APSI 8-K
Aqua Power Systems Inc. (APSI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 8.01 Other Events
On October 6, 2022, Aqua Power Systems Inc. (“APSI”) entered into a Letter of Intent (“LOI”) to acquire all of the outstanding shares of Tradition Transportation Group, Inc. (“Tradition”). Terms of the LOI are attached as an Exhibit to this filing and incorporated by reference. Both APSI and Tradition request APSI shareholders and other interested parties respect and refrain from contacting Tradition or its employees and affiliates for details so as not to interrupt operations and the process of finalizing a transaction. APSI and Tradition shall in best efforts work toward Definitive Agreements as outlined in the LOI attached hereto.
Forward-Looking Statements
This Current Report on Form 8-K (“8-K”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this 8-K, including statements regarding guidance, our future results of operations or financial condition, business strategy and plans, user growth and engagement, product initiatives, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “excited,” “expect,” “going to,” “intend,” “may,” “opportunity,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. We caution you that the foregoing may not include all of the forward-looking statements made in this 8-K.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this 8-K primarily on our current expectations and projections about future events and trends, including our financial outlook, the macroeconomic environment, geo-political conflicts, and the COVID-19 pandemic, that we believe may continue to affect our business, financial condition, results of operations, and prospects. These forward-looking statements are subject to risks and uncertainties related to: our financial performance; our lack of historical profitability; our ability to generate and sustain positive cash flow; our ability to attract and retain users, publishers, and advertisers; competition and new market entrants; managing our international expansion and our growth and future expenses; compliance with new laws, regulations, and executive actions; our ability to maintain, protect, and enhance our intellectual property; our ability to succeed in existing and new market segments; our ability to attract and retain qualified and key personnel; our ability to repay outstanding debt; future acquisitions, divestitures or investments; and the potential adverse impact of climate change, natural disasters, health epidemics, and war or other armed conflict, as well as risks, uncertainties, and other factors described in “Risk Factors” and elsewhere in our most recent periodic report filed with the U.S. Securities and Exchange Commission, or SEC, which is available on the SEC’s website at www.sec.gov. Additional information is available in APSI.’s periodic reports filed with the SEC. In addition, any forward-looking statements contained in this 8-K are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this 8-K or to reflect new information or the occurrence of unanticipated events, including future developments related to the macroeconomic environment, geo-political conflicts, and the COVID-19 pandemic, except as required by law.
ITEM 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 10.1 | Letter of Intent |
| 99.1 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| AQUA POWER SYSTEMS INC. | ||
| By | /s/ Stephen Carnes | |
|
Name: Stephen Carnes Title: President | ||
Date: October 6, 2022
| 3 |
Exhibit 10.1
THIS LETTER OF INTENT (the "Document") made as of this 6 day of October, 2022 (the "Execution Date"),
BETWEEN:
Aqua Power Systems, Inc. a Nevada Corporation located at
2180 Park Avenue North Unit 200 Winter Park, FL 32789 (the “Purchaser”)
Stephen Carnes, a Florida Resident located at
2180 Park Avenue North Unit 200 Winter Park, FL 32789 (the “Controlling Shareholder”)
Joe Davis an Indiana Resident located at
6195 County Road 68, Spencerville, IN 46788 (the “Seller”)
together the (“Parties”)
RETICALS:
| A. | The Seller is presently acting Chief Operating Officer (COO) and shareholder of Tradition Transportation Group, Inc. an Indiana Corporation including relevant subsidiaries. Located at: 300 Growth Parkway, Angola, IN, 46703 (the “Target”) | |
| B. | The Seller is engaged in negotiation for acquisition of all outstanding shares of stock in the Target and wishes to sell said shares of stock to the Purchaser pursuant to a definitive agreement known as a Securities Purchase Agreement (SPA) under the terms defined herein. | |
| C. | The Purchaser is a publicly quoted company. At this time, the Purchaser’s purpose is to seek, investigate and, if such investigation warrants, acquire business opportunities presented to it by persons (including the Seller) or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. | |
| D. | The Controlling Shareholder shall upon fulfillment of a definitive agreement shall resign in capacity of Chief Executive Officer (CEO) and appoint Bob Morris as Chief Executive Officer, Joe Davis as Chief Operating Officer (COO) and Bob Morris and Joe Davis jointly as Co-Presidents. | |
| E. | The Controlling Shareholder wishes to retire outstanding controlling 500,000 (Five Hundred Thousand) shares of Preferred Class B of the Purchaser upon execution of a definitive agreement in exchange for Warrants in Purchaser. Purchaser shall create a class of Warrants prior to closing of the definitive agreement and said Warrants shall have no voting rights and have a conversion feature into Common shares at a rate never to exceed 4.9% of the outstanding. | |
| F. | Joe Davis and Robert Morris (Indiana Residents) shall be issued from the Purchaser 500,000 (Five Hundred Thousand) shares of Preferred Class B pursuant to definitive agreements distributed in quantity to be agreed upon in definitive agreements. | |
| G. | The Purchaser and Seller wish to engage in an agreement for the Seller to purchase the controlling interest of the Purchaser from the Controlling Shareholder pursuant to a definitive agreement known as a Securities Purchase Agreement (SPA). | |
| 1 |
| H. | Pursuant to any definitive agreement made to close the transaction contemplated herein the Seller shall Warrant that all shares secured in the Target shall be remitted to the Purchaser immediately. | |
| I. | Upon execution of definitive agreements the Purchaser will remit a ‘good-faith’ payment to the Seller and be contributed to the final purchase price. The final agreed upon purchase price shall be paid in full over the course of 48 calendar months in 12 equal payments remitted on a quarterly basis, meaning payments shall be remitted every 3 months. | |
| J. | The terms of default in the definitive agreement shall stipulate that should the Purchaser fail to meet the obligations of the agreement including but not limited to failure to pay in a timely manner, all shares and ownership shall immediately be reverted back to the Seller. | |
| K. | Any definitive agreement shall warrant that the Seller nor the Purchaser (including any and all assignees) shall engage in liquidation of assets in order to facilitate payments to the Seller, outside of the course of the natural business of the Target. | |
| L. | All payments made on behalf of the Purchaser shall be directed toward the purchase of outstanding shares of stock pursuant to definitive agreements between the Seller and the Target until such time as the obligations of the definitive agreements are made. | |
| M. | A period of negotiation and exchange of information is needed in order to finalize terms. This Letter of Intent (the “LOI”) shall expire as of October 7, 2022 at 11:59PM Eastern Daylight Time (EDT). |
This Document will establish the basic terms to be included in a future definitive agreement between the Parties. The terms contained in this Document are not comprehensive and it is expected that additional terms may be added, and existing terms may be changed or deleted. The basic terms are as follows:
Non-Binding
| 1. | This Document does not create a binding agreement between the Parties and will not be enforceable. Only the future definitive agreement, duly executed by the Parties, will be enforceable. The terms and conditions of any future definitive agreement will supersede any terms and conditions contained in this Document. |
Exclusivity/Confidentiality
| 2. | The Parties agree to work in good faith expeditiously towards a closing. The Target agrees that it will
not, before the 11th day of November 2022; take any action to solicit, initiate, encourage or assist the submission of any
proposal, negotiation or offer from, or otherwise discuss with any person or entity other than the Purchaser’s relating to the sale
or issuance, of any of the equity interests of the Target, the acquisition, sale, lease, license, recapitalization (whether equity or
debt financed) or other disposition of the Target or any material part of the stock or assets of the Target (“Alternative Transaction”)
and shall notify the Purchaser promptly of any inquiries by any third parties in regards to the foregoing. Public Announcement |
| 3. | The Purchaser will engage in an agreement with the third-party and the third-party is required to disclose
certain information in compliance with the Exchange Act of 1934, the Parties mutually agree that press releases or any other public announcement
including filings and disclosure with The U.S. Securities and Exchange Commission (SEC) shall be permissible regarding the transaction
contemplated under this Letter of Intent (LOI). Any such announcement shall be made either by the Issuer or jointly by the Target, unless
the parties mutually agree otherwise. |
| 2 |
Due-Diligence Items
| 4. | The Issuer would anticipate starting an accelerated business due diligence process. Key areas of focus will be: |
| · | review of key drivers and projections; | |
| · | review of historical customer detail; | |
| · | review of service line pricing structures; | |
| · | review of sales force including performance, tenure, turnover, and productivity; | |
| · | review of working capital trends/requirements as business scales; | |
| · | review of capital investment requirements | |
| · | customary accounting, insurance, legal, and tax diligence; | |
| · | review of all material contracts; and | |
| · | review of IT platform and infrastructure |
Jurisdiction
| 5. | By this Document the Parties signal their intention to enter into a definitive agreement in accordance with the laws of the State of Indiana subject to negotiation of the terms of a definitive agreement. The rights and obligations of the Parties will be as stated in the applicable legislation of the State of Indiana except as otherwise provided in the future definitive agreement. |
Approvals & Conditions
| 6. | Any final proposal will be subject to: (a) completion of due diligence as described herein; (b) the
negotiation and execution of mutually satisfactory definitive agreements ; and (d) final Board approval. The Issuer is not aware of any
legal, regulatory, or anti-trust matters that would adversely affect the ability to complete the Transaction. |
Expenses
| 7. | Each party will bear their own expenses in connection with the transactions contemplated hereby including, without limitation, fees and expenses charged by the Company’s agents, attorneys, brokers, and accountants in connection with the implementation of this LOI, regardless of whether the definitive agreements are executed and the transactions described herein are consummated. |
Closing Date
| 8. | The definitive agreement will be completed on or about the 11th day of November, 2022 (the "Closing Date"). All obligations as indicated in any future agreement will be completed and met by the Closing Date. |
| 3 |
This Document accurately reflects the understanding between the Parties, signed on this 6 day of October, 2022
| /s/ Joe Davis | |
| Joe Davis | |
| The “Seller” | |
| /s/ Stephen Carnes | |
| Stephen Carnes | |
| The “Controlling Shareholder” | |
| /s/ Stephen Carnes, President/CEO | |
| Aqua Power Systems, Inc | |
| The “Purchaser” | |
| 4 |
Exhibit 99.1
Aqua Power Systems, Inc. Enters Letter of Intent (“LOI”) Agreement to Acquire North American Logistics Operation
Winter Park, FL, October 7, 2022 -- Aqua Power Systems, Inc. (US OTC: APSI) is pleased to announce today via SEC Form 8-K Filing of a Letter of Intent (“LOI”) that it has entered into exclusive negotiations to acquire all outstanding shares of Tradition Transportation Group, Inc. (“Tradition”) an Indiana based logistics company including relevant subsidiaries and assets.
Tradition is a well-established enterprise providing a multitude of logistical solutions throughout North America pertaining to OTR logistics including freight management, reverse logistics, freight brokerage, dispatching, equipment leasing and dedicated services warehousing with rail access.
Joe Davis of Tradition is quoted as saying: “I am enthusiastic about the planned business combination with APSI in order to further the growth of Tradition’s operations”.
The finalization of the contemplated terms would usher in a new generation of operations for APSI within the high demand United States and North-American logics industry, which within the United States alone; represented 80.4% of freight cost in 2019, totaling a gross freight revenue of $791.7 billion according to the American Trucking Associations.
It is requested of shareholders and other interested parties respect and refrain from contacting Tradition or its employees and affiliates for details relating to the contemplated transaction so as not to interrupt operations and the process of finalizing a transaction. Please direct any inquiries to APSI management with the contact information provided herein.
Safe Harbor: This Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the Company’s current plans and expectations, as well as future results of operations and financial condition. A more extensive listing of risks and factors that may affect the Company’s business prospects and cause actual results to differ materially from those described in the forward-looking statements can be found in the reports and other documents filed by the Company with the Securities and Exchange Commission and OTC Markets, Inc. OTC Disclosure and News Service. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
Stephen Carnes
407-674-9444