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Safe & Green Holdings Corp. (NASDAQ:SGBX), a company specializing in wholesale lumber and construction materials, announced the completion of its merger with New Asia Holdings, Inc. ("NAHD"), as of Wednesday, February 13, 2025. This strategic move brings NAHD and its subsidiaries under the Safe & Green Holdings umbrella as indirect, wholly owned subsidiaries.
The merger, initially announced on February 2, 2025, involved the issuance of four million shares of Series A non-voting convertible preferred shares to NAHD’s shareholders. These preferred shares, with a par value of $1.00, are convertible into common stock at a ratio of fifteen common shares for each preferred share, pending approval from Safe & Green Holdings’ common stockholders.
The successful closure of this transaction was contingent upon several conditions, including the establishment of articles of incorporation for the merger subsidiaries and the adoption of board resolutions approving the merger. As of the reporting date, all conditions have been satisfied or waived, leading to the issuance of the preferred shares and the finalization of the merger.
The company’s communication included forward-looking statements regarding the potential outcomes and benefits of the merger, emphasizing plans for the combined company’s future operations. However, Safe & Green Holdings also cautioned that these projections are subject to various factors and uncertainties, which are detailed in the risk factors section of their most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
This merger is seen as a strategic step for Safe & Green Holdings, potentially expanding its market reach and operational capabilities with the addition of NAHD’s resources and subsidiaries.
The information regarding this merger is based on the latest SEC filing by Safe & Green Holdings Corp.
In other recent news, Safe & Green Holdings Corp. has announced a merger with New Asia Holdings Inc., which will see New Asia Holdings and its subsidiaries become wholly owned subsidiaries of Safe & Green Holdings. This merger is expected to increase the company’s stockholders’ equity by approximately $60 million, aligning with Nasdaq’s listing requirements.
Additionally, Safe & Green Holdings has secured a $100 million equity line of credit through a Securities Purchase Agreement with Alumni Capital LP, pending certain conditions such as SEC registration statement effectiveness. The company also issued a $143,750 promissory note to 1800 Diagonal Lending LLC, sold at a discount with specific payment terms and conversion options.
Furthermore, Safe & Green Holdings announced the appointment of Jim Pendergast as the new Chief Operating Officer. Pendergast’s extensive experience in leadership roles across various sectors is expected to support the company’s expansion and integration of recent acquisitions. The company aims to leverage the merger with New Asia Holdings to enhance capabilities in sustainable energy and smart industrial automation, integrating Olenox’s energy assets and Machfu’s IoT solutions.
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