[144] AAR Corp. SEC Filing

Rhea-AI Filing Summary

ALT5 Sigma Corporation (NASDAQ: ALTS) filed an 8-K announcing the May 9 2025 acquisition of “Mswipe,” a Canada-based provider of multi-currency, fiat- and crypto-enabled payment card solutions available on Visa and Mastercard networks.

• Strategic rationale: Mswipe’s B2B platform extends ALT5’s existing digital-asset settlement offering by adding globally usable physical & virtual cards, real-time FX/crypto conversion and robust compliance.
• Consideration: (i) 1 million restricted ALTS shares valued at $6.10 each (~$6.1 M); (ii) 500 k four-year warrants exercisable at $5.50; (iii) $4.8 M in shares of spin-off Alyea Therapeutics; (iv) two 14-month promissory notes totalling ~$1 M at 3.99% interest; and (v) assumption/reset of an existing $5.1 M target-level note.
• Contingent payout: Sellers may receive a one-time earn-out of up to $20 M (cash or stock) if the operating subsidiaries reach ≥$15 M annualised or actual revenue.
• Audited FY25/FY24 Mswipe financials (Ex. 99.1) and unaudited pro-forma combined statements (Ex. 99.2) were filed; a press release (Ex. 99.3) was issued on May 13 2025.

No immediate revenue or EPS guidance was provided. The transaction is expected to close seamlessly as ALT5 integrates card issuance, aiming to bridge digital assets with traditional payment rails.

Positive

• Strategic fit: Adds globally accepted crypto-to-fiat cards, expanding ALT5’s addressable market.
• Low cash outlay: Majority of consideration in stock and warrants preserves cash.
• Earn-out structure: Aligns seller incentives with future revenue performance.

Negative

• Share dilution: 1 M new shares plus 0.5 M warrants (~6% potential increase in float).
• Contingent liability: Up to $20 M earn-out could strain capital if triggered.
• Additional debt: Assumed and issued notes add ≈$6.1 M principal at 3.99%.

Insights

Financial Analyst

TL;DR Acquisition broadens ALTS’s payment stack but adds dilution and contingent liabilities; net impact depends on Mswipe’s revenue realisation.

The structure mixes equity (≈$6.1 M shares + 0.5 M warrants) and modest debt, limiting upfront cash burn. However, potential $20 M earn-out could become material if revenue milestones are met, pressuring future liquidity. Assuming ALTS’s ~25 M share float, new shares/warrants imply ~6% potential dilution. Strategically, card issuance enhances stickiness and cross-sell, positioning ALTS against larger crypto-to-fiat processors like Wirex and Coinbase Card. Lack of historical Mswipe revenue/profit data clouds accretion analysis; investors should scrutinise Ex. 99.1/99.2 for margin impact. Overall, the deal is impactful but valuation risk remains.

Industry Specialist – Payments

TL;DR Adding Visa/Mastercard cards gives ALT5 instant global acceptance and regulatory cover, a major competitive upgrade in crypto payments.

Mswipe’s dual-network BIN sponsorship and compliance stack are hard to replicate quickly; this shortens ALT5’s go-to-market by years. The B2B focus lets ALT5 white-label cards for exchanges, neobanks and fintechs, diversifying revenue beyond trading fees. Real-time forex/crypto swap functionality aligns with rising demand for borderless treasury solutions. Integration risk is moderate because both firms operate API-driven architectures. Key watch-item: maintaining card programme risk thresholds amid volatile crypto cycles. If earn-out targets are met, ALT5’s top line could lift ≥$15 M, material versus its small-cap base.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	25000	1933577.50	35847589	07/23/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/25/2025	Restricted stock vesting under a registered plan	Issuer			25000	03/25/2025	Services Rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What company did ALT5 Sigma acquire in May 2025?

ALT5 acquired Mswipe, a provider of multi-currency fiat and crypto payment card services.

How much did ALT5 pay for Mswipe?

Consideration includes ~$6.1 M in ALTS stock, 0.5 M warrants, $4.8 M Alyea shares, ≈$1 M in new notes and assumption of a $5.1 M note.

Is there an earn-out tied to the Mswipe acquisition?

Yes. Sellers may receive up to $20 M if the operating subsidiaries generate ≥$15 M revenue.

Will the acquisition dilute current ALTS shareholders?

Issuing 1 M shares and 0.5 M warrants could add roughly 6 % dilution based on an estimated 25 M share base.

Where can investors find Mswipe’s historical financials?

Audited FY25/FY24 statements are filed as Exhibit 99.1 to the 8-K.

Did ALT5 provide pro-forma financial impact?

Unaudited pro-forma combined statements are available in Exhibit 99.2.