Net Element, a company founded by Kenes Rakishev and his partners has gone a long way from the idea to NASDAQ listing and merger with Mullen Technologies. Envisioned as a pioneering company in many branches of the modern tech it established as a payment processor. Net Element has become the first NASDAQ listed company established by Kazakhstani. Kenes Rakishev is full of plans and is investing in a dozen of startup companies around the world.
Now, Net Element is finalizing the merger agreement with Mullen Technologies. The details are described by Oleg Firer, Executive Chairman and Chief Executive Officer.
“Net Element”, a global technology and value-added solutions group that supports electronic payments acceptance in a multi-channel environment including point-of-sale (“POS”), today issues the following letter to shareholders.
Dear Fellow Shareholders,
We hope you and your loved ones remain safe and healthy during this COVID pandemic. We continue working diligently on the pending merger with Mullen Technologies and we have taken steps to reduce operating expenses related to our payments processing business as we go through the process contemplated by the Merger Agreement.
Since announcing the contemplated merger, we have received a number of inquiries from shareholders requesting clarification regarding the expected number of shares that will be outstanding at closing if the pending merger with Mullen were to be approved. The Merger Agreement provides for a cap of 75 million outstanding shares at the closing of the transaction which cannot be exceeded without both parties’ approval; however, this is a maximum number and there is no way of knowing the actual number of shares that will be outstanding at that time. By way of example only, if the share price on the transaction closing date is the same as the closing price on August 18, 2020, the Company anticipates that the number of shares outstanding at closing will be approximately 50 million. If the share price on the transaction closing date is less than the closing price on August 18, 2020, the Company anticipates that the number of shares outstanding at closing will be greater than 50 million but subject to the 75 million share cap.
After Mullen’s completion and delivery to the Company of its audited financial statements, the Company intends to prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) in which the proxy statement will be included as a part of the prospectus, in connection with the registration under the Securities Act of the shares of the Company to be issued in connection with the transactions contemplated in the Merger Agreement.
Consummation of the merger, the divestiture, the private placement and the other transactions contemplated in the Merger Agreement, are subject to customary conditions including, among others, regulatory approvals and the approval of the Company’s stockholders.
Additional details regarding the merger, including the complete Merger Agreement, may be found in Net Element’s report on Form 8-K, which was filed with the Securities and Exchange Commission (SEC) on Aug. 5, 2020, and may be obtained from the SEC website at https://sec.report/CIK/0001499961.
Oleg Firer, Executive Chairman, Chief Executive Officer, Net Element, Inc.
About Net Element
Net Element, Inc. (NASDAQ: NETE) has been founded by Kenes Rakishev, the famous entrepreneur from Kazakhstan, and his partners. The company operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise (“SME”) in the U.S. and selected emerging markets. In the U.S., the Company aims to grow transactional revenue by innovating SME productivity services using various technology solutions and Aptito, the Company’s cloud-based, restaurant and retail point-of-sale solution. Internationally, Net Element’s strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions. Net Element was ranked as one of the fastest growing companies in North America on Deloitte’s 2017 and 2018 Technology Fast 500™. In 2017, the Company was recognized by South Florida Business Journal as one of 2016’s fastest-growing technology companies. Further information is available at www.NetElement.com.