TREN Trend Innovations Holding Inc (QB)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2024

AVANT TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

c/o Eastbiz.com, Inc 5348 Vegas Drive, Las Vegas, NV 89108

(Address of Principal Executive Offices)

(866) 533-0065

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

On June 3, 2023, Avant Technologies, Inc. (the “Company”) entered into a binding letter of intent (the “Letter of Intent”) with Flow Wave, LLC, a company formed in Florida (“FW”) which has developed supercomputer servers (“Assets”) pursuant to which the Company will acquire up to 50 fully developed supercomputer servers (the “Transaction”). Consummation of the Transaction shall be subject to the execution of a mutually satisfactory definitive agreement by the Company and FW (the “Definitive Agreement”) as well as standard corporate governance measures.

Pursuant to the Letter of Intent, the Company is to acquire the Assets. The Company will be obligated to issue FW promissory note in the principal amount of $50 million payable by the Company to FW in six even monthly payments, bearing interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal balance) with the payments commencing upon the Company successfully completing a minimum raise of $20,000,000.

The Company will have six (6) months to make full cash payment (plus interest) to FW, post capital raise. In the event the Company fails to make full cash payment to FW within six months following the capital raise, the Definitive Agreement will be rendered null and void and the Company will return title and server equipment to FW in exchange for all historical payments made by the Company to FW.

The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by the full text of the letter, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

On June 5, 2024, the Company issued a press release announcing the Letter of Intent between FW and the Company. The press release, which is furnished in this report as Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

Forward Looking Statements

This Current Report on Form 8-K 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 involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” or “should,” or the negative of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company’s current expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various important factors, including, without limitation, its limited operating history, competitive factors in the Company’s and FW’s industry and market, and other general economic conditions. The forward-looking statements made herein are based on the Company’s current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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AVANT TECHNOLOGIES, INC.

June 3, 2024

Confidential

Percy Kwong, Sole Member

Flow Wave, LLC

c/o Percy Kwong - 1900 SW 145 AVE,

Davie, FL 33325-4900

RE: Letter of Intent

Dear Mr. Kwong:

Avant Technologies, Inc., a Nevada company traded on OTC QB under the symbol “AVAI” and fully reporting with the SEC (“AVAI” or “the Company”), is pleased to submit this binding letter of intent (“LOI”) between AVAI and Flow Wave, LLC (“FW”), subject to each party’s formal board of directors’ and shareholders’ approval, with respect to a proposed purchase of up to 50 fully developed supercomputer servers (“Assets”), quantity dependent on requested configuration. This LOI is binding for up to six (6) months following its execution by both parties.

This binding LOI is to acquire 100% of these Assets. AVAI will be obligated to pay FW a total of $50,000,000 in cash as secured by a $50,000,000 promissory note payable by AVAI to FW in six even monthly payments, bearing interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal balance) with said payments commencing upon the Company successfully completing a minimum raise of $20,000,000. AVAI will have six (6) months to make full cash payment (plus interest) to FW, post capital raise. In the event AVAI fails to make full cash payment to FW within six months post capital raise, any related definitive Agreement executed by both parties shall become null and void. AVAI will return title and server equipment back to FW, in exchange for all payments made by AVAI to FW. As a result of the above at closing, the Assets shall become a 100% owned by AVAI.

Preliminary Timeline:

The proposed terms and conditions of the Transaction are described below. This LOI is binding, and the proposed Transaction is subject to completion of satisfactory due diligence by AVAI and the execution and delivery by the Parties of a Definitive Agreement for the Transaction satisfactory to all Parties, which terms will be based on this LOI (the “Definitive Agreement”).

Once the Definitive Agreement is executed then the parties will submit the required filings including a registration statement and proxy statement to the Securities and Exchange Commission.

Proposed Terms and Conditions of Transaction

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Binding LOI Provisions

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If you are in agreement with the terms set forth above and desire to proceed with the negotiation of the proposed Transaction on the basis of this LOI, please sign this LOI in the space provided below.

Very truly yours,

ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE-WRITTEN:

[Signature Page to Letter of Intent]

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Avant Technologies Enters Binding LOI to Purchase Dozens of High-Performance, Immersible, AI-Powered Servers

LAS VEGAS, June 05, 2024 (GLOBE NEWSWIRE) -- Avant Technologies, Inc. (OTCQB: AVAI) (“Avant” or the “Company”), a leader in artificial intelligence (AI) technology company specializing in cutting edge AI and data center infrastructure solutions, today announced it has entered into a Binding Letter of Intent (“BLOI”) with Florida-based Flow Wave, LLC (“FW”), a pioneer in immersible computer server development. This agreement paves the way for Avant to acquire up to 50 state-of-the-art high-performance immersible computer servers from FW in a deal valued at $50 million.

This transaction, subject to a mutually satisfactory definitive agreement (“Definitive Agreement”), signifies a major leap forward for Avant as it expects to lead the way in providing distributed submerged infrastructure solutions. With a commitment to innovation and sustainability, this acquisition of up to 50 high-performance immersible computer servers allows Avant to address the complex challenges of the digital era with cutting-edge solutions.

Flow Wave’s Immersion-as-a-Service computer servers utilize state-of-the-art immersion cooling technologies, which significantly enhances compute performance and energy efficiency.   Flow Wave’s innovative approach addresses the growing demands for higher processing power and sustainability in the data center industry. The partnership with Flow Wave aligns perfectly with Avant’s commitment to enabling top-tier AI infrastructure solutions and optimizing operational efficiencies.

Key Features of Flow Wave Immersible AI Supercomputer Servers:

·Unparalleled Compute Performance: Designed to handle intensive AI and machine learning workloads. These servers offer superior processing power, which allow for faster and more efficient data analysis. 

·Power Consumption Efficiencies: Immersion cooling technology reduces the energy consumption required for cooling, leading to substantial cost savings and a smaller carbon footprint. 

·Compact Physical Design: Immersible servers are compact and sleek, making them ideal for AI data centers with limited floor space or those seeking to optimize their existing infrastructure. The compact design also reduces the overall weight and size of the server, making it easier to transport and install. 

·Enhanced Reliability: The immersible design improves hardware longevity and reliability, reducing downtime and maintenance costs. 

“Avant's revolutionary AI software platform is poised to transform the landscape of data center management,” said William Hisey, Avant’s Chief Executive Officer. “By integrating proprietary machine learning algorithms with open-source innovations into those servers, Avant is developing a highly intelligent system designed to optimize resource allocation, enhance performance, and drive unprecedented levels of efficiency and automation. This marks the beginning of a new era for Avant Technologies, positioning us at the forefront of the supercomputer-driven data center industry and setting new standards for managing and storing AI applications.”

The Company expects to announce additional details regarding the proposed acquisition when a definitive agreement is executed.

About Avant Technologies, Inc.

Avant Technologies, Inc. is at the forefront of AI innovation, specializing in the development and deployment of advanced data processing solutions. With a focus on pushing the boundaries of what is possible in AI and machine learning, Avant Technologies serves a diverse range of industries, driving progress and efficiency through state-of-the-art technology.

About Flow Wave, LLC

Flow Wave, LLC, through its innovative Immersion-as-a-Service offering, is a leading developer of next-generation server technologies, dedicated to enhancing the performance and sustainability of data centers worldwide. By leveraging immersion cooling and other innovative approaches, Flow Wave aims to revolutionize the way data centers operate, offering solutions that meet the growing demands for computational power and environmental responsibility.

More information about Avant Technologies can be found at https://avanttechnologies.com

You can also follow us on social media at:

https://twitter.com/AvantTechAI

https://www.linkedin.com/company/avant-technologies-ai

https://www.facebook.com/AvantTechAI

https://www.youtube.com/@AvantTechAI

Forward-Looking Statements

Certain statements contained in this press release may constitute “forward-looking statements.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated by such forward-looking statements because of various important factors as disclosed in our filings with the Securities and Exchange Commission located at their website (http://www.sec.gov). In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors including (without limitation) general industry and market conditions and growth rates, economic conditions, governmental and public policy changes, the Company’s ability to raise capital on acceptable terms, if at all, the Company’s successful development of its products and the integration into its existing products and the commercial acceptance of the Company’s products. The forward-looking statements included in this press release represent the Company's views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date after the date of the press release.

Contact:

Avant Technologies, Inc.

info@avanttechnologies.com