Arvana Inc.
07/20/2021 | Press release | Distributed by Public on 07/20/2021 04:01
Information Statement (SEC Filing - DEF 14C)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
| Check the appropriate box: | ||
| ☐ | Preliminary Information Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) | |
| ☒ | Definitive Information Statement |
Arvana Inc.
(Name of Registrant As Specified In Its Charter)
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☐ Fee computed on the table below per Exchange Act Rules 14c-5(g) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(5) Total fee paid:
☐ Fee paid previously with preliminary materials.
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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ARVANA INC.
299 Main Street, 13th Floor
Salt Lake City
Utah 84111
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
To the Shareholders of Arvana Inc.:
We are delivering this Notice and the accompanying Information Statement to inform our shareholders that on June 30, 2021, the Board of Directors (the 'Board') and the holders of a majority of the votes entitled to be cast by all holders of outstanding shares of the common stock of Arvana Inc. (the 'Company,' 'our' or 'we') adopted resolutions by joint written consent, in lieu of a meeting of the Board and shareholders, to amend our Articles of Incorporation (the 'Charter') to change our name (the 'Name Change') to Swissx America Corporation, as set forth in the Certificate of Amendment to our Articles of Incorporation attached hereto as Annex A (the 'Amendment').
Pursuant to § 78.390 of the Nevada Revised Statutes ('NRS'), the Amendment was approved by the Board by written consent pursuant to NRS § 78.315(2) and the shareholders by written consent pursuant to NRS § 78.320(2), which permits, respectively, any action that may be taken at a meeting of the Board or at a meeting of the shareholders be taken by the written consent of the Board and by holders of outstanding shares of the Company having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and pursuant to § 13 (for shareholders) and § 21 (for the Board) of the Company's Amended and Restated By-Laws (the 'By-Laws'), which permit any action that may be taken at a meeting of shareholders and/or the Board be taken by the written consent of the Board and by the holders of outstanding common stock of the Company. All necessary corporate approvals in connection with the adoption of the Amendment have been obtained.
The Information Statement is being furnished to the holders of the Company's common stock, par value $0.001 per share (the 'Common Stock'), pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and Nevada law solely for the purpose of informing our shareholders of these corporate actions before they take effect. In accordance with Rule 14c-2 under the Exchange Act, these actions will not become effective until at least 20 calendar days after the mailing of this Notice and the accompanying Information Statement, and thus we plan to file the Amendment as soon thereafter as is reasonably practicable.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
You have the right to receive this Notice and the accompanying Information Statement if you were a shareholder of record of our Company at the close of business on July 19, 2021.
By Order of the Board of Directors
/s/ Ruairidh Campbell
Ruairidh Campbell
Chief Executive Officer
July 19, 2021
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ARVANA INC.
299 South Main Street, 13th Floor
Salt Lake City
Utah 84111
INFORMATION STATEMENT
General
In this Information Statement, unless the context otherwise requires, 'Arvana Inc.,' the 'Company,' 'we,' 'us' and 'our' and similar expressions refer to Arvana Inc., a Nevada corporation.
This Information Statement is being sent to inform our shareholders that we have obtained a joint written consent (the 'Consent') from the Board and the holders of a majority of the votes entitled to be cast by all holders of outstanding shares of the common stock of the Company ('the Common Stock'), to amend our Articles of Incorporation (the 'Charter') as set forth in the Certificate of Amendment to the Articles of Incorporation attached hereto as Annex A (the 'Amendment').
This Information Statement is being mailed on or about July 22, 2021, to the Company's shareholders of record as of July 19, 2021 (the 'Record Date'). This Information Statement constitutes notice to our shareholders of corporate actions taken by the Board and by our shareholders without a meeting.
We will pay the costs of preparing and sending out the enclosed Notice and this Information Statement. We will require brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our Common Stock, held by them and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such materials.
The date of this Information Statement is July 19, 2021.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The Action by Written Consent
On June 30, 2021 (the 'Shareholder Vote Date'), the holders of a majority of the votes entitled to be cast by holders of outstanding shares of Common Stock of the Company (the 'Consenting Shareholders'), who jointly executed the Consent approving the Amendment, as described herein, beneficially owned 2,625,690 shares (56.95%) of our outstanding Common Stock. As of the Shareholder Vote Date, there were 4,610,670 shares of our Common Stock outstanding. No payment was made to any person or entity in consideration of their execution of the Consent.
Voting and Vote Required
The Company is not seeking consents, authorizations or proxies from you. NRS § 78.315 provides that any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent is signed by all members of the Board, with such exceptions not here applicable. NRS § 78.320 provides that any action that may be taken at a meeting of shareholders may be taken by written consent by the holders of outstanding stock of the Company having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Approval of at least a majority of outstanding stock entitled to vote thereon was required to approve the Amendment.
As of the Shareholder Vote Date, the Company had 4,610,670 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote. On the Shareholder Vote Date, the Consenting Shareholders beneficially owned 2,625,690 shares of Common Stock in the aggregate, which represents 56.95% of the votes entitled to be cast by holders of all outstanding shares of Common Stock. Accordingly, the Consent executed by the Board and the Consenting Shareholders pursuant to, respectively, NRS § 78.315 and § 78.320, is sufficient to approve the Amendment pursuant to NRS § 78.390, and no further shareholder action is required to approve this matter.
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APPROVAL OF THE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
Description of the Amendment
On June 30, 2021, our Board and the holders of a majority of our outstanding shares entitled to vote adopted a resolution authorizing an amendment to the Company's Charter to change our name to Swissx America Corporation. A copy of the text of the Amendment is attached to this Information Statement as Annex A. The changes in the Amendment will become effective upon the filing of the Amendment with the Secretary of State of the State of Nevada, which is expected to occur twenty (20) calendar days following the mailing of this Information Statement, or as soon thereafter as is reasonably practicable.
Reasons for and Effects of the Amendment
The Amendment changes our name to Swissx America Corporation to reflect a rebranding effort following the entry by the Company into a non-binding Confidential Term Sheet dated May 21, 2021 (the 'Term Sheet'), executed by and among the Company, Altaf Nazerali, his affiliates, and Alki David. The Term Sheet contemplates, in part, debt settlement of existing payables for shares; a prohibition against the sale or transfer of shares held by control persons for twelve-months after the closing of a business transaction; an asset purchase agreement to be determined; appointments to the Board; and a period of exclusivity in order to negotiate a definitive transaction.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of June 30, 2021, prior to the effectiveness of certain voting proxies granted on even date, by (i) each of our directors, (ii) each of our executive officers, (iii) our executive officers and directors as a group, and (iv) each beneficial shareholder known to us to own more than 5% of our outstanding Common Stock. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.
| Title of Class | Name and Address of Beneficial Owner (1) | Number of Common Shares | Percentage of Common Shares (2) | |||||||
| Directors and Officers | ||||||||||
| Common Stock | Ruairidh Campbell, CEO, CFO, PAO and Director | - | - | |||||||
| 299 S. Main Street, 13th Floor | ||||||||||
| Salt Lake City, Utah 84111 | ||||||||||
| Common Stock | Shawn Teigen, Director | - | - | |||||||
| 299 S. Main Street, 13th Floor, | ||||||||||
| Salt Lake City, Utah 84111 | ||||||||||
| Common Stock | Sir John Baring, Director | 14,625 | <1.0 | % | ||||||
| 299 S. Main Street, 13th Floor, | ||||||||||
| Salt Lake City, Utah 84111 | ||||||||||
| Common Stock | All Directors and Executive Officers as a Group | 14,625 | <1.0% | % | ||||||
| Common Stock | Valor Invest Ltd. (3) | 380,090 | 8.24 | % | ||||||
| 60 Rue du Rhone, Fifth Floor | ||||||||||
| Geneva 3, Switzerland CH 1211 | ||||||||||
| Common Stock | Altaf Nazerali (3) | 1,112,910 | 24.14 | % | ||||||
|
3001-788 Richards Street, Vancouver British Columbia, Canada V6B 0C7 |
||||||||||
| Common Stock | International Portfolio Management Inc. (3) | 1,132,690 | 24.57 | % | ||||||
|
3001-788 Richards Street, Vancouver British Columbia, Canada V6B 0C7 |
||||||||||
| Common Stock | Raymond Wicki | 426,290 | 9.25 | % | ||||||
| 79 Shosshaldenstrasse | ||||||||||
| Bern, Switzerland CH=3006 | ||||||||||
| Common Stock | Conrad Swanson | 395,920 | 8.59 | % | ||||||
| 792 Seymour Boulevard, North Vancouver | ||||||||||
| British Columbia, Canada V7J 2J6 | ||||||||||
| Total | 3,462,525 | 75.01 | % |
(1) Under Securities and. Exchange Commission (the 'SEC') Rule 13d-3, the beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: voting power which includes the power to vote, or direct the voting of shares; and/or investment power, which includes the power to dispose or direct the disposition of shares. On June 30, 2021, Altaf Nazerali, Valor Invest Ltd. and International Portfolio Management Inc. executed proxy agreements for an aggregate number of 2,625,690 shares in favor of Alki David. The proxies in favor of Mr. David convey the power to vote or direct the voting of Company shares for a fourteen (14) month period that commenced on June 30, 2021, and do not include the power to dispose or direct the disposition of said shares.
(2) The percentage calculations are based on the aggregate of 4,610,670 shares issued and outstanding as at June 30, 2021.
(3) Valor Invest Ltd. and International Portfolio Management Inc. were under the common control and beneficial ownership of Altaf Nazerali representing 2,625,690 or 56.95% of the Company's issued and outstanding shares on June 30, 2021, prior to the delivery of voting proxies to Mr. David granted on even date,. A change in control of the Company was effective as of June 30, 2021, as disclosed on the Form 8-K dated July 7, 2021.
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CONSENTING SHAREHOLDERS
On June 30, 2021, the Shareholder Vote Date, the following record holders of 2,625,690 shares of Company's Common Stock in the aggregate consented in writing to the matters stated herein. The total number of shares outstanding as of the Shareholder Vote Date, for purposes of this calculation, is 4,610,670.
| Name of Stockholder |
Shares of Common Stock Beneficially Owned |
Percentage of Ownership |
||||||
| Altaf Nazerali | 1,112,910 | 24.14 | % | |||||
| International Portfolio Management (1) | 1,132,690 | 24.57 | % | |||||
| Valor Invest Ltd. (1) | 380,090 | 8.24 | % | |||||
| Total | 2,625,690 | 56.95 | % |
(1) International Portfolio Management Inc. and Valor Invest Ltd. are under the common control of Altaf Nazerali representing 2,625,690 or 56.95% of the Company's issued and outstanding shares.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
The Company is not aware of any substantial direct interests by security holdings or otherwise, of any director or officer in the approval of the Amended Articles concerning the name change, that are different from or greater than those of other shareholders.
EXCHANGE ACT MATTERS
Our Common Stock is currently registered under the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The Amendment will not affect the registration of our Common Stock under the Exchange Act or our reporting or other requirements thereunder. Our Common Stock is currently quoted for trading on the OTC Market Group Inc.'s Pink Sheets Current Information over the counter market platform under the symbol 'AVNI,' though the Company will move to change the symbol as soon as possible following the name change identified herein.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
OTHER MATTERS
There have been no proposals submitted by shareholders for consideration and the Board knows of no other matters other than those described in this Information Statement which have been approved or considered by the holders of a majority of the shares of the Company's voting stock.
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DELIVERY OF DOCUMENTS TO SHAREHOLDERS
Pursuant to the rules of the SEC, we and the services that we employ to deliver communications to our shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this Information Statement. Upon written or oral request, we will deliver a separate copy of the Information Statement to any shareholder at a shared address to which a single copy of the Information Statement was delivered and who wishes to receive a separate copy of the Information Statement. Shareholders receiving multiple copies of the Information Statement may likewise request that we deliver single copies of such documents in the future. Shareholders may notify us of their requests by calling or writing to us at:
ARVANA INC.
299 S. Main Street, 13th Floor
Salt Lake City, Utah 84111
Attn: Chief Executive Officer and Chairman of the Board
Telephone: (801) 232-7395
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Information Statement contains 'forward-looking statements.' These statements are based on our current expectations and involve risks and uncertainties which may cause results to differ materially from those set forth in such statements. The forward-looking statements may include statements regarding actions to be taken in the future. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those set forth in the section on forward-looking statements in Item 1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC.
WHERE YOU CAN FIND MORE INFORMATION
The Company files its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other documents electronically with the SEC under the Exchange Act. You may obtain such reports from the SEC's website at www.sec.gov. The Company will also make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
Delivery to SHAREholders Holding Securities in Brokerage Houses
The Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of Common Stock held of record.
Effective Date
The Amended Articles, approved by the Board and the Consenting Shareholders, in accordance with Rule 14(c)-2 promulgated under the Exchange Act, will be made effective no earlier than twenty (20) days after this Information Statement is mailed to Company shareholders. We anticipate the effective date to be on or about August 13, 2021.
By Order of the Board of Directors,
/s/ Ruairidh Campbell
Ruairidh Campbell
Chief Executive Officer
July 19, 2021
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ANNEX A
CERTIFICATE OF AMENDMENT
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385(d) - Name Change)
1. Name of corporation:
| Arvana Inc. |
2. The articles have been amended as follows: (provide article numbers, if available)
Article I is deleted in its entirety and replaced with the following:
|
ARTICLE I Name The name of the Corporation is Swissx America Corporation. |
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:
| On June 30, 2021, by joint written consent of the Board of Directors of the Corporation, and the holders of a majority of fifty-seven percent (57%) of the issued shares, the Corporation resolved to change its name as stated above. |
| 4. Effective date and time of filing: (optional) | Date: | Time: | ||||
| (must not be later than 90 days after the certificate is filed) |
5. Signature: (required)
| X /s/ Ruairidh Campbell, Chief Executive Officer | |
| Signature of Officer |
* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
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