Offer Letter Summary (Full Text)
1. Transaction Overview
APX proposes to acquire a 35% equity stake in Kickin Assets Sports Inc. for a total consideration of twelve million U.S. dollars (USD 12,000,000), structured as follows:
- $6,000,000 equivalent in APXCOIN, an ERC-20 token on the Ethereum blockchain and native to the Tezos blockchain.
- $6,000,000 committed line of credit redeemable against APX Group's global facilities in production, post-production, music, and distribution.
This structure provides the club with both liquidity and long-term strategic capacity.
2. Governance and Board Representation
- Board Structure: Expanded to a minimum of five (5) members.
- APX Representation: Two (2) designated and paid board seats.
- One seat to be held by Mr. Adi Cohen, Chairman of APX.
- A second seat to be filled by an APX executive specializing in media production.
- Voting Rights: Proportional to equity, with meaningful consultation rights over major capital events including significant new debt, dilution, or stadium refinancing.
- Pro-Rata Rights: APX reserves the right to participate in future raises to maintain its ownership percentage.
- Information Rights: Regular quarterly financial reports and annual strategy reviews.
3. Digital Finance Integration - APXCOIN
Beyond serving as part of the consideration, APXCOIN provides the foundation for:
- NFT ticketing and blockchain-based loyalty systems.
- Crypto-enabled sponsorship settlements.
- Fan engagement programs that deepen the club's digital footprint.
Transaction at a Glance
This plan outlines the accelerated 7-day sprint to close the acquisition of a 35% equity stake in Kickin Assets Sports Inc. by the target date of October 5, 2025.
Equity Stake
35%
Board Seats
2
Paid Directors
2
Fee Coverage
$100K
Key Rights
Consultation & Pro-Rata
Total Consideration: $12M
Financial Overview
Line of Credit Allocation
The $6M line of credit provides Kickin Assets with strategic access to APX's media production ecosystem, valued at market rates. These allocations are illustrative and will be deployed flexibly according to the club's evolving needs.
Valuation Context
The APX-implied valuation of $34.3M positions the club at a premium, reflecting the strategic value of the APX media ecosystem and capital markets expertise.
About APXCOIN: A Dual-Chain Strategy
APXCOIN utilizes a strategic dual-chain approach to serve distinct functions within its ecosystem. The consideration for this deal will be provided in both the native Tezos token and the ERC-20 token on Ethereum, giving Kickin Assets flexibility in its treasury management and utility applications.
APXCOIN (Ethereum ERC-20)
This token is designed for broad market access, liquidity, and trading on major public exchanges.
- Primary Use: Capital Markets & Liquidity
- Accessibility: Tradable on decentralized and centralized exchanges.
- Function: Acts as the primary bridge between traditional finance and the APX ecosystem.
APXCOIN (Tezos Native)
The native Tezos token serves as the utility and governance backbone for APX's on-chain operations.
- Primary Use: Utility & Governance
- Accessibility: Used within the APX film financing and royalty distribution protocols.
- Function: Enables on-chain voting, automated royalty splits, and powers internal smart contracts.
Key Documents
Share Purchase Agreement
Definitive legal document for the equity sale.
Status: Drafting
Line of Credit Agreement
Agreement detailing the $6M facility from APX.
Status: Drafting
Amended Corporate Bylaws
Revisions to Kickin Assets' governance documents.
Status: Drafting
Director Employment Agreements
Contracts for the two APX-nominated paid directors.
Status: Pending
Document Workflow
The 7-Day Closing Sprint
Day 1: Mobilization
Mon, Sept 29
Task Ownership:
APX (50%)
KA (25%)
Joint (25%)
Draft SPA & Credit Agreements: Outline terms, reps & warranties, closing conditions, and fee coverage.
Party: APX Legal | Pending
Deliverable: v1.0 Drafts
Draft Bylaw Amendments: Review existing bylaws and draft new clauses for board expansion and consultation rights.
Party: Kickin Assets Legal | Pending
Deliverable: Internal Draft
Establish Crypto Wallets: Create secure wallets on Ethereum & Tezos for APXCOIN.
Party: Joint Finance/Tech | Pending
Deliverable: Wallet Addresses
Conduct Test Transactions: Send 0.01 APXCOIN to both wallets to validate functionality.
Party: APX Finance | Pending
Deliverable: Test Confirmation
Day 2: Review & Refinement
Tue, Sept 30
Task Ownership:
APX (50%)
Joint (50%)
Review & Redline Agreements: KA Legal to provide initial comments; APX Legal to review and prepare for alignment call.
Party: Joint Legal | Pending
Deliverable: v2.0 Drafts
Designate Second Board Member: APX to finalize internal selection and provide formal notification to Kickin Assets.
Party: APX Management | Pending
Deliverable: Formal Notification
Draft Director Employment Agreements: Prepare employment contracts for the two APX-nominated directors.
Party: APX Legal | Pending
Deliverable: v1.0 Drafts
Digital Finance Framework: Draft high-level framework for APXCOIN integration for ticketing and sponsorships.
Party: Joint Tech | Pending
Deliverable: Framework Doc
Day 3: Finalization & Approvals
Wed, Oct 1
Task Ownership:
Joint (100%)
Finalize All Legal Docs: Joint call to resolve any outstanding points on SPA, Credit Agreement, and bylaws.
Party: Joint Legal Teams | Pending
Deliverable: Execution Copies
Obtain Internal Approvals: Circulate final documents to respective boards for formal approval to proceed.
Party: Board Secretaries | Pending
Deliverable: Signed Resolutions
Day 4-5: Formalities
Oct 2-3
Task Ownership:
KA (50%)
Joint (50%)
Internal Approvals & Pre-Closing Audit
Obtain all required signatures for internal board resolutions; prepare corporate filings; schedule first board orientation meeting for the week following the close.
Party: Board Secretaries & Joint Legal | Pending
Deliverable: Signed Resolutions & Checklist
Day 6: Execution
Sat, Oct 4
Task Ownership:
Joint (100%)
Signature & Staging
Execute all final agreements, which will be held in escrow by legal counsel pending the transfer of funds. A final readiness check is performed by all teams.
Party: Authorized Signatories, Joint Legal/Finance | Pending
Deliverable: Signed & Escrowed Docs
Day 7: Closing Day
Sun, Oct 5
Task Ownership:
All Parties (100%)
Transaction Execution & Completion
The APXCOIN transfer is executed. Upon confirmation on the blockchain, the share certificate is issued, final documents are filed, and the closing memorandum is circulated.
Party: All Parties | Pending
Deliverable: Transaction Complete
Closing Deliverables Checklist
From APX Group
- Executed Share Purchase Agreement
- Executed Line of Credit Agreement
- Executed Director Employment Agreements
- Executed APX Board Resolutions
- APXCOIN Transfer Confirmation (TxID)
From Kickin Assets Sports Inc.
- Executed Share Purchase Agreement
- 35% Share Certificate & Updated Ledger
- Executed Board/Shareholder Resolutions
- Filed Corporate Amendments & Board List
Closing Status
Deliverables Ready for Sign-off