M&A - MIAMI BREEZE CAR CARE INC

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000152013825000100

Filing Summary: On February 28, 2025, Miami Breeze Car Care Inc. completed the acquisition of 100% ownership of Gin City Group, Inc., which includes its wholly-owned subsidiary Gincity GmbH. The acquisition was executed with the shareholders of Gin City Group, represented by Harald Gietmann, who also has substantial interests in Miami Breeze. The consideration for the acquisition was structured as one share of Miami Breeze common stock for each share of Gin City Group held as of the record date of February 19, 2025, totaling 20,730,050 shares issued for the acquisition, with the understanding that GH Bill, Inc. and Harald Gietmann would return their shares to treasury. Post-acquisition, the outstanding shares would amount to 14,030,050 of the common stock.

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Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000152013825000068

Filing Summary: On February 28, 2025, Miami Breeze Car Care, Inc. completed the acquisition of 100% ownership of Gin City Group, Inc. and its wholly owned subsidiary, Gincity GmbH. The acquisition involved the issuance of one share of Miami Breeze's common stock for each share of Gin City Group held as of February 19, 2025, totaling 20,730,050 shares to be issued to Gin City Group shareholders. However, due to an agreement with GH Bill, Inc. and Harald Gietmann, 6,700,000 shares were returned to treasury, resulting in a net issuance of 14,030,050 shares. Additionally, the report noted a change in control occurred on October 29, 2024, with Harald Gietmann acquiring a controlling interest through a board resolution that appointed him as a director and multiple officer roles at Miami Breeze, facilitated by the purchase of 100% of the Series A Preferred Stock and a significant number of common shares.

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