Item 1.01 Entry into a Material Definitive Agreement.
On September 23, 2020, a Securities Purchase Agreement ("Agreement") was entered
into by and among Yang Yu, an individual, as Buyer, Nexus BioFuel, Inc. and
SeaMorri Financial Partners, LLC, as "Sellers" and Ariel Clean Energy Inc., a
Delaware corporation ("Company").
Pursuant to the terms of the Agreement, Sellers agreed to assign, transfer and
convey to Buyer (i) a total of 93,531,000 shares of common stock of Company held
collectively by Buyers ("Common Stock") and (ii) a promissory note of the
Company in the amount of $24,339 plus accrued interest ("Promissory Note"). The
total consideration to be paid by Buyer is $330,000 and the funds to be used are
the funds of the Buyer. The Agreement contains customary representations,
warranties, covenants and conditions by the Company.
On the closing of the above transaction, Mr. Delbert Seabrook, the sole officer
of the Company, will resign in all officer capacities from the Company and Mr.
Yang Yu will be appointed Chief Executive Officer and Chief Financial Officer of
the Company. In addition, Mr. Yu will be appointed a director of the Company.
Effective upon the 10th day after the mailing of the Company's information
statement on Schedule 14f-1 (the "Schedule 14f-1") to the Company's stockholders
(the "Appointment Date"), Mr. Seabrook will resign as a director of the Company.
On that same date, Mr. Yu will be appointed as the Company's Chairman of the
Board of the Company.
On closing of the transaction, Mr. Yu will own 93,531,000 shares of common stock
of Company, representing 82.55% of the total issued and outstanding shares of
common stock of the Company.
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