M&A - SANTO MINING CORP.

Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000113902025000067

Filing Summary: Santo Mining Corp. underwent significant transformations over recent years, redomiciling from Nevada to Florida in 2015, then to Wyoming in 2021, where it operates under the name Groovy Company, Inc. A pivotal event in 2025 was the Exchange Agreement with Pineapple Express Cannabis Company, wherein Santo Mining Corp. exchanged all of its assets for an 87% controlling interest in the latter. This strategic acquisition signifies a shift in the company’s focus from past operations in blockchain and NFTs toward establishing a stronger footing in the cannabis industry while continuing to develop its Groovy Platform as a Service (PaaS). The filing also highlights the company’s various historical iterations, including involvement in precious metals exploration and software development for digital and telecommunication solutions.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000139390525000107

Filing Summary: On March 5, 2025, GROOVY Company, Inc., formerly known as Santo Mining Corp., entered into a Share Exchange Agreement with Pineapple Express Cannabis Company. Under this agreement, Pineapple Express will exchange 5,000,000 shares of its common stock for 350,000,000 shares of Series A Preferred shares of GROOVY. This transaction will result in Pineapple Express acquiring more than 51% of the voting rights of GROOVY, thereby making it a subsidiary. The acquisition is part of a tax-free reorganization under Section 368 of the Internal Revenue Code. Additionally, Pineapple Express has agreed to take on certain outstanding convertible debt of GROOVY that will convert into shares of common stock of Pineapple Express. The Agreement includes membership appointments to Pineapple Express's board of directors following a transition period. The completion of the acquisition was confirmed on March 5, 2025, and further communications regarding the transaction are planned, including a press release on March 11, 2025, announcing the strategic details of the share exchange agreement.