For a few years now George Sharp has been putting together 3 or 4 shells. GVSI has been getting closer to the endgame which was expected to be a Reverse Merger with a Crypto related company. He has kept us all up to date with posts on X until last month when he went silent with a News release explaining the latest development Not a classic RM but.....
"American Blockchain Corporation to Raise $15 million
Press Release | 02/06/2024
Henderson, NV, Feb. 06, 2024 (GLOBE NEWSWIRE) -- American Blockchain Corporation (“ABC”), trading as Good Vibrations Shoes, Inc. (OTCMKT: GVSI), announced today that it has entered into a non-binding Letter of Intent (“LOI”) with a privately owned Blockchain and Cryptocurrency enterprise, currently operating as an LLC.
In the interest of preventing any harassment of the LLC by the public, the parties have agreed not to identify the LLC until they have entered into a definitive agreement.
Under the terms of the LOI, GVSI will raise $15 million on a “best-efforts” basis for investment in the LLC, in exchange for 35% equity membership in the LLC. Potential GVSI investors have already been identified by the LLC, which has previously and privately raised $9 million under a $30 million valuation. By using GVSI as a conduit for investment into the LLC, GVSI shareholders have a potential opportunity to benefit from the growth of the LLC.
ABC’s CEO, George Sharp, has agreed to return his 300,000 Preferred “B” shares to treasury in exchange for 50 million new common shares, in order to more than offset any share issuances to new investors. Any new share issuances cannot have restrictions removed from them until the SEC accepts GVSI’s Form 10 filing, complete with two years of audited statements. The Form 10 filing is expected to occur late in the first quarter of 2025 and the SEC typically requires 3 to 6 months for comments/question before accepting such a filing. Furthermore, a lock-up agreement will ensure that divestiture of these new shares cannot take place before January 5, 2026.
The LOI also provides Worldwide NFT, Inc. (OTCMKT: WNFT) the opportunity to provide the final $2 million of the $15 million investment into GVSI, dependent on WNFT’s ability to raise these funds.
Under the LOI, a target date of March 15, 2024 has been set for execution of a definitive agreement, at which time the identity of the LLC will be revealed. That date may be extended by mutual agreement if necessary to facilitate GVSI’s raise.
As always, GVSI management implores potential investors not to risk indispensable funds and to understand that a Letter of Intent does not constitute a definitive agreement. Any investor should consider the possibility of losing their entire investment. There are no assurances that GVSI will be able to fulfill its obligations under the terms of the LOI."
Late yesterday he Tweeted...... with news and it was disappointing to some....that deal fell thru.....
"On February 6, 2024, $GVSI announced that it had enter into a non-binding Term Sheet for the acquisition of a privately owned Blockchain enterprise. This evening, that company informed $GVSI by email, that it was terminating the merger effort as neither they nor the funding company wished to be involved in the "culture of chaos that is common in the OTC market". Specifically, the blockchain company cited the "lack of appreciation by supposed shareholders who currently own nothing as will [sic] as disdain towards management, as seen on social media." The email also states that, "We do not wish to be subject to nor influenced by public holiganism [sic]."
$GVSI notes that the owners of the blockchain company are foreign-born Americans and of a culture more tempered than that of western countries.
$GVSI management will continue to seek the acquisition of an asset, but given the previously discussed issues with FINRA, it does not expect to be successful before mid-2025."
That is where we are now....and I've likely left something out somewhere but it's a summary.
"To Be Is To Do"...."To Do Is To Be"...."Do Be Do Be Do"
