Star8 Corp. Announces Merger with TOMAHAWK SRL

Rhea-AI Summary

Star8 Corp. (OTC: STRH) has announced a merger with TOMAHAWK SRL, an Italian EV motorcycle company founded in 2019. TOMAHAWK, operating under the brand Scarponi Motorcycles, developed three motorcycle models in 2020 and established manufacturing facilities in Teramo, Abruzzo in 2021. The company achieved EU homologation for all models in May 2023 and began production in June 2023.

As part of the merger agreement, Star8 will issue 10,000 shares of new preferred stock, with each share having voting and conversion rights equal to 0.1% of outstanding shares. The company plans to expand production and market its EV motorcycles in Europe, the Americas, and Asia. Current officer Pino Impagliazzo will resign, with founders Gianluca and Denis Scarponi taking officer and director positions.

Positive

• Merger provides access to capital markets for funding
• Expansion into new markets (Americas and Asia)
• All three motorcycle models already EU-homologated
• Production facility established and operational
• Production already commenced on all models

Negative

• Significant shareholder dilution through preferred stock issuance (potential 100% dilution)
• Complete management change indicates potential integration risks
• No disclosed financial terms or current production volumes

MIAMI, Dec. 30, 2024 /PRNewswire/ -- Star8 Corp. (OTC: STRH), ("Star8" or the "Company"), today announced that it is merging with Italian Motorcycle EV company, TOMAHAWK SRL.

TOMAHAWK SRL, based in Abruzzo, Italy was founded in 2019 by the Scarponi brothers - Gianluca and Denis Scarponi.

Under the brand, Scarponi Motorcycles, 3 models were developed during 2020. In 2021 they established a manufacturing and R & D facility in Teramo, Abruzzo. Homologation of all 3 models for all EU countries was achieved in May 2023.

In June 2023 production commenced on all 3 models.

"Our success to date is just the catalyst for further growth. The merger with Star8 Corp. will allow us with not only access to the capital markets for funding, but also for new distribution channels into the America's and beyond."

The company plans to expand productions levels and begin marketing of its EV Motorcycles to the rest of Europe, America's and Asia.

Pursuant to the Agreement and Plan of Merger, the company is going to issue 10,000 shares of a newly created series of preferred shares. Each share of this new series has voting and conversion rights equal to 0.1% of the issued and outstanding shares of the company at time of voting or conversion. Additionally, Pino Impagliazzo will resign as an officer and director of the Company and Gianluca and Denis Scarponi will become officers and directors.

For more information, please visit the Company's website at https://www.scarponimotorcycles.com/

Information on our website does not constitute a part of this press release.

Cautionary Statement Regarding Forward-Looking Statements

The information in this press release contains forward-looking statements and information. The words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "should," "could," "predicts," "potential," "continue," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make.

The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this document are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations.

These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in the reports we file with or furnish to the Securities and Exchange Commission (the "SEC"). You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

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SOURCE Star8 Corp

FAQ

What are the terms of Star8 Corp's (STRH) merger with TOMAHAWK SRL?

Star8 Corp will issue 10,000 preferred shares, with each share having voting and conversion rights equal to 0.1% of outstanding shares. The merger includes management changes with Gianluca and Denis Scarponi becoming officers and directors.

How many EV motorcycle models does TOMAHAWK SRL currently produce?

TOMAHAWK SRL, under the Scarponi Motorcycles brand, produces three EV motorcycle models that were developed in 2020 and received EU homologation in May 2023.

When did TOMAHAWK SRL begin production of their EV motorcycles?

TOMAHAWK SRL began production of all three EV motorcycle models in June 2023 at their facility in Teramo, Abruzzo, Italy.

What markets will Star8 Corp (STRH) expand into after the TOMAHAWK merger?

Following the merger, Star8 Corp plans to expand production and market its EV motorcycles throughout Europe, the Americas, and Asia.

What regulatory approvals does TOMAHAWK SRL have for their motorcycles?

TOMAHAWK SRL achieved homologation for all three motorcycle models across all EU countries in May 2023.