing words today, but thanks.
Are you saying Hoagland is Foote's parents? Mother or father? It should be a straightforward answer, but lately I hear men can get pregnant... so I'll ask.
And it isn't $7 mil:
No..it's not. That is not how it works. It is an over used word that is embellished. Just because you sell something at a certain price and it goes higher or lower in the future has absolutely nothing to do with the term opportunity cost.
David the alleged rapist?
Must be someone else.
No, I made quite a bit on ETH recently. I sold at $1754 but it is now $1883. That difference in a day would have made me - just under $2300. That is opportunity costs.
No..."As for your innuendo, the selling company knows that you don't pick up $60mil worth of stock in a company with $120mil market cap in expectation of selling your shares. If they dumped, they might get $3mil if they were lucky. They are in it to win it."
Their subsidiary "Digital" will be bankrupt come September 30th(post). HMBL is willing to take on $17.5 Million of debt and take such off of the parents books($7.5 Million) and $10 Million in new debt dependent on consummation. They are not willing to give them cash for such(smart)...but they are willing to give them somewhere between .6 Billion to 1 Billion in shares(converted to common for example). And so it goes...
Sent to the SEC.
They obviously went a different route.
Re-read it. Says $4.7 mil of a $7.5 line of credit.
My guess is that the company will need to reassess selling securities. The SEC is slow rolling all crypto companies until they can figure out what they have. Mining seems to be the focus based on the PR. The company also has other things moving forward such as $100k a month in oil revenues.
You lost $2300...period. You thought it was going to drop so you cut. Nothing wrong with that..but never associate such as an opportunity cost. You simply made an adjustment.
They had a gross profit of $400k. They lost money on admin and selling exp. Check out their intangibles - happens often with new companies. With a merger/acquisition, those costs will be eliminated soon. First we will see a large hit on goodwill - $60 mil, then we will start to see profits.
Because of this:
It will be interesting to see what liabilities come with the transaction.
But reviewing that S-1 it is somewhat obvious why Ecoark is selling Agora.
Next question is how much do they have to raise the AS to account for the new class of prefs (assuming they are convertible)…or how big an RS to accommodate?
Also ....:
Said failed IPO owes Ecoark Holdings Inc a $7.5 million term note @ 10% which is due Sept 30th..and by their own admission..will not be extended.
Well there ya go! I knew something was fishy with that deal.
And why are they having problems with their S1 as well?
https://www.sec.gov/cgi-bin/browse-edgar?company=Agora+Digital+Holdings%2C+Inc.+&match=&filenum=&State=&Country=&SIC=&myowner=exclude&action=getcompany
https://www.sec.gov/Archives/edgar/data/1886015/000121390022021648/fs12022a7_agoradigital.htm
But that last amendment was April…and nothing since. Can we expect a notice of withdrawal soon?
I invested in TSLA at $220 and they didn't make a dime at that time. The CEO was literally sleeping under his desk. Things looked bleak. Unfortunately I sold at only a small profit. I got caught up on message board posts saying the sky was falling.
Agora had a $3.3 million loss on $890K in revenue in the last three months of 2021.
You mean HMBL S1 becoming effective?
I guess they didn't tell you:
https://www.otcmarkets.com/filing/html?id=15971869&guid=j71-k65yvZMXB3h
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTICE OF EFFECTIVENESS
Effective Date: July 27, 2022
Form: S-1
CIK: 0001119190
Company Name: HUMBL, INC.
File Number: 333-261403
Most posts are comical as they are not fact based. The bottom line is even with the clown show, this based on what we know is doomed.
Fins will make investors cringe.
Good seeing you oceans. And yes, I love the gestures of fairness everywhere. "Everyone else is bad for making money, but when we take your money it is for the benefit of mankind - so shut up and bend over."
Read the S1 amendment no7 before making that claim.
Why hasn’t that S1 been deemed effective after all this time?
You have to admit it’s pretty funny when some pretend to take the moral high ground, as if it’s somehow unethical to take profits on a security.
Just today I bought a jar of Jiffy peanut butter.
I wonder if the manufacturer felt any guilt about about selling it to me for more than it cost him?
I mean, the ethical thing would be to sell it to be at his cost, right?
Just like the car I bought last year.
Profit is baaaaaaad LOL
O11
Yep, another insider is paying big bucks to watch this grow. Think someone would sink $10 mil of his company's money into HMBL unless he knew it was destined to be exponentially bigger?
Agora Digital Holdings -
https://www.sec.gov/cgi-bin/browse-edgar?company=Agora+Digital+Holdings%2C+Inc.+&match=&filenum=&State=&Country=&SIC=&myowner=exclude&action=getcompany
https://www.sec.gov/Archives/edgar/data/1886015/000121390022021648/fs12022a7_agoradigital.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Amendment No. 7 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
Agora Digital Holdings, Inc.
(Exact name of registrant as specified in its charter)
_____________________
Nevada
7374
87-2830596
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
145 King Street, Suite 410
Charleston,
South Carolina 29401
(800) 219-0518
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_____________________
William B. Hoagland, CFA
Chief Executive Officer
145 King Street, Suite 410
Charleston, South Carolina 29401
(800) 762-7293
That name rings a bell. Will be interesting to see the names behind it and how they fit in.
Another deal with one of the insiders?
I mentioned earlier today about new funding and what it might mean to the share structure.
I will keep an eye on the Authorized shares in Delaware to see if they increase anything.
What?
and whose money do you think you are holding when you sold your shares for such a handsome profit?
Sorry plenty in the HUMBLFam were buying what was the top and at every dip all the way down trying to average down.
A good example was this tweet from one of the main promoters/HUMBLFam
Decency @ funtradergirl - tweet directed at Brian
“@humblceo remember the podcast when u said u went OTC to stay true to “the tenets of DeFi” by giving us commoners a chance? As of now I paid $6 a share at $1.50 pre-RS. Split me again & I paid $8-$10 a share? How is this different than going IPO? U are losing ur core values $HMBL
With good news after good news, our PPS will rise.
NYSE only requires $1 ps.
How much more powder do u think we have? We have sacrificed vacations, put kids college $ in,401K $ in, have worked extra job for more $HMBL shares.
Do u realize how much people have tried to accumulate?”
——
So basically you are probably enjoying some kids college fund, retirement money, vacation money.
Best not to brag too much about that.
Couple things you might have missed. Says contracts in place. They also are mining bitcoin for actual money. So your math is a bit fuzzy. Even if both end up a small amount at present, the acquisition adds another branch to this business and brings a ton to the table.
When you buy a company that includes people continuing on, you are paying for their expertise. They also have experience in uplisting. Gonna happen and I would guess soon.
Also, they will be paid in stock. Which means that the people who are going to hand over $10 mil in cash and contracts and expertise and an ongoing business, they just invested heavily in a stock called HMBL.
As for your innuendo, the selling company knows that you don't pick up $60mil worth of stock in a company with $120mil market cap in expectation of selling your shares. If they dumped, they might get $3mil if they were lucky. They are in it to win it.
They are spending $60 million in company equity for $5 million in Bitcoin mining equipment and $10 million in cash.
That is a 50% increase in the equity for value of $15 million….that is about $0.02 per share.
Brian has shown a tendency to over pay for things.
No wonder Ecoark did the deal…they are probably wondering how they made out so well.
Will be interesting to see the details on the designation of that preferred stock…convertible perhaps?
I was just reponding to your response about how the stock did since it's unprecidented run up. 328,000% up. Nope, not a mistake in the decimal points. 328,000%. I know of no other stock that has a similar record in a matter of months.
Perspective is everything.
The stock left the atmosphere for a breif moment and then settled way up high on the mountains. A 20,000% run up is still incredible, but not good enough for some because someone surely bought at $7.00, right? Someone sold at that price too.
Those who can't see the forrest for the trees are those who didn't get in on the run up. Sitting on the sidelines is the saddest place to be on a stock that runs 328,000%.
BTW, any commentary on todays PR? I'm pretty excited. I am guessing you are too.
Sure people who sold at the top or anywhere close to it made bank.
I was merely responding to your statement that it is currently up 20,000% from Nov 2020 as if that has any meaning. In order for it have meaning to someone now, as in their HMBL account balance is up 20,000%…means they at one point they had an account that was up 1.5 MILLION percent and have watched that steadily erode away.
But I get it…many who got caught in this thing when it was “dollars” because they bought into the bullshit are now praying that lighting strikes twice.
And that is extremely unlikely for a variety of reasons.
HUMBL Announces Entry Into Agreement To Acquire Agora Digital In All Stock Transaction.
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HUMBL will allow you to send, receive, exchange and borrow money at up to an estimated 50% savings vs. competitors.
HUMBL will be working with partners in Latin America, Caribbean, Africa and the Asia Pacific in countries that have been overlooked or underserved by traditional payments and financial service providers.
CLASS ACTION
LAWSUITS FILED
Quick review of claims
2. Throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business and operations. Specifically, Defendants made false and/or misleading statements and/or failed to disclose (1) that the HUMBL Pay App did not have even the basic functionality that it promised investors; and (2) that several of its hyped international business partnerships had a very low chance of contributing material revenues to the Company’s bottom line. As a result, the Company’s public statements were materially false and misleading at all relevant times. 3. Defendants also sold a series of highly speculative unregistered securities called BLOCK Exchange Traded Index (“ETXs”) products. These
https://www.humbllawsuit.com/_files/ugd/157867_cd077ccd1b51499996606718b32b36dc.pdf
NEW YORK, NY / ACCESSWIRE / May 20, 2022 /Bronstein, Gewirtz & Grossman, LLC notifies investors that a class action lawsuit has been filed against HUMBL, Inc. ("HUMBL" or the "Company") (OTCMKTS:HMBL)and certain of its officers
https://www.barrons.com/articles/shareholder-alert-bronstein-gewirtz-grossman-llc-notifies-humbl-inc-hmbl-investors-of-class-action-and-encourages-investors-to-contact-the-firm-01653059779
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For more information, visit - https://www.humbl.com
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