BioSculpture Technology, Inc. (BST) entered into a non binding letter of intent to acquire Spirits Time International, Inc. (OTCPK:SRSG) for approximately $250 million in a reverse merger transaction on September 3, 2022. BioSculpture Technology, Inc. (BST) entered into a agreement to acquire Spirits Time International, Inc. (OTCPK:SRSG) in a reverse merger transaction on April 14, 2023. Under the transaction, BST shall receive an aggregate of 90 million stock.

All outstanding shares of BST would then be converted into shares of Spirits Time common stock pursuant to the Definitive Merger Agreement. Following the transaction, the parties’ current intention and expectation as set out in the Letter of Intent is that the stockholders of BST would own approximately 84.7% of the total outstanding stock of Spirits Time, and the current Spirits Time stockholders would own 15.3% of the total outstanding stock of Spirits Time. Simultaneous and in connection with the Closing, Spirits Time will take such action necessary to enact a 1-for-3 reverse split of Spirits Times outstanding Common Stock.

BST will nominate at least (3) members to the board and all current Spirits Time directors will resign. Transaction is subject to results of due diligence review of BST satisfactory to Spirits Time in Spirits Time’s sole discretion; results of due diligence review of Spirits Time satisfactory to BST in BST’s sole discretion and other closing conditions including receipt of all required third-party consents, including the consent of any lender holding a lien on any of the Assets. The transaction is subject to reverse stock split, de-listing of outstanding stock, regulatory approval, Spirits Time International and BioSculpture shareholders approval, approval by Spirits Time and BioSculpture Technology board.

Board of directors of both companies approved the transaction. In connection with and as a condition of the Closing of the Transaction, spirits Time shall raise at least $3.4 million from the placement of the common equity.