mach_8k.htm
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SECURITIES
AND EXCHANGE COMMISSION
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Washington
D.C., 20549
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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): February 25,
2010
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Mach
One Corporation
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(Exact
Name of Registrant as Specified in its
Charter)
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Commission
File Number: 333-146744
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Nevada
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88-0338837
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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974
Silver Beach Road
Belgium,
WI 53004
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(Address
of Principal Executive Offices, Including Zip
Code)
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888
400 7179
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(Registrant's
Telephone Number, Including Area
Code)
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(Former
name or former address, if changed since last report)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act(17CFR240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act(17CFR240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act(17CFR240.13e-4(c))
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SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry Into a
Material Definitive Agreement.
On February
25, 2010, Mach One Corporation (the “Company”), WhiteHat Holdings, LLC
(WhiteHat”), and White Hat Acquisition Corp. (“Merger Sub”) entered into a Plan
and Agreement of Merger (the “Merger Agreement”). The following description of
the Merger Agreement does not purport to be a complete description and is
qualified in its entirety by reference to the full text of the Merger Agreement
which is attached hereto as Exhibit 2.4 and is incorporated herein by
reference.
Upon the
terms and subject to the conditions set forth in the Merger Agreement, which has
been unanimously approved by the boards of directors of the Company and
WhiteHat, WhiteHat will merge with and into Merger Sub and the WhiteHat
shareholders will exchange their shares of WhiteHat common and preferred stock
for the Company’s common stock, and change the name of Merger Sub to WhiteHat
Corporation. Upon the closing WhiteHat will become a wholly-owned subsidiary of
the Company and the former WhiteHat shareholders will own approximately 45% of
the issued and outstanding common stock of the Company. The consummation of the
merger is subject to the approval of the WhiteHat stockholders, other customary
closing conditions, and the Company providing $400,000 in capital to the
WhiteHat subsidiary to be used by it for certain expenses and for the marketing
and further development of its products. Upon the closing, the
Company will become obligated to provide additional capital to the WhiteHat
subsidiary of not less than $1,600,000 within 90 days from the
closing. In the event the Company fails to provide such capital
within the required time period, the Company will issue to the former WhiteHat
stockholders up to 33,691,592 additional shares of the Company’s common stock
(“Additional Shares”). However, in no event will the total number of shares
issued to the WhiteHat shareholders at the closing and as Additional Shares
exceed 49.9% of the Company’s issued and outstanding common stock.
The Company
and WhiteHat have made customary representations, warranties and covenants in
the Merger Agreement, including, among others, covenants (i) with respect to the
conduct of their business during the interim period between the execution of the
Merger Agreement and consummation of the Merger and (ii) not to engage in
certain kinds of transactions during such period.
The Merger
Agreement contains certain termination rights for both the Company and WhiteHat,
including, but not limited to, (i) by either non-defaulting party if the Merger
is not consummated by March 31, 2010, (ii) WhiteHat’s stockholders do not adopt
the Merger Agreement, or (iii) either party breaches its obligations or
representations in a manner that cannot be cured by the termination date of the
Merger Agreement
The above
description of the Merger Agreement and the copy of the Merger Agreement
attached hereto have been included to provide investors with information
regarding its terms. The Merger Agreement contains representations and
warranties made by and to the parties thereto as of specific dates. The
statements embodied in those representations and warranties were made for
purposes of that contract between the parties and are subject to qualifications
and limitations agreed by the parties in connection with negotiating the terms
of that contract. In addition, certain representations and warranties were
made as of a specified date, may be subject to a contractual standard of
materiality different from those generally applicable to investors, or may have
been used for the purpose of allocating risk between the parties rather than
establishing matters as facts.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE(S)
Pursuant to
the Requirements of the Securities 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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Mach
One Corporation
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Date:
March 3, 2010
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By:
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Steve
Grubner
President
and Chief Operating Officer
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Exhibit
Index