SKYX Platforms will issue 25,000,000 common shares, equal to 18.46% of its outstanding stock, to merge with Deako. The transaction also includes $4,000,000 in cash and $8,500,000 of senior secured promissory notes, leaving investors exposed to Equity issuance, interest obligations and closing conditions.

Key Highlights

  • SKYX Platforms will pay $4,000,000 in cash to Deako’s Senior Lenders, split between signing and closing.
  • Senior secured promissory notes will carry an aggregate principal amount of $8,500,000 and bear interest at 12.0%.
  • The transaction can be terminated if closing conditions are unmet or waived by October 31, 2026.

SKYX Platforms Corp. (NASDAQ: SKYX) has agreed to merge with Deako, issuing 25,000,000 common shares equal to 18.46% of its outstanding stock. Deako will survive the transaction as a wholly owned subsidiary, subject to securityholder approval and other customary closing conditions.

25M Shares and Cash Consideration

Lumineer Merger Sub, a Wholly Owned Subsidiary of SKYX Platforms, will merge with Deako, a Seattle-based AI smart home and lighting systems company. Deako’s products include modular plug-and-play smart switches and AI technology designed to let homeowners personalize lighting without an electrician. The merger shares will be subject to a 12 month lockup, with 25% released at each applicable release date. The shares will be held In Escrow for Deako’s Senior Lenders, which have agreed to sell them under a Rule 10b5-1 trading plan. Any shares remaining after sales, expenses, fees and indemnification claims will go to Deako’s pre-merger securityholders. SKYX Platforms will provide $4,000,000 in cash, including $2,000,000 paid when the agreement was signed and $2,000,000 payable at closing. It will also issue senior secured promissory notes with an aggregate principal amount of $8,500,000, bearing interest at 12.0%.

Closing Conditions and Investor Obligations

The notes will be secured by SKYX Platforms’ personal property. The agreement also requires the company to issue 250,000 shares to a Deako broker and enter an employment agreement with Deako’s chief executive officer at closing. Deako’s securityholders must approve the transaction, alongside other customary closing requirements. Either party may terminate the agreement if those conditions are not satisfied or waived by October 31, 2026. SKYX Platforms is entitled to repayment of the $2,000,000 signing payment in certain circumstances, including a material breach by Deako.