Item 1.01. Entry into a Material Definitive Agreement.
On March 22, 2022, Yacht Finders, Inc. (the "Company") entered into and
consummated a Securities Purchase Agreement (the "Purchase Agreement") with
Fountainhead Capital Management Limited, a Jersey company (the "Seller"),
Ironbound Partners Fund, LLC, a Delaware limited liability company, Moyo
Partners, LLC, a New York limited liability company, Dakota Group, Ltd., a New
York limited liability company, and Rise Capital Corp., a New York corporation
(each a "Purchaser" and together, the "Purchasers").
Pursuant to the Purchase Agreement, the Seller sold to Purchasers an aggregate
of 5,120,000 shares of common stock of the Company held by the Seller (the
"Shares"), representing approximately 98.5% of the outstanding capital stock of
the Company, for an aggregate purchase price of $352,641. The Purchasers owned
no other shares of capital stock of the Company prior to the consummation of the
Purchase Agreement.
Additionally, pursuant to the Purchase Agreement:
? The Seller contributed a promissory note issued by the Company in favor of
Seller in the amount of $832,305 (the "Note") plus accrued interest, which as
of March 17, 2002 was $348,158, to the Company's capital for no additional
consideration;
? Thomas W. Colligan, the sole director of the Company, authorized an increase
in the number of directors on the Board from one to two and appointed Jonathan
J. Ledecky as a director to fill the vacancy on the Board created by this
increase;
? Mr. Colligan resigned as Chief Executive Officer, Chief Financial Officer,
President and Treasurer, effectively immediately, and resigned from the
Company's board, effective on the day following the tenth day after the
mailing of the Information Statement (defined below); and
? The Board appointed Mr. Ledecky as Chief Executive Officer and Chief Financial
Officer of the Company and Arnold P. Kling as President, Treasurer and
Secretary of the Company.
The biographies of each of Mr. Ledecky and Mr. Kling are set forth below under
Item 5.02.
The Company has agreed to prepare and file with the Securities and Exchange
Commission, and thereafter mail, an information statement ("Information
Statement") pursuant to Rule 14f-1 promulgated under the Securities Exchange Act
of 1934, as amended, for the purpose of notifying the Company's stockholders of
the above-referenced transactions and change in the majority of the Board as
soon as practicable. Following ten days after mailing of the Information
Statement to all holders of record of the Company's common stock and the
effectiveness of Mr. Colligan's resignation as a director, Mr. Ledecky will be
the sole director of the Company.
The transactions discussed above will not change the Company's "shell company"
status. As a result, the Company will continue to seek to acquire a business or
company or other opportunity for it and its shareholders' benefit.
Concurrently and in connection with the transactions described above, the
Company and each of Mr. Ledecky and Mr. Kling entered into an indemnification
agreement (the "Indemnification Agreements") pursuant to which the Company
agreed to indemnify each of them against any damages, liabilities, losses,
taxes, fines, penalties, costs and expenses that may be sustained by either of
them in connection with any action either takes while a director, officer or as
an agent on behalf of the Company.
The foregoing descriptions of the Purchase Agreement and Indemnification
Agreements are qualified in their entirety by reference to the full texts of the
Purchase Agreement and Indemnification Agreements. The Purchase Agreement and
form of Indemnification Agreement are attached as Exhibits 10.1 and 10.2 hereto,
respectively, and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in Item 1.01 is incorporated herein by reference.
Jonathan J. Ledecky, 64 years old,has been a co-owner of the National Hockey
League's New York Islanders franchise since October 2014. He also serves as an
Alternate Governor on the Board of Governors of the NHL and as President of NY
Hockey Holdings LLC. Mr. Ledecky has also served as chairman of Ironbound
Partners Fund, LLC, a private investment management fund, since March 1999. He
served as President and Chief Financial Officer and as a director of Newtown
Lane Marketing, Incorporated from October 2015 until it consummated its merger
with Cyxtera Cybersecurity, Inc. (d/b/a AppGate), a cybersecurity company, in
October 2021. He has continued to serve as a director of the company (now
Appgate Inc.) since such date. He served as the President and Chief Operating
Officer and as a director of Northern Star Acquisition Corp. from September 2020
until it consummated an initial business combination with Barkbox, Inc., an
omnichannel brand serving dogs across the four key categories of play, food,
health and home, in June 2021 (NYSE: BARK). He has continued to serve as a
director of the company (now Bark, Inc.) since such date. Since November 2020,
he has served as the President, Chief Operating Officer and a director of each
of Northern Star Investment Corp. II (NYSE: NSTB), Northern Star Investment
Corp. III (NYSE: NSTC) and Northern Star Investment Corp. IV (NSTD). Since
October 2020, he has also served as Chairman of the Board of Pivotal Investment
Corporation III (NYSE: PICC). Each of the foregoing companies is a blank check
company that is currently searching for an initial business combination. From
July 2019 to December 2020, he was also the Chief Executive Officer and Chairman
of the Board of Directors of Pivotal Investment Corporation II (NYSE: PIC), a
blank check company that consummated an initial business combination with XL
Fleet, a provider of fleet electrification solutions for commercial vehicles in
North America. From August 2018 to December 2019, he served as Chairman and
Chief Executive Officer of Pivotal Acquisition Corp. (NYSE: PVT), a blank check
company that consummated an initial business combination with KLDiscovery Inc.,
a leading global provider of eDiscovery, information governance and data
recovery solutions to corporations, law firms, insurance companies and
individuals, in December 2019. Mr. Ledecky continued to serve as a member of the
board of KLDiscovery from its merger until June 2021. Mr. Ledecky previously
founded U.S. Office Products in October 1994 and served as its Chief Executive
Officer until November 1997 and as its Chairman until its sale in June 1998.
U.S. Office Products was one of the fastest start-up entrants in the history of
the Fortune 500 with sales in excess of $3 billion within its first three years
of operation. From 1999 to 2001, Mr. Ledecky was vice chairman of Lincoln
Holdings, owners of the Washington sports franchises in the NBA, NHL and WNBA.
He has served as a trustee of George Washington University and the U.S. Olympic
and Paralympic Foundation, director of the U.S. Chamber of Commerce, and as a
commissioner on the National Commission on Entrepreneurship. In 2004, Mr.
Ledecky was elected the Chief Marshal of the 2004 Harvard University
Commencement, an honor bestowed by his alumni peers for a 25th reunion graduate
deemed to have made exceptional contributions to Harvard and the greater society
while achieving outstanding professional success. Mr. Ledecky received a B.A.
(cum laude) from Harvard University in 1979 and an M.B.A. from the Harvard
Business School in 1983. We believe Mr. Ledecky's qualifications to serve on the
Board include his extensive executive leadership and business and
entrepreneurial experience, including experience with public shell companies
looking to make acquisitions.
Arnold P. Kling, 63 years old, has, since 2003, been managing partner for
several private equity investment funds focused on early-stage companies whose
technologies have the potential to disrupt their targeted markets. Mr. Kling has
also been serving as Vice-Chairman of UAV Turbines, Inc., a privately held
Florida based micro-turbine engine manufacturer, since 2011, founding
shareholder and a member of the board of directors of Materialytics Technology
Corp., a privately held Texas based material provenance/traceability technology,
since 2009, as well as a member of the board of directors of H.C. Wainwright &
Co, LLC, a leading New York life science investment bank, since 2021. From 2010
to 2019, Mr. Kling was the President and a member of the board of directors of
Protalex, Inc. (OTCBB: PRTX), a biotechnology company. From 1999 to 2003 he was
Managing Director of Adelphia Holdings, LLC, an investment firm founded in
conjunction with a European family office, and from 1995 to 1999, he was
Managing Director and general counsel of GH Venture Partners, LLC, a private
merchant bank. Prior to that, from 1993 to 1995, he was a senior executive and
general counsel of Buckeye Communications, Inc. a Nasdaq listed licensing and
multimedia company, and from 1990 through 1993 he was as an associate and
partner in the corporate and financial services department of Tannenbaum,
Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr. Kling
received a Bachelor of Science degree from New York University in International
Business and a Juris Doctor degree from the Benjamin Cardozo School of Law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
10.1 Securities Purchase Agreement made by and among Fountainhead
Capital Management Limited, Ironbound Partners Fund, LLC, Moyo
Partners, LLC, Dakota Group, Ltd., Rise Capital Corp. and Yacht
Finders, Inc.
10.2 Indemnification Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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