Safe & Green Holdings to Acquire New Asia Holdings

MIAMI, FL - Safe & Green Holdings Corp. (NASDAQ: SGBX), a developer and fabricator of modular structures, announced today the signing of a definitive merger agreement with New Asia Holdings, Inc. (NAHD), the owner of Olenox Corp. and Machfu.com. The agreement entails Safe & Green acquiring all outstanding securities of NAHD in exchange for issuing non-voting convertible preferred shares.

This strategic move aims to enhance Safe & Green’s capabilities in sustainable energy and smart industrial automation. Olenox is recognized for its innovative approach in the energy sector, particularly in oil and gas production, services, and technologies. The company’s focus on revitalizing underdeveloped energy assets has led to substantial production growth in Texas, Oklahoma, and Kansas.

Machfu, on the other hand, is a leader in the industrial IoT space, known for its solutions that connect legacy systems with modern digital infrastructure. Its technology is deployed in over 20,000 gateways globally, improving operational efficiency and analytics in various industries.

Post-merger, Safe & Green plans to integrate Olenox’s energy assets and Machfu’s IoT capabilities into its operations. The company anticipates that the synergies from this merger will drive revenue growth and operational efficiency, creating new opportunities for value creation.

CEO of Safe & Green and founder of Olenox, Michael McLaren, stated, "We believe that the combination of Olenox and Machfu with Safe & Green will create a diversified, high-growth company at the intersection of energy and technology."

The merger is structured as a two-step sign-and-close transaction, with the conversion of preferred stock to common stock contingent on the approval of Safe & Green’s common shareholders, Nasdaq, and regulatory approvals. Additional details are disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission.

Safe & Green Holdings Corp. operates as a modular solutions company, providing development, design, and fabrication of modular structures to meet the demand for safe and green solutions across various industries.

The completion of the merger is subject to customary closing conditions. The information in this article is based on a press release statement. Despite recent challenges, including a -91% price return over the past year, InvestingPro analysis suggests the stock may be undervalued at current levels, though investors should note the company’s weak financial health score and significant debt burden before making investment decisions.

In other recent news, Safe & Green Holdings Corp. has been active in financial and leadership reshuffling. The company has entered into a material definitive agreement with 1800 Diagonal Lending LLC, issuing a promissory note of $143,750. Simultaneously, the company’s subsidiary, SG Building Blocks, Inc., sold $104,930 of future receivables to Core Funding Source LLC. Safe & Green Holdings Corp. has also secured a $100 million equity line of credit from Alumni Capital LP, contingent on certain conditions.

In addition to these financial maneuvers, the company has announced a binding Letter of Intent to acquire New Asia Holdings Inc., including its subsidiaries Olenox Corp. and Machfu.com. This acquisition is expected to diversify Safe & Green’s operations into energy and technology sectors.

Leadership changes have also been part of recent developments, with Michael McLaren appointed as CEO and Jim Pendergast as the new Chief Operating Officer. These changes are part of the company’s strategic efforts to enhance operational efficiency. However, Safe & Green faces potential delisting from Nasdaq due to an equity shortfall and failure to meet the minimum bid price rule. The company has appealed these decisions to the Nasdaq’s Hearing Panel. Lastly, Safe & Green has secured two new contracts for the creation of modular containers, marking a continued expansion of its project portfolio.

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