STOCK TITAN

Affinity purchase and rebrand for Stark Novus Financial (SNFI)

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Stark Novus Financial Inc., formerly Nu Ride Inc., completed the acquisition of Affinity Advisory Network, LLC and AAN Wealth Advisors, LLC through its wholly owned subsidiary, Affinity Advisory Holdings Corp. The consideration includes a cash payment at closing of $6,720,000 (subject to customary adjustments), 80,000 shares of Class A common stock and Buyer common stock equal to 15% of the Buyer’s issued and outstanding shares immediately after closing. The sellers may also receive a contingent earnout of up to $1,312,000 plus interest, payable in up to three annual installments of approximately $437,333 each, if specified insurance-writing thresholds are met.

On July 21, 2026, the company changed its name from Nu Ride Inc. to Stark Novus Financial Inc. via a Certificate of Amendment, and updated its Third Amended and Restated Bylaws solely to reflect the name change. The Class A common stock is expected to begin trading on the OTC under the ticker symbol SNFI, with the CUSIP number remaining unchanged. Required financial statements and pro forma financial information for the acquired business will be provided in a later amendment within 71 days.

Positive

  • None.

Negative

  • None.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash consideration at closing $6,720,000 Cash payment at closing for the Affinity acquisition, subject to customary adjustments
Equity consideration in Class A shares 80,000 shares Shares of Stark Novus Financial Class A common stock issued as part of purchase price
Buyer equity issued to sellers 15% Buyer common stock equal to 15% of Buyer’s issued and outstanding shares after closing
Maximum contingent earnout $1,312,000 Potential additional consideration payable to Affinity sellers if insurance-writing thresholds are met
Annual earnout installment $437,333 Approximate amount of each of up to three annual earnout installments plus accrued interest
Deadline for amendment filing 71 days Time allowed to file Affinity financial statements and pro forma financial information after report due date
Membership Interest Purchase Agreement regulatory
"The Membership Interest Purchase Agreement for the transaction was originally signed on June 2, 2026."
A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.
contingent earnout payment financial
"The Sellers are also eligible to receive a contingent earnout payment of up to $1,312,000."
Certificate of Amendment regulatory
"the Company filed ... a Certificate of Amendment to the Company’s Third Amended and Restated Certificate."
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Third Amended and Restated Bylaws regulatory
"The Company’s board of directors also adopted the Third Amended and Restated Bylaws of the Company."
pro forma financial information financial
"The pro forma financial information required by Item 9.01(b) ... will be filed by an amendment."
Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What acquisition did NRDE complete on July 15, 2026?

Stark Novus Financial completed the acquisition of Affinity Advisory Network, LLC and AAN Wealth Advisors, LLC through its subsidiary Affinity Advisory Holdings Corp., expanding its business by purchasing all membership interests in the Affinity entities.

What is the total consideration NRDE is paying for Affinity Advisory?

The deal includes $6,720,000 cash at closing (subject to adjustments), 80,000 Class A shares of Stark Novus Financial and Buyer common stock equal to 15% of the Buyer’s issued and outstanding shares immediately following closing, plus a potential earnout.

How does the earnout for the Affinity sellers work in the NRDE transaction?

Affinity’s sellers may receive a contingent earnout of up to $1,312,000 plus interest, payable in up to three annual installments of about $437,333 each, if specified insurance-writing thresholds are achieved after closing.

What corporate name and ticker changes are disclosed for NRDE?

The company changed its name from Nu Ride Inc. to Stark Novus Financial Inc. and its Class A common stock is expected to begin trading on the OTC under the new ticker symbol SNFI, while the existing CUSIP number will remain the same.

When will NRDE provide Affinity’s financial statements and pro forma information?

Stark Novus Financial plans to file the acquired business’s financial statements and required pro forma financial information in an amendment no later than 71 days after the date the current report was required to be filed.

What governance documents did NRDE amend in connection with the name change?

The company filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation to change its name and adopted Third Amended and Restated Bylaws revised solely to reflect the new corporate name, Stark Novus Financial Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 15, 2026

 

STARK NOVUS FINANCIAL INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38821   83-2533239
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1700 Broadway, 19th Floor

New York, New York 10019

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 202-2200

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 2.01.Completion of Acquisition or Disposition of Assets.

 

On July 15, 2026, Affinity Advisory Holdings Corp., a Delaware corporation (the “Buyer”) and a wholly-owned subsidiary of Stark Novus Financial Inc. (formerly Nu Ride Inc.) (the “Company”) completed the acquisition (the “Acquisition”) of Affinity Advisory Network, LLC and AAN Wealth Advisors, LLC (together, “Affinity”). The Membership Interest Purchase Agreement (the “Purchase Agreement”) for the transaction was originally signed on June 2, 2026. As previously disclosed, the aggregate consideration payable under the Purchase Agreement consisted of (a) a cash payment at closing of $6,720,000, subject to customary adjustments for working capital, cash, indebtedness, and transaction expenses; (b) 80,000 shares of Class A common stock of the Company (the “Class A Common Stock”); and (c) shares of the Buyer’s common stock equal to 15% of the Buyer’s issued and outstanding shares immediately following the closing. The Sellers are also eligible to receive a contingent earnout payment of up to $1,312,000 (plus accrued interest), payable in up to three annual installments of approximately $437,333 each following the closing, subject to meeting certain insurance-writing thresholds.

 

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

 

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 21, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation changing the Company’s name from “Nu Ride Inc.” to “Stark Novus Financial Inc.”, effective immediately. The Company’s board of directors also adopted the Third Amended and Restated Bylaws of the Company solely reflecting the name change, effective immediately. Copies of the Certificate of Amendment and the Third Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

 

Item 8.01.Other Events.

 

The Company’s Class A Common Stock is expected to begin trading on the OTC under the ticker symbol “SNFI”. The CUSIP number assigned to the Company’s common stock will not change in connection with the change of ticker symbol.

 

Item 9.01Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired. The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

 

(b) Pro Forma Financial Information. The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation
3.2   Third Amended and Restated Bylaws
104   Cover Page Interactive Data File (formatted as inline XBRL)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  STARK NOVUS FINANCIAL INC.
     
  By: /s/ Alexander Matina
  Name: Alexander Matina
Date: July 21, 2026 Title: Chief Executive Officer

 

 

  

Filing Exhibits & Attachments

5 documents