SKYX Platforms Corp. (NasdaqCM:SKYX) signed a definitive acquisition agreement to acquire Belami for $32.9 million on February 6, 2023. The acquisition payments will include a total of up to 5,223,991 shares of SKYX's common stock and $8 million in cash at close that has been fully funded by two major existing SKYX investors, with an additional $4 million deferred cash payment one year after close. The shares portion will include 2,018,692 restricted shares that will be delivered to Belami selling shareholders at close and an additional payment of up to 2,233,331 restricted shares that will be delivered to selling shareholders 1 year after close. Delivered shares are subject to lockouts and leak out provisions. In addition, SKYX has agreed to issue post-closing, 498,445 restricted stock units, 473,523 restricted shares, and options to purchase 300,000 shares of common stock to Belami's employees, consultants and management. SKYX has also agreed to assume Belami's loan agreement with PNC Bank, National Association, consisting of a $2.0 million available revolving line of credit and a term loan of approximately $2.5 million. The acquisition is subject to closing conditions and has been approved by SKYX's board of directors. The acquisition is expected to close in the coming months, .

SKYX Platforms Corp. (NasdaqCM:SKYX) completed the acquisition of Belami for $25.28 million on April 28, 2023. The revised purchase price paid at the closing consisted of $8 million in cash, and an aggregate of 1,923,285 shares of the Company's common stock. The Company will also pay an additional (i) $3.158 million deferred cash payment one year after close and (ii) a number of shares of common stock equal to $5.639 million, subject to a minimum price per share of $3.00 and a maximum price per share of $4.00. In addition, SKYX has also agreed to assume Belami's (i) promissory notes in an aggregate amount of $1.0 million, and having a 90-day term and an interest rate of 4.86% per annum (the “Closing Notes”); and (ii) promissory notes in the initial aggregate amount of $464,669 (the “Retained Earnings Notes”). The Company also agreed to pay cash bonuses and to grant the following equity awards to certain employees and consultants of Belami: 735,375 restricted stock units, which will vest on April 28, 2024; 568,927 restricted shares, which will vest on the date of grant; up to 150,000 restricted stock units, which will vest in three equal annual installments on the anniversary of the grant date, beginning with the first anniversary of the grant date; and five-year options to purchase up to 150,000 shares of common stock, which will vest and become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. Belami's loan agreement with PNC Bank, National Association was repaid in full prior to the Closing. As in 2022, Belami reported a $86 million in revenues.