Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Our majority shareholders, collectively, Next Meats Holdings Inc., and
A Certificate of Amendment to change our name was filed with the
EffectiveAugust 24, 2021 :
Article 1 of the certificate of incorporation now states as follows:
1. The name of the Corporation is
The foregoing description of the Amendment to the Company's Certificate of Incorporation is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1, to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
Currently, as of the filing date of this report, the Company is pending a
The legal date of our name change,
Previously, the Company had disclosed its proposed business activities within
the Form 10-12G/A filed on
The Company's current business plan is to explore and evaluate various business opportunities in, amongst other industries, the alternative meats and lab-grown food product sectors including but not limited to mergers, acquisitions, or business combination transactions after which the Company would cease to be a "shell" or "blank check" company. The Company's principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business or geographical location and, thus, may acquire any type of business. The Company may merge with or acquire another company in which the promoters, management, or promoters' or managements' affiliates or associates, directly or indirectly, have an ownership interest.
The analysis of new business opportunities will be undertaken by or under the
supervision of
(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;
(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
(c) Strength and diversity of management, either in place or scheduled for recruitment;
(d) Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
(e) The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
(f) The extent to which the business opportunity can be advanced;
(g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and,
(h) Other relevant factors.
In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be a merger or acquisition candidate for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete with numerous other small public companies in seeking merger or acquisition candidates.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits NUMBER EXHIBIT
3.1 Amendment to Certificate of Incorporation
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