8-K: Ameritek Ventures Completes $37M Galaxy Batteries Acquisition

Ameritek Ventures, Inc. announced the completion of its acquisition of Galaxy Batteries, Inc. for $37 million, paid through the issuance of 10 billion common shares, significantly increasing its outstanding share count.

Summary

• Ameritek Ventures, Inc. (the Company) acquired Galaxy Batteries, Inc. from Epazz, Inc. on August 14, 2025.
• The purchase price consisted of 10,000,000,000 shares of Ameritek Ventures common stock, valued at $0.0037 per share, for a total consideration of $37,000,000.
• Following the issuance of these shares, the Company's total outstanding shares increased to 10,949,226,791.
• The Company filed a Certificate of Amendment with the Nevada Secretary of State on August 14, 2025, to increase its authorized common stock from 950,000,000 to 11,000,000,000 shares, with the par value remaining at $0.001 per share.
• Shaun Passley, acting as Custodian and CEO for Ameritek Ventures, President for Epazz, Inc., and President for Galaxy Batteries, Inc., was involved in executing the Stock Purchase Agreement.

Sentiment

Score: 2

Explanation: The sentiment is negative due to the massive shareholder dilution, the highly unusual related-party nature of the transaction where one individual represents all parties, and the lack of detailed information regarding the acquired asset's financials or strategic value to justify such a dilutive event.

Positives

• Expansion into the battery sector through the acquisition of Galaxy Batteries, Inc., potentially diversifying business operations.

Negatives

• Massive shareholder dilution resulting from the issuance of 10,000,000,000 new shares, increasing total outstanding shares to 10,949,226,791.
• The acquisition was executed as a related-party transaction, with Shaun Passley signing on behalf of all three entities involved (Buyer, Seller, and Acquired Company), raising potential conflict of interest concerns.
• The $37,000,000 valuation for Galaxy Batteries, Inc. was paid entirely in highly dilutive stock, rather than cash or less dilutive means.

Risks

• Significant shareholder dilution could negatively impact existing share value and future earnings per share.
• Potential conflicts of interest due to the related-party nature of the transaction, with the same individual (Shaun Passley) representing all parties involved.
• Integration risks associated with acquiring a new company and potentially operating in a new industry segment.
• The valuation of Galaxy Batteries, Inc. at $37 million, paid in stock, may be subject to scrutiny given the lack of detailed financial information about the acquired entity in the filing.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the completion of the acquisition itself. Future performance will depend on the successful integration and operation of Galaxy Batteries, Inc.

Management Comments

• Shaun Passley, Custodian and CEO of Ameritek Ventures, Inc., signed the Stock Purchase Agreement on behalf of the Buyer.
• Shaun Passley, President of Epazz, Inc., signed the Stock Purchase Agreement on behalf of the Seller.
• Shaun Passley, President of Galaxy Batteries, Inc., signed the Stock Purchase Agreement on behalf of the Company being acquired.

Industry Context

The acquisition positions Ameritek Ventures, Inc. to potentially enter or expand within the battery technology sector, an industry experiencing significant growth driven by electric vehicles, renewable energy storage, and portable electronics. This move could be seen as an attempt to diversify or pivot the company's strategic focus, though the specific operations and market position of Galaxy Batteries, Inc. are not detailed.

Comparison to Industry Standards

• The issuance of 10 billion shares for an acquisition is an exceptionally high number, leading to extreme dilution that is uncommon for acquisitions by established public companies, which typically seek to minimize per-share impact.
• Related-party transactions, especially where the same individual represents all parties (buyer, seller, and target), raise significant corporate governance concerns and are often scrutinized more heavily than arm's-length transactions in the broader market.
• Without detailed financial information for Galaxy Batteries, Inc., it is difficult to assess the $37 million valuation against industry benchmarks for battery technology companies, which typically involve metrics like revenue multiples, EBITDA, or intellectual property value.

Management Changes

Corporate Governance

Related Party Transactions

• The acquisition of Galaxy Batteries, Inc. by Ameritek Ventures, Inc. from Epazz, Inc. is a related-party transaction.
• Shaun Passley signed the Stock Purchase Agreement on behalf of Ameritek Ventures, Inc. (Buyer), Epazz, Inc. (Seller), and Galaxy Batteries, Inc. (Company being acquired), indicating a significant overlap in management and control across the entities involved.

Stakeholder Impact

• **Shareholders:** Existing shareholders face significant dilution due to the issuance of 10 billion new shares, which could substantially decrease their ownership percentage and per-share value.
• **Management:** The transaction consolidates control and influence under Shaun Passley, who holds key positions across the involved entities.
• **Employees:** Employees of Galaxy Batteries, Inc. will now be part of Ameritek Ventures, Inc., potentially leading to integration challenges or opportunities.

Next Steps

• Integration of Galaxy Batteries, Inc. into Ameritek Ventures' operations.
• Potential future disclosures regarding the performance and strategic contribution of Galaxy Batteries, Inc.

Key Dates

Recommendation

The acquisition involves an unprecedented level of share dilution (issuing 10 billion shares) for a $37 million asset, which will severely dilute existing shareholder value. The transaction is a clear related-party deal, with the same individual (Shaun Passley) representing all parties, raising significant corporate governance red flags and concerns about the fairness of the valuation and terms. Without any detailed financial or operational information on Galaxy Batteries, Inc., the strategic benefit is highly questionable, while the immediate negative impact on shareholders is substantial. This combination of extreme dilution and governance issues warrants a strong sell recommendation.

Keywords

Ameritek Ventures, Galaxy Batteries, Epazz Inc, acquisition, stock purchase agreement, share dilution, related party transaction, battery technology, corporate governance, SEC filing, Form 8-K