Filing Analysis
Panamera Holdings Corporation announced the resignation of Stanley F. Wilson from its Board of Directors, effective October 20, 2025.
📋 Key Facts
- Stanley F. Wilson resigned as a director on October 20, 2025.
- The resignation was not due to any disagreement with the Company.
- Mr. Wilson stated he is resigning to pursue other business interests.
Panamera Holdings Corp has entered into a 30-year exclusive license agreement with Rain Cage Carbon, Inc. for carbon conversion and clean energy technologies in the U.S. and Mexico. The deal includes significant equity-based compensation and debt obligations secured by 27 million restricted shares.
🚩 Red Flags
- Significant dilution risk: Interest is paid via issuance of new shares with a minimum price floor ($2.00), which can be highly dilutive in micro-cap scenarios.
- Heavy collateralization: 27,000,000 restricted shares are held in escrow to secure the debt; default allows Rain Cage to liquidate these shares.
- Complex payment structure: Includes a mix of cash principal and equity interest, common in highly leveraged or distressed financing structures.
📋 Key Facts
- Agreement signed on July 30, 2025; announced August 7, 2025.
- Panamera secures exclusive rights to Rain Cage's Eden™ System for U.S. and Mexico markets for 30 years.
- Principal payment of $4,900,000 USD due in quarterly installments over 18 months starting Oct 1, 2025.
- Interest is paid 'in kind' via restricted common stock at a 4.9% annual rate, with a floor price of $2.00 per share.
- The note is secured by 27,000,000 restricted common shares held in escrow.
- Company claims the deal adds $100 million to the balance sheet through associated operations and investments.
Panamera Holdings Corp entered into a binding Letter of Intent (LOI) with Rain Cage Carbon, Inc. to license carbon conversion and green power technologies for the US and Mexico markets. The agreement includes a $4.9 million promissory note and a potential merger between the two companies.
🚩 Red Flags
- Significant dilution risk: Issuance of 27,000,000 restricted shares plus additional shares for interest payments.
- Complex debt structure: The $4.9M note is secured by a massive block of company equity held in escrow.
- Aggressive timeline: LOI aims to finalize definitive agreements by June 30, 2025 (only 6 days after filing).
- Potential for high-cost capital: Interest paid via stock at a floor price of $2.00 per share regardless of market value.
📋 Key Facts
- Entered into a binding LOI with Rain Cage Carbon, Inc. on June 20, 2025.
- Licensing rights for 'Eden™' (carbon conversion) and 'Knights Charge' (green power) technologies in the US and Mexico.
- Consideration includes an 18-month note of $4,900,000 USD maturing November 30, 2026.
- Ongoing license fee set at 25% of Net Income generated by the technologies.
- Issuance of 27,000,000 restricted common shares to Rain Cage as part of the consideration.
- The $4.9M note is secured by the 27,000,000 restricted common shares held in escrow.
- Interest on the note (4.9% annually) is paid 'in kind' via additional Panamera restricted common stock.
- Initial payment of at least $1,000,000 USD intended for June 2025.
Panamera Holdings Corp has mutually agreed to terminate a previously announced purchase agreement with AusTex Aggregates, LLC. The deal would have involved exchanging 2,750,000 shares of restricted common stock for 100% membership interests in AusTex.
🚩 Red Flags
- Failed acquisition due to inability to complete required audits for 2022 and 2023 fiscal years
- Potential accounting/due diligence issues identified during the confirmatory process
📋 Key Facts
- Termination date: January 17, 2025
- Original agreement date: October 1, 2024
- Transaction terms: Exchange of 2,750,000 shares of restricted common stock for 100% membership interests in AusTex Aggregates, LLC
- Reason for termination: Accounting methodology concerns and timing issues regarding the audit of two fiscal years (2022 and 2023) of AusTex records
- Mutual indemnification agreement established between PHCI and AA
Panamera Holdings Corporation completed the acquisition of 100% of the membership interests of AusTex Aggregates LLC on October 1, 2024. The transaction was settled via the issuance of 2,750,000 shares of restricted common stock from the company's treasury to the seller, Chet Fazand.
🚩 Red Flags
- The use of equity (2.75M shares) for acquisition suggests potential dilution for existing shareholders.
📋 Key Facts
- Acquisition closed on October 1, 2024.
- Transaction involved 100% of the membership interests of AusTex Aggregates LLC (AA).
- Consideration paid: 2,750,000 shares of restricted common stock from PHCI treasury.
- Seller identified as Chet Fazand.
- AusTex Aggregates is an Austin-based aggregates company serving Fortune 100 companies and the Texas Department of Transportation.