Jeffs’ Brands Signs Non-Binding LOI to Merge Fort Products with a Publicly Traded Company Valued at Up to $12 Million
04 January 2025 - 12:33AM
Jeffs' Brands Ltd (“Jeffs’ Brands” or the “Company”) (Nasdaq: JFBR,
JFBRW), a data-driven e-commerce company operating on the Amazon
Marketplace, has signed a non-binding Letter of Intent (LOI) for
the potential merge Fort Products Limited, a UK-based private
company, with Impact Acquisitions Corp., a capital pool company
listed on the TSX Venture Exchange.
Under the proposed share exchange agreement, Impact Acquisitions
will acquire 100% of Fort Products’ shares. Jeffs Brands will
receive between 75.02% and 83.29% ownership of Impact share
capital, contingent upon meeting predetermined milestones.
The Proposed Acquisition is based on a total value of Impact of
approximately 4,846,262 CAD (approximately 3,368,375 $US)
(considering its cash position of at least 700,000 CAD
(approximately 486,330 $US), after transaction costs) and a total
value ascribed to Fort Products, of approximately 17,124,600 CAD
(approximately 11,906,100 $US).
Impact's board of directors will order a valuation of Fort
Products, and a condition for the Proposed Transaction is that the
value of Fort Products will not be less than a minimum amount of
14,000,000 CAD (approximately 9,733,920 $US).
The transaction is subject to due diligence, regulatory
approvals, and the satisfaction of specific conditions.
About Jeffs’ Brands Ltd.
Jeffs' Brands aims to transform the world of e-commerce by
creating and acquiring products and turning them into market
leaders, tapping into vast, unrealized growth potential. Through
the Company’s management team’s insight into the FBA Amazon
business model, it aims to use both human capability and advanced
technology to take products to the next level. For more information
on Jeffs’ Brands Ltd visit https://jeffsbrands.com.
Forward-Looking Statement Disclaimer
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, that are intended to be covered by the “safe harbor”
created by those sections. Forward-looking statements, which are
based on certain assumptions and describe our future plans,
strategies and expectations, can generally be identified by the use
of forward-looking terms such as “believe,” “expect,” “may,”
“should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,”
“anticipate” or other comparable terms. For example, we are using
forward-looking statements when discussing the potential merger of
Fort Products with Impact Acquisitions, the projected valuations,
ownership percentages, and conditions required for the transaction.
Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans
and strategies, projections, anticipated events and trends, the
economy and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control.
Our actual results and financial condition may differ materially
from those indicated in the forward-looking statements. Therefore,
you should not rely on any of these forward-looking statements.
Important factors that could cause our actual results and financial
condition to differ materially from those indicated in the
forward-looking statements include, among others, the following:
our ability to adapt to significant future alterations in Amazon’s
policies; our ability to sell our existing products and grow our
brands and product offerings, including by acquiring new brands;
our ability to meet our expectations regarding the revenue growth
and the demand for e-commerce; the overall global economic
environment; the impact of competition and new e-commerce
technologies; general market, political and economic conditions in
the countries in which we operate; projected capital expenditures
and liquidity; the impact of possible changes in Amazon’s policies
and terms of use; the impact of the conditions in Israel, including
the recent attacks by Hamas, Iran, and other terrorist
organizations; and the other risks and uncertainties described in
the Company’s Annual Report on Form 20-F for the year ended
December 31, 2023, filed with the U.S. Securities and Exchange
Commission (“SEC”), on April 1, 2024 and our other filings with the
SEC. We undertake no obligation to publicly update any
forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information,
future developments or otherwise.
Investor Relations Contact:
Michal Efraty Adi and Michal PR- IR Investor Relations, Israel
michal@efraty.com
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