SCHEDULE: Nexera Technologies Ltd. Files Schedule 13D for Fort Technology Inc.

Nexera Technologies Ltd. has filed a Schedule 13D, converting a prior 13G filing, to report its beneficial ownership of Fort Technology Inc. common shares following a series of strategic transactions.

Summary

• Nexera Technologies Ltd. (Reporting Person) has filed a Schedule 13D to report its beneficial ownership of Fort Technology Inc. (Issuer) common shares, superseding a previous Schedule 13G filing.
• The filing details the acquisition of Fort UK by Fort Technology Inc. (formerly Impact Acquisitions Corp.) on July 7, 2025, in exchange for Nexera Technologies Ltd. receiving 7,142,857 common shares and contingent right shares.
• Nexera Technologies Ltd. participated in a private placement of convertible debentures on August 21, 2025, for US $1,597,653, which converted into 858,031 common shares and warrants.
• A debt settlement agreement on December 24, 2025, resulted in Nexera Technologies Ltd. receiving an additional 1,700,801 common shares in settlement of accrued indebtedness.
• The Reporting Person currently beneficially owns 11,416,863 common shares, representing approximately 71.8% of the Issuer's outstanding shares.
• Contingent right shares are to be issued upon the achievement of specific milestones: NYSE/Nasdaq listing, capital raising of $8 million+, and reaching $15 million in annual revenues by December 31, 2028.
• The Issuer's securities were listed on the Nasdaq Capital Market on June 8, 2026, triggering the issuance of 1,571,429 contingent right shares to the Reporting Person.
• Nexera Technologies Ltd. is evaluating a potential dividend of up to 10% of its current holdings in the Issuer.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, primarily due to the successful transition to a public listing and the clear articulation of strategic intent for growth, despite the complexities of the share restructuring.

Positives

• Successful transition of Fort UK into a publicly traded vehicle (Fort Technology Inc.) providing access to capital markets and a platform for growth.
• Listing of Fort Technology Inc. securities on the Nasdaq Capital Market on June 8, 2026, fulfilling a key milestone.
• Nexera Technologies Ltd. retains a controlling equity interest (approximately 71.8%) in the combined enterprise.
• Receipt of 1,571,429 common shares upon the Nasdaq listing, satisfying the first milestone for contingent right shares.
• Participation in a private placement and debt settlement leading to increased shareholding in Fort Technology Inc.

Negatives

• The initial filing was inadvertently made on a Schedule 13G, requiring conversion to a Schedule 13D, indicating a procedural oversight.
• The Reporting Person is subject to a four-month-and-one-day hold period on shares received through the debt settlement agreement under Canadian securities laws.
• The Reporting Person has undertaken not to acquire securities that would result in owning in excess of 80% of the outstanding Common Shares, limiting immediate further accumulation.

Risks

• Contingent right shares are subject to the achievement of future milestones, including a successful capital raise of $8 million+ and reaching $15 million in annual revenues by December 31, 2028.
• Potential dividend distribution of up to 10% of current holdings remains subject to further consideration, legal/regulatory requirements, and approvals.
• The Reporting Person reserves the right to change its intentions regarding its position in the Issuer, which could lead to future share sales or acquisitions.

Future Outlook

The company is focused on growth and expansion of its e-commerce consumer products business. Future milestones include a potential US national exchange listing, a capital raise of at least $8 million, and achieving $15 million in annual revenues by the end of 2028, which will trigger the issuance of additional contingent right shares. Nexera Technologies Ltd. is also considering a dividend of up to 10% of its current holdings.

Management Comments

• The purpose of this Schedule 13D is solely to comply with the applicable rules promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to instead report the Reporting Person's beneficial ownership of the Common Shares on a Schedule 13D.
• The Reporting Person provides corporate management, business strategy and execution, administrative, finance, bookkeeping, and operational services to Fort UK.
• Nexera Technologies Ltd. announced that its board of directors authorized the Reporting Person to evaluate and consider a potential dividend to its shareholders of a portion of the Common Shares currently held by the Reporting Person, which potential dividend may represent up to 10% of the Reporting Person's current holdings in the Issuer.
• The Reporting Person reserves the right, at any time and from time to time, to review or reconsider its or his position and/or change its purpose and/or formulate plans or proposals with respect thereto.
• The Reporting Person reserves the right to increase or decrease its position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable.

Industry Context

StockSavvy.ai notes that this filing reflects a common strategy for companies evolving from private to public entities, particularly those with a focus on technology and e-commerce. The transition to a US exchange listing is a critical step for accessing broader investor pools and capital, a trend observed across many technology and consumer-focused businesses seeking to scale.

Related Party Transactions

• Nexera Technologies Ltd. provides corporate management, business strategy and execution, administrative, finance, bookkeeping, and operational services to Fort UK under a service agreement dated March 30, 2023.
• Indebtedness incurred under this service agreement was settled by Fort Technology Inc. issuing 1,700,801 common shares to Nexera Technologies Ltd.

Stakeholder Impact

• Shareholders of Fort Technology Inc. may see increased control by Nexera Technologies Ltd., which holds a significant majority stake.
• Potential future dividend distribution by Nexera Technologies Ltd. could benefit its own shareholders.
• The successful achievement of future milestones by Fort Technology Inc. will impact the total share count and potential value for all shareholders.

Next Steps

• Nexera Technologies Ltd. will continue to evaluate its position and potential plans regarding its holdings in Fort Technology Inc.
• The company will assess the feasibility of a potential dividend distribution of up to 10% of its current shareholding.
• Fort Technology Inc. aims to achieve the milestones for issuing additional contingent right shares: a US national exchange listing, a capital raise of $8 million+, and reaching $15 million in annual revenues by December 31, 2028.

Key Dates

Recommendation

The filing is primarily a procedural update and confirmation of beneficial ownership following a series of complex transactions. While the Nasdaq listing is positive, the significant control by Nexera Technologies Ltd. and the contingent nature of future share issuances suggest a 'hold' position until further clarity on operational performance and strategic execution emerges.

Keywords

Schedule 13D, Nexera Technologies Ltd, Fort Technology Inc, Beneficial Ownership, Common Shares, Acquisition, Contingent Right Shares, Nasdaq Listing