Asset Transaction, Private Placement, Changes in Control (Form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 17, 2026, the registrant, Shorepower Technologies, Inc. a Delaware corporation ("Shorepower" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Aeternum Health LLC, a Delaware limited liability company ("Aeternum Health") under which Aeternum Health will be merged with and into Shorepower with Shorepower being the surviving entity (the "Merger"). Under the terms of the Merger Agreement, Jeff Kim, the President and CEO of Shorepower, will resign as an officer and as the sole director of Shorepower and will appoint the Manager of Aeternum Health, Paul Mann, as President and CEO of the Company and its sole member of the Board of Directors. The Company will then spin out its current assets involving the design, manufacturing and operation of transportation electrification equipment for Truck Stops, electric Transport Refrigeration Units and Electric Vehicle Supply Equipment and focus on developing services, products and solutions to increase longevity and achieve optimal health.

Under the terms of the Merger Agreement, Shorepower will issue to the sole member of Aeternum Health, Paul Mann, shares of Shorepower common stock constituting a 51% ownership of Shorepower and 2,000,000 shares of Series B preferred stock, each share of the Series B preferred stock having the voting power of 40 shares of Shorepower common stock. As consideration for the Merger, all the assets of Aeternum Health will be transferred to the Surviving Corporation. These assets will consist of, at a minimum, (a) know-how and data from a single patient relating to a novel peptide mix in development for longevity and anti-aging, and any IP resulting from or developed from the know-how and data collected; (b) a minimum of $1.5 million cash and (c) a business relating to the commercialization of this novel peptide mix. Aeternum Health was formed in October 2025 in anticipation of the Merger and is in the process of acquiring the referenced assets for the closing of the Merger.

Under the terms of the Merger Agreement, Jeff Kim has agreed to cancel 8,287,500 shares of Shorepower common stock that he now owns as of the closing date and following two anticipated mergers in the healthcare industry to be arranged by Aeternum Health after the closing date, Jeff Kim will agree to cancel an additional 2,275,000 shares of Shorepower common stock he now owns and at the third closing, Jeff Kim will cancel an additional 2,527,258 shares of Shorepower common stock that he now owns for a total cancellation of 13,000,000 shares of his current ownership of Shorepower common stock.

In accordance with the terms of the Merger Agreement, Shorepower will change its name to Aeternum Health, request a new trading symbol through FINRA and increase its authorized shares from 100 million to 250 million to achieve the Company's new business plan following the closing date of the Merger.

The closing of the Merger is subject to customary closing conditions, including Shorepower receiving the audited financial statements from Aeternum Health since its inception in October 2025.

Item 3.02 Unregistered Sales of Equity Securities.

Under the terms of the Merger Agreement, Shorepower will issue to Paul Mann, the current Manager of Aeturnum Health, 51% of the issued and outstanding shares of the Company as of the closing date. The description of the issuance of these securities set forth under Item 2.01 of this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant

Paul Mann, the current Manager of Aeternum Health, will assume control of the Company following the issuance of approximately 51% of the issued and outstanding shares of the Company's common stock and transfer of 2,000,000 shares of Series B preferred stock that has the voting power of 40 shares of common stock for each share of Series B preferred stock. The description of the change of control is set forth under Item 2.01 of this Form 8-K and is incorporated herein by reference.