NFiniTi Inc (EM)【NFTN】株式ニュース

8K out, good grief, one of the largest share issuance I have ever seen

https://www.otcmarkets.com/filing/html?id=18182795&guid=OH0-kHVJ3HUeJth

Item 1.01 Entry into a Material Definitive Agreement

On February 10, 2025, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, Artisan Beverages, Inc., a Delaware corporation (“Artisan Beverages”), and the holders of common shares of Artisan Beverages. The holders of the common stock of Artisan Beverages consisted of 1 stockholder, Summit Consumer Products Inc., a British Columbia corporation (“Summit Consumer Products”). Summit Consumer Products has 106 stockholders. The agreements and transactions pursuant to the Share Exchange Agreement were consummated on February 13, 2025.

Under the terms and conditions of the Share Exchange Agreement, the Company offered, sold and issued 15,788,578,500 shares of common stock in consideration for all the issued and outstanding shares in Artisan Beverages. Summit Consumer Products, Artisan Beverages’s sole stockholder, is the beneficial holder of 100 shares of common stock, or 100%, of the issued and outstanding shares of Artisan Beverages. The issuance of the 15,788,578,500 shares issued to Artisan Beverages under the Share Exchange Agreement represents 99.2% of the issued and outstanding shares of common stock of the Company. Summit Consumer Products has 106 shareholders, six of whom are now beneficial holders of 5% or more of the issued and outstanding common stock of the Company.

Brian Johnston is the President and Chief Executive Officer of both Artisan Beverages and Summit Consumer Products. In connection with the Share Exchange Agreement, Brian Johnston was appointed President, Chief Executive Officer, President, Secretary and Treasurer and director of the Company, and Neville Joanes was appointed director. Michael Noble resigned his positions as President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company, but remains as a director.

Immediately prior to the closing of the transactions under the Share Exchange Agreement, Mr. Johnston was the beneficial holder of 20,558,928 shares of common stock, or 32.5%, of the issued and outstanding shares of common stock of Artisan Beverages. Giving effect to the closing of the transactions under the Share Exchange Agreement, Mr. Johnston acquired 5,139,732,000 shares of common stock, or 32.2% beneficial ownership, of the Company, by virtue of his 32.5% beneficial ownership of Summit Consumer Products. The remaining 105 common shareholders of Summit Consumer Products acquired 10,648,846,500 shares of common stock under the Share Exchange Agreement, by virtue of their aggregate of 67.5% beneficial ownership of Artisan Beverages.

Artisan Beverages was incorporated on June 5, 2023, in the Delaware. The business of Artisan Beverages is now our principal business. Artisan Beverages is an alcoholic beverage company that specializes in producing ready-to-drink cocktails. Artisan Beverages holds the exclusive license to manufacture TGI Fridays-branded beverages in countries across the Western Hemisphere. Additionally, Artisan Beverages owns the Tipsy Tails brand, which features a variety of canned cocktails. The company intends to initiate production in the eastern United States and Mexico, with plans for future expansion into Central America.

Our executive offices are located at Pampana 18, La Cruz, C.P. 63734, La Cruz de Huanacaxtle, Navarit, Mexico, and our telephone number is +52 3221984348.