American Resources Corporation's American Metals LLC Converts to C Corp and Changes Name To Electrified Materials Corporation

Rhea-AI Summary

American Resources (NASDAQ:AREC) announced that its subsidiary, Electrified Materials (formerly American Metals ), has terminated its de-SPAC merger with AI Transportation Acquisition Corp. Instead, EMC will pursue a direct listing through a Form 10 filing with the SEC.

The decision came after concerns arose regarding the Chinese executives and advisors of AI Transportation's actions and their disregard for U.S. corporate and contractual laws. EMC, which has commercial ties with ReElement Technologies in critical minerals refining, believes a Form 10 spinoff better ensures domestic ownership and compliance with U.S. laws.

The company has completed the Form 10 preparation and plans to file it promptly with the SEC. Both EMC and American Resources intend to seek damages against AI Transportation Acquisition Corp, its executives, and advisors.

De-SPAC merger with AI Transportation Acquisition Corp has been terminated with Electrified Materials Corporation and is now preparing to go public via a Form 10 filing

AI Transportation and its representatives have demonstrated a disregard for U.S. corporate and contractual laws and an unwillingness to fulfill their obligations under the executed business combination agreement

NEW YORK, NY and FISHERS, IN / ACCESSWIRE / December 11, 2024 / American Resources Corporation's (NASDAQ:AREC) ("American Resources") wholly-owned subsidiary, Electrified Materials Corporation (Formerly American Metals LLC) ("EMC") announced today that it is no longer merging with AI Transportation Acquisition Corp, and will seek a direct listing of its securities in a spinoff from American Resources through a Form 10 filing with the U.S. Securities and Exchange Commission (SEC).

Mark Jensen, Chairman and CEO of American Resources Corporation said, "We continue to take decisive actions to protect our shareholders while prioritizing value creation and risk mitigation. During our efforts to pursue a productive de-SPAC merger with AI Transportation, we observed actions by their Chinese executives and advisors that raised significant concerns about the viability of the proposed merger. Additionally, given American Metals' affiliation with and commercial relationship with ReElement Technologies - an entity capable of competing with and potentially surpassing China as the dominant refiner of critical minerals - we now believe pursuing a Form 10 spinoff is the optimal path forward. This approach ensures domestic ownership and compliance with U.S. corporate laws, aligning with the best interests of our shareholders. Furthermore, the proactive steps we have taken in preparing for the proposed merger with AITR have positioned us on an efficient trajectory toward a potential direct public listing on a national exchange. We have finalized the Form 10 and are prepared to file it with the SEC promptly.

Electrified Materials Corporation (Formerly American Metals LLC) and its parent company American Resources Corporation intend to seek damages against AI Transportation Acquisition Corp., along with its executives and its advisors.

About American Resources Corporation

American Resources Corporation (NASDAQ:AREC) is a next-generation, environmentally and socially responsible supplier of high-quality raw materials to the new infrastructure market. The American Resources is focused on the extraction and processing of metallurgical carbon, an essential ingredient used in steelmaking, critical and rare earth minerals for the electrification market, and reprocessed metal to be recycled. American Resources has a growing portfolio of operations located in the Central Appalachian basin of eastern Kentucky and southern West Virginia where premium quality metallurgical carbon and rare earth mineral deposits are concentrated.

American Resources has established a nimble, low-cost business model centered on growth, which provides a significant opportunity to scale its portfolio of assets to meet the growing global infrastructure and electrification markets while also continuing to acquire operations and significantly reduce their legacy industry risks. Its streamlined and efficient operations are able to maximize margins while reducing costs. For more information visit americanresourcescorp.com or connect with the American Resources on Facebook, Twitter, and LinkedIn.

About Electrified Metals Corporation

Electrified Metals Corporation ("Electrified Metals") was formed by, and is a wholly-owned subsidiary of, American Resources Corp (Nasdaq:AREC). Electrified Metals is a cutting-edge recycler of metals for the electrified economy. It controls the preprocessing of both end of life magnets, batteries and ferrous metals that enables Electrified Metals to ensure a domestic supply chain for copper, aluminum, steel, plastic as well as rare earth and battery elements through its refining partnership with ReElement Technologies, LLC, another wholly-owned subsidiary of American Resources Corp.

Special Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause the Company's actual results, performance, or achievements or industry results to differ materially from any future results, performance, or achievements expressed or implied by these forward-looking statements. These statements are subject to a number of risks and uncertainties, many of which are beyond American Resources Corporation's control. The words "believes", "may", "will", "should", "would", "could", "continue", "seeks", "anticipates", "plans", "expects", "intends", "estimates", or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Any forward-looking statements included in this press release are made only as of the date of this release. The Company does not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. The Company cannot assure you that the projected results or events will be achieved.

Investor Contact:

JTC Team, LLC
Jenene Thomas
(908) 824 - 0775
arec@jtcir.com

Company Contact:

Mark LaVerghetta
317-855-9926 ext. 0
investor@americanresourcescorp.com

SOURCE: American Resources Corporation

View the original press release on accesswire.com

FAQ

Why did AREC's subsidiary terminate the merger with AI Transportation Acquisition Corp?

The merger was terminated due to concerns about AI Transportation's Chinese executives and advisors showing disregard for U.S. corporate and contractual laws, along with their unwillingness to fulfill obligations under the business combination agreement.

What is AREC's new plan for Electrified Materials after the terminated merger?

AREC plans to pursue a direct listing for Electrified Materials through a Form 10 filing with the SEC, aiming for a spinoff that ensures domestic ownership and compliance with U.S. corporate laws.

How does the merger termination affect AREC's relationship with ReElement Technologies?

The termination strengthens EMC's strategic alignment with ReElement Technologies, as both companies can now focus on competing with China in critical minerals refining under domestic ownership.

What legal actions is AREC planning regarding the terminated merger?

AREC and Electrified Materials intend to seek damages against AI Transportation Acquisition Corp, its executives, and advisors for their actions during the merger process.

What is the current status of AREC's Form 10 filing for Electrified Materials ?

The Form 10 has been finalized and is ready to be filed with the SEC promptly, positioning the company for a potential direct public listing on a national exchange.