Bright Flex launches offers to buy Cavitation and Alchemy for $35 million and $7 million
Key Facts
Bright Flex Finance Luxembourg launched cash offers to acquire Cavitation Technologies and Alchemy Beverages on 20 October 2026, according to an offer commencement statement filed with the U.S. Securities and Exchange Commission. The company set total consideration for the Cavitation offer at $35 million before deducting liabilities, with the per-share amount to be determined under the calculation mechanism in the offer documents. Completion of each offer and the buyer's obligation to purchase shares tendered into it are conditional on completion of the other offer. The buyer said funding for the Cavitation offer would come from its asset allocations and cash balances. It added in the offer document that the purchase "is not subject to any financing arrangements" and is not conditional on credit approvals or a capital increase.
The offer commencement statement provided a preliminary undiluted estimate of about $0.105 per Cavitation share, with final consideration subject to liabilities and the share count at the time of calculation. The estimate was based on reported company liabilities of $738,000. According to the offer document, liabilities are deducted from the total consideration allocated to the acquisition before the net amount is distributed to shareholders. The resulting amount is then divided by the number of shares outstanding on the calculation date to determine the amount payable per share. The exercise of convertible instruments and share issuance are among the factors that could change that count and, consequently, the final consideration received by shareholders.
Cavitation's outstanding instruments include warrants that could produce 11,269,400 shares, according to the offer document filed with the U.S. regulator. Convertible notes could also produce an additional 1,250,000 shares. Exercise of these instruments before the calculation date could reduce the final per-share price by increasing the number of shares across which the consideration is distributed. The agreement also allows the issuance of up to 5,000,000 shares in a private placement during the offer period. The placement is intended to cover working capital needs and expenses during that period and could also reduce the final per-share consideration.
The Alchemy offer is based on total consideration of $7 million before deducting its liabilities, according to the offer commencement document. The preliminary undiluted estimate was about $0.368 per share, based on liabilities of $88,441.81. The final price is calculated by deducting liabilities from the total consideration and dividing the remainder by the shares outstanding on the calculation date. Alchemy is a private company whose shares are not publicly traded and will obtain an independent valuation opinion under the offer arrangements. That valuation could open the way to negotiations over an increase in consideration, while the offer document states that "the buyer may not use it to reduce the final offer price".
Cavitation owns about 13.3% of Alchemy's shares, according to the offer commencement document, also linking the two target companies through ownership. The companies signed definitive offer agreements with Bright Flex on 9 October 2026, according to Cavitation's filing with the U.S. regulator. Cavitation's agreement with the buyer replaced an earlier agreement with European Guarantee Services, with no termination fee paid by the company. Chief Executive Neil Voloshin said the agreements reflected "continuity in the transaction process" and that retaining the key participants was intended to accelerate regulatory and offer procedures. Applications of Cavitation's technologies include treatment of industrial water and water produced by oil and gas operations, as well as renewable fuels and digital asset infrastructure.
Completion of the offers requires tendered shares to give the buyer ownership of at least 90% of each company's outstanding shares, according to the offer commencement statement. Closing conditions also include review by the Committee on Foreign Investment in the United States and its approval or a determination that no further action is required. The offer documents set 24 December 2026 as the date for calculating the liabilities and shares on which the final prices of both offers will be based. The initial deadline for tendering shares is 26 January 2027, subject to extension. The buyer is required to extend it as necessary to allow at least 30 business days after the final price is announced, so shareholders can review it and decide whether to tender their shares.