The disclosure set forth under Item 2.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 13, 2026, SKYX Platforms Corp. (the “Company”) completed its previously announced merger (the “Closing”)
with Deako, Inc., a Delaware corporation (“Deako”), which became a wholly-owned subsidiary of the Company (the “Merger”)
pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated September 9, 2026, by and among the Company, Lumineer Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Deako, and WT Representative LLC, a Delaware limited liability company, as the Securityholders’ Representative.
At the Closing, the Company issued 25,000,000 shares of the Company’s common stock, no par value per share (the “Merger Shares”), which are subject to a 12-month lock-up, with 25% of the Merger Shares being released from such transfer restrictions on each of the dates that are 12 months, 15 months, 18 months, and 21 months after the Closing. Post-Merger, current shareholders of the Company will own approximately 84.4% of the Company and Deako’s former shareholders will own approximately 15.6% of the Company. The shares are being held in escrow on behalf of Deako’s shareholders and certain senior lenders of Deako (the “Senior Lenders”).
The Senior Lenders have agreed to sell the Merger Shares pursuant to a Rule 10b5-1 trading plan. Following the receipt of sale proceeds by the Senior Lenders and payment of certain expenses, fees, and indemnification claims, any remaining Merger Shares, if any, will be distributed to the pre-Merger securityholders of Deako. In addition, the Company paid to the Senior Lenders, on behalf of Deako, an aggregate of $4,000,000 in cash, of which $2,000,000 was previously paid on September 9, 2026 and another $2,000,000 was paid at the Closing. At the Closing, the Company also delivered to the Senior Lenders a senior secured promissory note in the aggregate principal amount of $8,500,000 (the “Promissory Note”), of which an aggregate of $2,250,000 is due 120 days from the Closing and the remaining amount is due on the 12-month anniversary of the Closing. The Promissory Note is secured by the Company’s personal property and bears interest at a rate of 12.0% per annum.
The above descriptions of the Merger Agreement, the Promissory Note and other Merger-related documents do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement and the Promissory Note, copies of which are filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 10, 2026, and as Exhibit 10.1 to this Current Report, respectively, and are incorporated herein by reference.
The Merger Agreement has been included with this Current Report to provide investors and security holders with information regarding the terms of the Merger. It is not intended to provide any other factual information about the Company, Deako, or any of the other parties to the Merger or the consideration to be paid in the Merger or such Merger Agreement. The representations, warranties, covenants and agreements contained in the Merger Agreement, which are made only for purposes of the Merger Agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the applicable agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Company investors and security holders should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Deako, or any of the other parties to the Merger. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.