Impact Acquisition Enters Into Definitive Agreement to Complete Qualifying Transaction with Jeffs Brands and Fort Products

Core Viewpoint - Impact Acquisition Corp. is set to undergo a reverse takeover by Jeffs' Brands Ltd, which will involve the acquisition of Fort Products Limited, marking a significant transaction expected to be completed by May 31, 2025 [1][4]. Proposed Transaction - The transaction involves Jeffs Brands transferring all issued and outstanding securities of Fort Products to Impact in exchange for 100,000,000 common shares and 66,000,000 contingent rights [2]. - The contingent rights allow for the acquisition of additional shares based on specific milestones, including listing on a US Exchange, raising US$8,000,000 in financing, and achieving annual revenues of US$15,000,000 by December 31, 2028 [2]. Conditions for Completion - Completion of the transaction is contingent upon various approvals, including regulatory and court approvals, and the accuracy of representations made by both parties [3]. - The transaction is expected to be completed by May 31, 2025, pending the satisfaction of all conditions [4]. Resulting Issuer Capitalization - Post-transaction, approximately 133,300,000 Resulting Issuer Shares are expected to be issued on a non-diluted basis, with existing shareholders of Impact holding about 21.23% and Jeffs Brands holding approximately 75.02% [9]. Financial Information of Fort Products - For the year ended December 31, 2024, Fort Products reported current assets of US$3,990,000, total assets of US$4,125,000, revenue of US$9,875,000, and a net income of US$342,000 [10]. Management and Board Composition - The board of directors for the Resulting Issuer will include five members, with Gabi Gabazo as CEO and Ronen Zalayet as CFO [11][17][18]. Trading and Sponsorship - Trading of Impact's shares has been halted pending the completion of the transaction, and the company intends to apply for a waiver from the sponsorship requirement for the Qualifying Transaction [20][21]. Company Backgrounds - Jeffs' Brands focuses on transforming e-commerce products into market leaders, leveraging the Fulfillment by Amazon business model [22]. - Fort Products specializes in manufacturing and selling products for the pest control and remedial repair industry, established in 2005 [23]. - Impact is a capital pool company aimed at identifying and evaluating potential acquisitions to generate profits and enhance shareholder value [24].