CBDW · 1606 Corp.

1606 Corp., trading as CBDW on OTC Markets, signed a definitive Agreement and Plan of Stock Exchange on May 2, 2026, with Sim Agro Inc. to gain majority control through issuance of new Sim Agro shares representing 51% fully-diluted ownership post-closing. Consideration includes 150 million shares at closing and 100 million deferred shares on January 1, 2027, with a cash election right for $2.1 million if the shares' 20-day VWAP value exceeds $4 million. This structures a strategic business combination where 1606 assumes control of Sim Agro's power plant operations and global energy infrastructure expertise, aligning with 1606's data center and AI power strategy, including a pending Texas power property acquisition. Key financial commitments include restructuring Sim Agro's $2.3 million trade payable to ENMAS via a $422,322 10% promissory note maturing in 18 months and 25 million 1606 shares. Post-closing, 1606 holds a 36-month option to increase ownership to 81% at the initial valuation ratio, supported by Sim Agro stockholder voting commitments. Closing hinges on customary conditions like approvals and no material adverse effects, with a 120-day outside date. The press release highlights Sim Agro's $2.5 million inventory, global team, and role as operator for 1606's assets, with Karthik Raghavan joining the board and entering employment. This positions 1606 for vertically integrated power and data infrastructure growth, though subject to execution risks and closing uncertainties.