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

Item 2.01 Completion of Acquisition or Distribution of Assets.

On September 3, 2025, pursuant to a Stock Purchase Agreement dated as of September 3, 2025 (the "SPA"), Opportunity Zones Capital, LLC, a California limited liability company (the "Seller"), sold to Mark Jones (the "Purchaser") all fifty (50) issued and outstanding shares of the Special 2022 Series A Preferred Stock of White Fox Ventures, Inc., a Nevada corporation (the "Company").

The Special 2022 Series A Preferred Stock represented controlling voting power of the Company and constituted substantially all of the voting equity interests disposed of by the Seller. The transaction resulted in the disposition by the Seller, on a fully diluted basis, of beneficial ownership of a majority of the voting power of the Company's outstanding capital stock.

The aggregate consideration paid by the Purchaser and other material terms of the transaction are described in the SPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The SPA superseded and terminated in its entirety a Simple Agreement for Future Equity previously entered into between the Seller and the Purchaser on July 21, 2025.

The transaction also resulted in a change in control of the Company, which is more fully described in Item 5.01 of this Current Report and is incorporated herein by reference.

Item 5.01. Change of Control of Registrant.

As disclosed in Item 2.01 of this Current Report, on September 3, 2025, pursuant to the Stock Purchase Agreement dated as of that date, Mark Jones (the "Purchaser") acquired from Opportunity Zones Capital, LLC (the "Seller") all fifty (50) issued and outstanding shares of the Company's Special 2022 Series A Preferred Stock.

The Special 2022 Series A Preferred Stock is convertible into common stock of the Company and carries voting rights equivalent to 1,000,000,000 shares of common stock on an as-converted basis. As a result of the transaction and the voting power attached to such preferred stock, effective September 3, 2025, Mr. Jones obtained beneficial ownership and voting control representing approximately 86.37% of the total voting power of the Company's outstanding capital stock.

Prior to the transaction, control of the Company was exercised by the Seller through its ownership of the Special 2022 Series A Preferred Stock. Following the closing, a change in control of White Fox Ventures, Inc. occurred, with Mr. Jones becoming the controlling stockholder.

To the Company's knowledge, other than the fifty (50) shares of Special 2022 Series A Preferred Stock acquired pursuant to the SPA, Mr. Jones does not directly own any additional shares of the Company's common stock or other equity securities. Following the consummation of the transaction, Mr. Jones promptly converted to 1,000,000,000 shares of the Common Stock of the Company.

The information in this Item 5.01 is also responsive, in part, to Item 2.01 and incorporates by reference the description of the transaction and the copy of the SPA filed as Exhibit 10.1 hereto.