Flex Ltd. has amended its warrant agreement with an Amazon.com subsidiary in connection with the planned spin-off of its cloud and power infrastructure business, which will be named Axiom Solutions International, Inc. ("Spinco"). The amendment alters how the warrantholder will be treated during the separation.
Key Details
- New Spinco Warrant: Instead of receiving shares in the pro rata distribution of the new company, an Amazon subsidiary will be issued a new, fully vested warrant to purchase shares of Spinco common stock at an exercise price of $0.01 per share. The number of shares will be determined based on the intrinsic value of the original Flex warrant.
- Original Warrant Terms: The existing warrant, dated August 15, 2025, is for the purchase of up to 3,859,851 Flex ordinary shares at an exercise price of $51.29 per share.
- Spin-Off Details: The planned separation involves a distribution of approximately 88.0% to 94.0% of outstanding Spinco common stock to Flex shareholders. The amendment was entered into on October 9, 2026.