Frequency Holdings Inc (FRQN)

[trader59]

So, Reachout is losing money, $975k for year ending Dec 31, 2023 on revenues of $2.7M. Kinda different from the hype posted up around these parts. Balance sheet shows they're upside down on assets to liabilities, too. Redgear, who they just acquired at the end of the year, did make $45k on revenues of $4.6M.

Trillium got Preferred D stock convertible into 10% of the common stock, fully diluted. Dickson got preferred D stock convertible into 2.5% of the common stock, fully diluted. And the shareholders of Reachout get Preferred C stock convertible into 87.5% of the common stock, fully diluted.

Here's the wording of the 8K for the share exchange, and I'm not sure exactly how they intend to do this math to determine how much stock constitutes 87.5% of the common stock of YCRM. It makes sense that the shareholders of Reachout aren't going to share their company with the bagholders of YCRM's failed scams.

Share Exchange Agreement with ReachOut Technology Corp.

On November 7, 2023, Yuengling’s Ice Cream Corporation (the “Company” or “YCRM”) entered into an Share Exchange Agreement (the “Share Exchange Agreement”) with ReachOut Technology Corp., Delaware corporation, (“ReachOut”), pursuant to which the shareholders of ReachOut (the “Shareholders”) agreed to sell 100% of the issued and outstanding shares of ReachOut to the Company in exchange for the issuance of such number of shares of newly created Series C Preferred Stock, par value $0.0001 per share of Company (the “Series C Preferred Stock”) which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Eighty-Seven Point Five Percent (87.5%) of the total issued and outstanding shares of common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of twenty-four (24) months) as set forth in the certificate of designation to be filed at Closing for Series C Preferred Stock.

At the Closing, Trillium Partners, LP (or its affiliates ) shall receive 1,000,000 shares of newly created Series D Preferred Stock, which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal ten percent (10%) of the total issued and outstanding shares of common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of 24 months) and carry rachet and anti-dilution rights, as set forth on the certificate of designation to be filed at Closing for Series D Preferred Stock.

At the Closing, Everett Dickson (or his designee) shall receive 250,000 shares of the Series D Preferred Stock, which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal two and one-half percent (2.5%) of the total issued and outstanding shares of common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of 24 months) and carry rachet and anti-dilution rights, as set forth on the certificate of designation to be filed at Closing for Series D Preferred Stock.