American Blockchain Corporation (“ABC”), trading as Good Vibrations Shoes, Inc. (OTCMKT: GVSI), announced today that it has entered into a non-binding Letter of Intent (“LOI”) with a privately owned Blockchain and Cryptocurrency enterprise, currently operating as an LLC.
In the interest of preventing any harassment of the LLC by the public, the parties have agreed not to identify the LLC until they have entered into a definitive agreement.
Under the terms of the LOI, GVSI will raise $15 million on a “best-efforts” basis for investment in the LLC, in exchange for 35% equity membership in the LLC. Potential GVSI investors have already been identified by the LLC, which has previously and privately raised $9 million under a $30 million valuation. By using GVSI as a conduit for investment into the LLC, GVSI shareholders have a potential opportunity to benefit from the growth of the LLC.
ABC’s CEO, George Sharp, has agreed to return his 300,000 Preferred “B” shares to treasury in exchange for 50 million new common shares, in order to more than offset any share issuances to new investors. Any new share issuances cannot have restrictions removed from them until the SEC accepts GVSI’s Form 10 filing, complete with two years of audited statements. The Form 10 filing is expected to occur late in the first quarter of 2025 and the SEC typically requires 3 to 6 months for comments/question before accepting such a filing. Furthermore, a lock-up agreement will ensure that divestiture of these new shares cannot take place before January 5, 2026.
The LOI also provides Worldwide NFT, Inc. (OTCMKT: WNFT) the opportunity to provide the final $2 million of the $15 million investment into GVSI, dependent on WNFT’s ability to raise these funds.
Under the LOI, a target date of March 15, 2024 has been set for execution of a definitive agreement, at which time the identity of the LLC will be revealed. That date may be extended by mutual agreement if necessary to facilitate GVSI’s raise.
As always, GVSI management implores potential investors not to risk indispensable funds and to understand that a Letter of Intent does not constitute a definitive agreement. Any investor should consider the possibility of losing their entire investment. There are no assurances that GVSI will be able to fulfill its obligations under the terms of the LOI.
About American Blockchain Corporation
American Blockchain Corporation dba Good Vibrations Shoes Inc. seeks investments or acquisitions in the blockchain/cryptocurrency arena. The company is headed by George Sharp, a longtime whistleblower, advocate against microcap fraud, and defender of shareholder rights. In addition to his continued participation in these activities, Mr. Sharp consults to public companies, attorneys and those associated with the financial markets. He is also a former consultant to OTC Markets Group, Inc.
Safe Harbor Statement
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by the use of the words “may,” “will,” “should,” “plans,” “expects,” “anticipates,” “continue,” “estimates,” “projects,” “intends,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, the Company’s ability to successfully execute its expanded business strategy, including by entering into definitive agreements with suppliers, commercial partners and customers; general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technical advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, regulatory requirements and the ability to meet them, government agency rules and changes, and various other factors beyond the Company’s control.