01—Abstract
Summary
Summary of the 8-K filed October 13, 2026. Cited figures are marked; the original filing is the authoritative source.
Flex Ltd. (Flex) has filed an 8-K report detailing an amendment to its existing warrant agreement with Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon.com, Inc. This amendment is directly linked to Flex's previously announced plan to separate its cloud and power infrastructure business into a new publicly traded company, Axiom Solutions International, Inc. (Spinco).
The key change involves the treatment of Amazon's warrant. Instead of participating in the spin-off by receiving Spinco shares directly, Amazon will receive a new warrant to purchase Spinco shares at a nominal exercise price of $0.01a.
The number of Spinco shares subject to this new warrant will be determined based on the intrinsic value of the original Flex warrant prior to the distribution. This amendment, along with the issuance of the new Spinco warrant, is being made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.
02—Key points
Key Highlights
- Amendment to existing warrant agreement with Amazon.com subsidiary.
- Amendment is in connection with Flex's planned separation of its cloud and power infrastructure business into a new company, Axiom Solutions International, Inc. (Spinco).
- Amazon will receive a new warrant to purchase Spinco shares, not Spinco shares directly, in lieu of its participation in the distribution.
- The new Spinco warrant will have a nominal exercise price of $0.01 per share.
- The number of Spinco shares covered by the new warrant will be based on the intrinsic value of the original Flex warrant prior to the distribution.
- The issuance of the amended warrant and Spinco shares is not registered under the Securities Act, relying on an exemption under Section 4(a)(2).
- Flex has filed other relevant documents with the SEC, including a proxy statement and Spinco's Form 10, concerning the spin-off.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
The primary purpose of this filing is to inform investors about an amendment to Flex Ltd.'s existing warrant agreement with an Amazon.com subsidiary. This amendment is a necessary step related to Flex's planned separation of its cloud and power infrastructure business into a new company, Axiom Solutions International, Inc. (Spinco).
How does the warrant amendment affect Amazon's stake in the spin-off?
Instead of receiving Spinco shares directly as part of the distribution to Flex shareholders, Amazon will receive a new warrant to purchase Spinco shares. This Spinco warrant will have a nominal exercise price of $0.01 per share, and the number of shares it covers will be determined by the intrinsic value of the original Flex warrant before the spin-off.
Is the issuance of the new Spinco warrant registered with the SEC?
No, the issuance of the amended warrant and the underlying Spinco shares have not been registered under the Securities Act of 1933. Flex believes this transaction is exempt from registration under Section 4(a)(2) of the Securities Act.
What are the potential risks associated with the spin-off mentioned in the filing?
The filing includes a cautionary statement highlighting numerous risks and uncertainties related to the spin-off. These include uncertainties about the completion and timing of the spin-off, potential tax implications, integration challenges, impacts on business relationships, competitive responses, diversion of management attention, and the possibility that the anticipated benefits may not be achieved or may take longer than expected.
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