EXHIBIT 99.2
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 19, 2023
NATE’S FOOD CO. |
(Exact name of registrant as specified in its charter) |
Colorado
(State or other jurisdiction of incorporation)
000-52831 | 46-3403755 | |
(Commission File No.) |
| (IRS Employer Identification No.) |
15151 Springdale Huntington Beach, California 92649 |
(Address of principal executive offices) (zip code) |
(949) 381-1834 |
(Registrant’s telephone number, including area code) |
Not Applicable
(Former name or former address, if changed since last report)
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))
Item 8.01 Other Events.
| (1) | On September 22. 2023, the Company issued a press release titled “Nate's Food Co. Announces Reverse Merger and Change of Control with JP Energy Group to Drive Global Expansion”, which press release is attached hereto as Exhibit 99.1. |
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| (2) | The Company has attached JP Energy’s sugar contract that was disclosed in our 8-K filed on September 21, 2023 as Exhibit 99.2. As part of the overarching agreement discussed in the September 21, 2023 8-K, JP Energy Partners will be transferring the rights and obligations of this contract to JP Energy Group. A crucial condition for finalizing this agreement is the securing of the necessary financing agreements by JP Energy Group. It's important to note that, to date, (1) no shipments have taken place under this contract as JP energy Group is still attempting to secure the necessary financing to execute on the contract and (2) that the Company does not have any information as to when or if JP Energy will be able to secure the needed financial arrangements to execute on the sugar contract in Exhibit 99.2. |
Item 9.01 Financial Statements and Exhibits.
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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.
| Nate’s Food Co. | |||
| Dated: September 26, 2023 | By: | /s/Nate Steck | |
| Name: | Nate Steck | |
| Title: | CEO | ||
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EXHIBIT 99.1
Nate's Food Co. Announces Reverse Merger and Change of Control with JP Energy Group to Drive Global Expansion
Huntington Beach, California – Nate's Food Co. (OTC: NHMD) is excited to announce the successful execution of an agreement to acquire JP Energy Group, a Food Jobber Company. This transaction, marked as an accounting reverse merger, represents a strategic leap into a new era of growth, innovation, global expansion, and a change of control for Nate's Food Co.
This merger signifies a pivotal shift in our company's leadership and management, aligning our vision with the exploration of untapped markets and the pursuit of operational excellence. In line with our commitment to a seamless transition and mutual benefit, Marc Kassoff, Director and Chief Financial Officer of Nate's Food Co., has stepped down from his positions as part of this transaction. Nate Steck will continue to serve on the board during this transitional phase, ensuring continuity during the transition phase.
JP Energy Group, established in September 2023 with the purpose of fulling and executing on the contract executed by JP Energy Partners as disclosed in our 8-K filed September 21, 2023. On May 31, 2023, JP Energy Partners entered into a contract for the supply of up to 600,000 metric tons of sugar to be delivered to China comprising of two shipments.
The agreement between Nate’s Food Co. and JP Energy Group will not close until the following conditions have been met: (1) JP Energy Partners has transferred all rights to the sale of the sugar mentioned above to JP Energy Group, and (2) JP Energy Group has secured the necessary financing for the sugar contract.
As a result of this acquisition, the Company will welcome new members to its board of directors, infusing fresh perspectives and expertise. This essential step lays the foundation for collaborative decision-making and the development of dynamic growth strategies.
JP Energy Group’s mission is to become a global supplier of top-quality food products and commodities for its clients in the Pacific Rim. This strategic move underscores JP Energy Group's unwavering commitment to delivering excellence to international markets and solidifying its position in the global food distribution network. The audit of JP Energy Group will be filed within 75 days following the acquisition's completion.
About Nate's Food Co.: Nate's Food Co. is a dynamic food manufacturer and distributor committed to delivering top-quality products to customers globally. With a legacy of innovation and a focus on excellence, we continue to shape the future of the food industry.
About JP Energy Group: JP Energy Group is a pioneering Food Jobber Company, founded with a mission to supply superior food products from South America to Asia. With a strong dedication to quality and growth, JP Energy Group is poised to make a substantial impact on the global food distribution landscape.
Revenue related calculations. Please note that the Company believes that any revenue related calculations are accurate and based on factual information, there can be no assurance that the Company will be able to achieve all projections due to number of business-related factors, such as power pricing, mining equipment availability, bitcoin mining difficulty, bitcoin market pricing and other unforeseen issues in deploying its mining rigs. You can view update information on Bitcoin Mining by visiting https://alloscomp.com/bitcoin/calculator.
Certain statements in this release constitute forward-looking statements. These statements include the capabilities and success of the Company's business and any of its products, services or solutions. The words "believe," "forecast," "project," "intend," "expect," "plan," "should," "would," and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors, any of which could cause the Company to not achieve some or all of its goals or the Company's previously reported actual results, performance (finance or operating) to change or differ from future results, performance (financing and operating) or achievements, including those expressed or implied by such forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's filings with the SEC, copies of which may be obtained from the SEC's website at www.sec.gov. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained in this press release.
For more information:
Nate’s Food Co.
Email: nate@nateshomemade.com
Phone: (949) 341-1834
EXHIBIT 99.2
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