SKYX Platforms to acquire Belami in cash, stock transaction

SKYX Platforms announced that it signed a definitive acquisition agreement to acquire Belami, an established, profitable, strategic lighting and home decor e-commerce conglomerate with $86 million in revenues and 64 websites. The acquisition of the strategic e-commerce lighting and home decor conglomerate will serve SKYX as a marketing and growth platform that is expected to advance SKYX’s business plan by years, provide several distribution channels including to retail customers, builders and professionals, as well as significantly enhance gross margins of SKYX’s products. The acquisition payments will include a total of up to 5,223,991 shares of SKYX’s common stock and $8 million in cash at close that has been fully funded by two major existing SKYX investors, with an additional $4 million deferred cash payment one year after close. The shares portion will include 2,018,692 restricted shares that will be delivered to Belami selling shareholders at close and an additional payment of up to 2,233,331 restricted shares that will be delivered to selling shareholders 1 year after close. Delivered shares are subject to lockouts and leak out provisions. In addition, SKYX has agreed to issue post-closing, 498,445 restricted stock units, 473,523 restricted shares, and options to purchase 300,000 shares of common stock to Belami’s employees, consultants and management. The equity portion of the acquisition reflects a total of $16 million. SKYX has made a $1 million deposit to an escrow account at signing. SKYX has also agreed to assume Belami’s loan agreement with PNC Bank, National Association, consisting of a $2.0 million available revolving line of credit and a term loan of approximately $2.5 million. In relation to this acquisition, on February 6, 2023, SKYX has closed a private placement offering of convertible notes, subject to acquisition closing, in the aggregate principal amount of $8.1 million, with 50% warrant coverage to a major SKYX investor that has invested over $6.0 million in this private placement. The private placement offering was led by two existing investors. The acquisition has been approved by SKYX’s board of directors and is expected to close in the coming months, subject to closing conditions.