{"url_path":"/sec/lbuy/8-k/2026-06-12/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ** **Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1643721/0001477932-26-003840-index.html","accession_number":"0001477932-26-003840","cik":"0001643721","ticker":"BOTX","issuer_name":"DATZ WORLD HOLDINGS CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1643721/0001477932-26-003840-index.html","primary_entity_key":"0001643721","primary_entity_name":"DATZ WORLD HOLDINGS CORP."},"word_count":1164,"has_tables":true,"body_markdown":"**Item 1.01** **Entry into a Material Definitive Agreement**\n\n \n\nOn June 8, 2026 (the “Effective Time”), DATZ World Holdings Corp. (formerly known as LeafBuyer Technologies, Inc., the \"Company\") completed its previously announced merger pursuant to that certain Agreement and Plan of Merger and Reorganization, dated November 10, 2025 (the \"Merger Agreement\"), by and among the Company, LB Acquisition Corp., a wholly-owned Delaware subsidiary of the Company (\"Acquisition\"), RagingBull.com, LLC, a Delaware limited liability company (\"RagingBull\"), and the equityholders of RagingBull (the \"RagingBull Holders\"). Pursuant to the Merger Agreement, Acquisition merged with and into RagingBull, with RagingBull surviving as a wholly-owned subsidiary of the Company (the \"Merger\") in exchange for 15,000,000 newly issued shares of the Company’s common stock, par value $0.001 per share (the \"Common Stock\") to the RagingBull Holders.\n\n \n\nIn connection with the Merger, the Company changed its name to DATZ World Holdings Corp and effected a reverse split of the Company's Common Stock on the basis of one share for every 156 shares of the Company's Common Stock outstanding (the “Reverse Spilt”).\n\n \n\nAt the Effective Time of the Merger, the Company's board of directors and officers was reconstituted by the resignation of Kurt Rossner as Chief Executive Officer, Chairman, and Director, Mark Breen as Chief Financial Officer and Director, Michael Goerner as Chief Technology Officer, Treasurer, and Director, Jeff Rudolph as Director, and Kristin Baca as Director.\n\n \n\nFollowing the consummation of the Merger and giving effect to the Common Stock Issuance and the Reverse Split, the RagingBull Holders beneficially own approximately 95% of the issued and outstanding Common Stock of the Company. The parties have taken the actions necessary to provide that the Merger is treated as a \"tax free exchange\" under Section 368 of the Internal Revenue Code of 1986, as amended.\n\n \n\nIn connection with the closing of the Merger, the following transactions were consummated:\n\n \n\n*Sale of Series A Preferred Stock*\n\n \n\nAt the Effective Time of the Merger, Kurt Rossner, Mark Breen, and Michael Goerner (collectively, the \"Sellers\") sold an aggregate of 324,327 shares of the Company's Series A Convertible Preferred Stock (the \"Series A Shares\") to Jeff Bishop (the \"Purchaser\") for an aggregate purchase price of $1,000, pursuant to that certain Stock Purchase Agreement dated as of June 1, 2026, by and among the Sellers, the Investor, and the Company (the \"Series A Stock Purchase Agreement\").\n\n \n\n*Debt Exchange*\n\n \n\nIn connection with the Merger, the Company entered into a Note Exchange Agreement (the \"Note Exchange Agreement\") with Jeff Bishop, Allan Marshall, and MFA Holdings, Corp. (\"MFA\"), pursuant to which all outstanding promissory notes previously made by the Company in favor of Jeff Bishop and MFA (the \"Lenders\"), together with all accrued and unpaid interest thereon, were partially repaid and the balances thereof were exchanged for new convertible promissory notes (collectively, the \"Convertible Notes\").\n\n \n\nPursuant to the Note Exchange Agreement and in connection with he Spinoff, as described below, the Company repaid $750,000 in cash to the Lenders and issued MFA a Convertible Promissory Note in the principal amount of $627,296 and issued to Jeff Bishop a Convertible Promissory Note in the principal amount of $364,582. Each Convertible Note bears interest at the rate of three percent (3%) per annum, matures five years from the date of issuance, and is convertible into shares of the Company's Common Stock at a conversion price of $0.05 per share, subject to adjustment.\n\n \n\n*Spinoff*\n\n \n\nImmediately following the consummation of the Merger, the Company sold 100% of the outstanding membership interests in LB Media Group LLC (\"LB Media\"), a Colorado limited liability company and wholly-owned subsidiary of the Company, to Foundation AI LLC, a Colorado limited liability company (\"Foundation AI\"), pursuant to that certain Membership Interest Purchase Agreement dated as of June 1, 2026, by and between the Company and Foundation AI (the \"MIPA\"), for a purchase price of $750,000 in cash (the \"Spinoff\").\n\n \n\n \n\n2\n\n \n\n \n\nIn connection with the Spinoff, the Company and LB Media entered into a Loan Assignment and Assumption Agreement dated as of June 1, 2026, pursuant to which the Company assigned, and LB Media assumed, all of the Company's outstanding loan obligations associated with the business of LB Media.\n\n \n\nThe foregoing descriptions of the above-referenced agreements do not purport to be complete. For an understanding of their terms and provisions, reference should be made to the agreements attached as exhibits to this Current Report on Form 8-K.\n\n \n\n**POST-MERGER BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK**\n\n \n\nThe following table provides information, immediately after the Merger, regarding beneficial ownership of our Common Stock by: (i) each person known to us who beneficially owns more than five percent of our common stock; (ii) each of our directors; (iii) each of our executive officers; and (iv) all of our directors and executive officers as a group.\n\n \n\nThe number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.\n\n \n\n \n\n**Shareholder (1)**\n\n \n\n**Beneficial**\n\n**Ownership**\n\n \n\n \n\n**Percent**\n\n** of**\n\n**Class (2)**\n\n \n\nDirectors and Officers\n\n \n\n \n\n \n\n \n\n \n\n \n\nAnthony Bell\n\n \n\n \n0\n \n\n \n\n \n0%\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**5% Beneficial Owners:**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nJeff Bishop (3)\n\n \n\n \n9,750,000\n \n\n \n\n \n63.9%\n\nJason Bond LLC (4)\n\n \n\n \n3,750,000\n \n\n \n\n \n23.9%\n\nAsset Development Strategies Corp. (5)\n\n \n\n \n1,500,000\n \n\n \n\n \n9.9%\n\n \n\n(1)\n\nThe address for all officers, directors and beneficial owners is 62 Calef Hwy #233 Lee NH 03861 unless otherwise specified below.\n\n(2)\n\nBased upon15,641,482 shares of common stock outstanding as of June 12, 2026.\n\n(3)\n\nIncludes 9,750,000 shares of common stock held by Sherwood Ventures LLC over which Jeff Bishop holds voting and dispositive control. Does not include 324,327 shares of Series A Convertible Preferred Stock , which for voting purposes are entitled to vote on the as-converted basis equal to fifty-five percent (55%) of the Company’s outstanding voting stock.\n\n \n\n(4)\n\nJason Bond holds voting and dispositive control over Jason Bond LLC.\n\n \n\n(5)\n\nJeffrey Marshall holds voting and dispositive control over Asset Development Strategies Corp. The address for the reporting person is 2348 Spring Lake Hwy., Brooksville, FL 34602\n\n \n\n**MANAGEMENT**\n\n \n\nImmediately following the Merger, the Board of Directors appointed Anthony Bell was appointed as Chief Executive Officer, Treasurer, Secretary, and Director of the Company. Upon the closing of the Merger, the directors and officers of the Company, are as follows:\n\n \n\n**Name**\n\n \n\n**Age**\n\n \n\n**Position**\n\nAnthony Bell\n\n \n\n31\n\n \n\nChief Executive Officer, Treasurer, Secretary, Director\n\n \n\n**Anthony Bell, 31, Chief Executive Officer, Treasurer, Secretary, Director.**\n\n \n\nAnthony Bell joined RagingBull.com, LLC in 2017 and has served as its Chief Financial Officer since January 1, 2025. Since 2024, Mr. Bell has operated an independent accounting services business, providing bookkeeping, accounting, and financial management services to small businesses. Additionally, Mr. Bell previously served as a ProAdvisor for small business customers with Intuit, assisting clients with accounting and financial software solutions. Mr. Bell attended the University of North Carolina at Asheville, where he studied accounting and business-related coursework where he is currently continuing his studies toward a degree in accounting."}