NFiniTi Inc.

05/23/2025 | Press release | Distributed by Public on 05/23/2025 14:59

Material Agreement, Asset Transaction, Private Placement (Form 8-K)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 20, 2025, NFiniTi 1 Inc. ("Subsidiary"), a private Nevada corporation and wholly owned subsidiary of NFiniTi Inc. (the "Company"), entered into a Share Exchange Agreement (the "Purchase Agreement") with CyberSyn LLC ("CyberSyn"). Additionally, the Company issued a Convertible Promissory Note to the Subsidiary. Key terms are as follows:

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Share Exchange Agreement:

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The Subsidiary acquired all issued and outstanding membership interests of CyberSyn.

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In exchange, the Subsidiary issued equity interests representing 90% of its total issued and outstanding equity to CyberSyn's members, all of whom represented their status as accredited investors.

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The remaining 10% of the Subsidiary's equity was issued to the Company as a dividend.

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CyberSyn will operate as a wholly owned subsidiary of the Subsidiary, which remains a private subsidiary of the Company.

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CyberSyn designates three of the five members of the Subsidiary's Board of Directors, expected to have fintech expertise, with the Company designating the remaining two. Final appointments will be disclosed in subsequent filings.

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The transaction is intended to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code, pending legal confirmation.

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Convertible Promissory Note:

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The Company issued a $500,000 convertible promissory note to the Subsidiary on May 20, 2025.

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Subject to a 50% original issue discount, resulting in a funding amount of $250,000.

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Bears interest at 15% per annum and matures on May 20, 2027.

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Convertible into the Company's common stock at a 25% discount to the lowest average daily trading price over the 30 trading days prior to conversion.

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If the conversion price cannot be calculated due to absence of trading, the Board will determine the price based on the fair market value of the common stock, potentially using an independent valuation firm if required.

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Conversion is subject to a 4.99% beneficial ownership limitation, expandable to 9.99% with 61 days' written notice to the Company.

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The 25% discount differs from the 75% discount in the Company's $2,000,000 convertible note (Form 1-A, filed May 20, 2025) due to transaction-specific negotiated terms.

The foregoing description is qualified by reference to the Purchase Agreement and Convertible Promissory Note, filed as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.

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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On May 20, 2025, the Subsidiary completed the acquisition of all issued and outstanding membership interests of CyberSyn LLC pursuant to the Purchase Agreement described in Item 1.01. The transaction closed following the satisfaction or waiver of all material conditions, including:

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Delivery of an assignment of CyberSyn's membership interests to the Subsidiary.

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Provision of a certificate of good standing for CyberSyn.

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Completion of due diligence and absence of regulatory prohibitions.

Overview of CyberSyn LLC:

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Business: Pre-revenue, pre-launch fintech software company developing a centralized cryptocurrency exchange for the U.S. market.

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Target Audience: Individual investors, experienced traders, institutional investors, and crypto enthusiasts.

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Platform Features:

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Secure, user-friendly interface.

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Mobile payment processing and peer-to-peer transaction systems.

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Algorithmic trading, staking, and secure wallet solutions.

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Trading engine processes over 100,000 transactions per second.

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Institutional-grade security, real-time analytics, and 24/7 AI-powered customer support.

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Emphasis on regulatory compliance with U.S. authorities (e.g., SEC, CFTC, FinCEN) and user education.

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Revenue Model:

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Trading fees (0.1-0.5%).

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Premium memberships.

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Staking/yield farming.

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Advertising.

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Institutional services (e.g., white-label solutions).

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Market Goal: Capture 15% of the $1.8 billion U.S. cryptocurrency market within five years, based on internal estimates subject to significant risks, including competition and regulatory challenges, as detailed in the Company's Form 1-A risk factors (filed May 20, 2025).

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Regulatory Risks: The platform is subject to extensive U.S. regulations, and failure to comply could materially impact operations, per Form 1-A risk factors.

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Company Context:

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The Company is a pre-revenue operating company focused on ready-to-drink alcoholic beverages through its subsidiary, Artisan Beverages, Inc., which manufactures branded canned cocktails.

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The Subsidiary, NFiniTi 1 Inc., is a newly formed entity with no prior business operations, serving as a holding company for CyberSyn.

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CyberSyn's operations will be overseen by a dedicated management team with fintech expertise, to be appointed by the Subsidiary's board, with details in future filings.

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The acquisition diversifies the Company's operations into the fintech technology sector, aligning with its strategy to expand into new industries to enhance shareholder value, as noted in the Form 1-A (filed May 20, 2025).

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On May 20, 2025, the Subsidiary issued equity interests representing 90% of its total issued and outstanding equity to CyberSyn's members in connection with the acquisition described in Item 2.01. The issuance was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, as all recipients represented their status as accredited investors. The equity interests bear restrictive legends as required by applicable securities laws.

NFiniTi Inc. published this content on May 23, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on May 23, 2025 at 20:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]