M&A - NFiniTi inc.

Form Type: 8-K

Filing Date: 2025-05-23

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225004166

Filing Summary: On May 20, 2025, NFiniTi Inc. announced that its wholly owned subsidiary, NFiniTi 1 Inc., entered into a Share Exchange Agreement with CyberSyn LLC, acquiring all its membership interests in exchange for 90% equity in NFiniTi 1 Inc. The remaining 10% of equity was issued to NFiniTi Inc. as a dividend. CyberSyn will operate as a wholly owned subsidiary and will have three designated members on NFiniTi 1’s Board of Directors. The transaction is anticipated to qualify as a tax-free reorganization. Also on May 20, 2025, NFiniTi Inc. issued a $500,000 convertible promissory note to NFiniTi 1 Inc., with specific terms related to interest, conversion price, and ownership limitations. The acquisition is seen as a diversification into the fintech sector, aimed at enhancing shareholder value. NFiniTi Inc., previously a shell company, is now focused on operations in the beverage industry and fintech technologies, further confirmed through prior disclosures and filings.

Form Type: 8-K

Filing Date: 2025-05-23

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225004169

Filing Summary: On May 20, 2025, NFiniTi Inc. through its wholly owned subsidiary, NFiniTi 2 Inc., entered into a Share Exchange Agreement with Metavox Holdings LLC, acquiring all issued and outstanding membership interests of Metavox. As part of the agreement, NFiniTi 2 issued 90% of its equity to Metavox’s members, who are accredited investors, while the remaining 10% was issued to NFiniTi Inc. as a dividend. Metavox will operate as a wholly owned subsidiary of NFiniTi 2. The transaction is structured to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code. Additionally, NFiniTi Inc. issued a $500,000 convertible promissory note to NFiniTi 2 Inc. with a funding amount of $250,000 after a discount. The note accrues interest at 15% per annum and matures on May 20, 2027. Following this acquisition, NFiniTi aims to diversify into the web3 and fintech space, aligning with its strategic expansion plans and enhancing shareholder value. The management team for Metavox will be appointed by NFiniTi 2's board and further details will be disclosed in upcoming filings. The completion of the acquisition was supported by necessary deliverables including due diligence completion and regulatory compliance. The implications of this acquisition, including potential risks associated with blockchain operations, were discussed, emphasizing the importance of regulatory adherence.

Form Type: 10-Q

Filing Date: 2025-03-18

Corporate Action: Acquisition

Type: Update

Accession Number: 000147793225001806

Filing Summary: NFiniTi inc., a Nevada-based company originally formed to engage in oil and gas properties, has transitioned its primary business focus following a reverse acquisition of Artisan Beverages, Inc. This new business now highlights the production of alcoholic beverages, specifically ready-to-drink cocktails under the TGI Fridays brand. The first quarter ending January 31, 2025, reported no revenue generated, incurring a net loss of $924, and maintained a cash balance of $0 with substantial liabilities totaling $157,363 in stockholders' deficit. The management is pursuing additional funding to support operations, relying on loans from its president and shareholders. Despite limited operations, the company is expected to invest in marketing and professional fees to enhance its business strategy and distribution network in the alcoholic beverage sector. The management issued a going concern opinion regarding the financial health and operational viability of the company, contingent on future funding efforts and operational profitability.

Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Acquisition

Type: New

Accession Number: 000147793225000944

Filing Summary: On February 10, 2025, NFiniTi inc. entered into a Share Exchange Agreement with Artisan Beverages, Inc., which was subsequently completed on February 13, 2025. Under this agreement, NFiniTi inc. issued 15,788,578,500 shares of common stock in exchange for all outstanding shares of Artisan Beverages, consolidating the latter as a wholly-owned subsidiary. This acquisition represents 99.2% of NFiniTi’s outstanding shares and signifies a significant corporate restructuring, transitioning the company from a shell to a functioning entity within the alcoholic beverage industry. Brian Johnston was appointed as the new President and CEO, while Michael Noble resigned from his executive positions but retained his role as a director. Artisan Beverages specializes in producing ready-to-drink cocktails and holds exclusive rights to manufacture TGI Fridays-branded beverages. The company plans to initiate production in the eastern United States and Mexico, with future expansion into Central America. The financial positioning reflects challenges, including substantial losses and a warning regarding continued operations as a going concern. The completion of this acquisition changes NFiniTi’s operational dynamics, enhancing its market potential in the beverage industry.