Flex Ltd. (FLEX) has entered into an amendment to a warrant agreement with Amazon.com NV Investment Holdings LLC. The amendment, dated October 9, 2026, modifies the terms of a warrant to purchase up to 3,859,851 ordinary shares of Flex at an exercise price of $51.29 per share. The original warrant was issued pursuant to a Transaction Agreement dated August 15, 2025.
The amendment is linked to Flex's planned separation of its cloud and power infrastructure business into a new publicly traded company named Axiom Solutions International, Inc. (Spinco). Flex intends to distribute between approximately 88.0% and 94.0% of the outstanding shares of Spinco common stock to Flex shareholders.
Under the amended terms, instead of receiving Spinco common stock as part of the distribution, Amazon will receive a fully vested warrant to purchase shares of Spinco common stock. The exercise price for this Spinco Warrant is set at $0.01 per share. The number of shares available for purchase under this warrant is determined based on the intrinsic value of the original Flex warrant prior to the distribution.
The amendment also transfers all rights, title, and interest of the warrant holder in the original warrant to Amazon's subsidiary, Amazon.com Services LLC. The issuance of the Amended Warrant and the underlying shares has not been registered under the Securities Act of 1933 and is exempt from registration under Section 4(a)(2).
Flex has filed a proxy statement on Schedule 14A with the SEC on October 5, 2026, to seek shareholder approval for the spin-off. A registration statement on Form 10 has also been filed by Spinco regarding its common stock.
