•        SSTC Amended and Restated Bylaws refers to the amended and restated bylaws of SSTC to be adopted by the SSTC Board of Directors, which will be effective immediately prior to the Effective Time.

•        SSTC Board of Directors refers to collectively to all of the members of the board of directors of SSTC.

•        SSTC Class A Preferred Stock refers to the shares of the Class A preferred stock, par value $0.001 per share, of SSTC.

•        SSTC Class B Preferred Stock refers to the shares of the Class B preferred stock, par value $0.001 per share.

•        SSTC Common Stock refers to the shares of common stock, par value $0.01 per share, of SSTC.

•        SSTC Record Date refers to April 1, 2024.

•        SSTC Stock Issuance refers to the issuance of shares of SSTC Common Stock, SSTC Class A Preferred Stock and SSTC Class B Preferred Stock to the holders of Verde Common Stock, Verde Series A Common Stock and Verde Series C Common Stock, respectively, as Merger Consideration.

•        Spartan refers to Spartan Capital Securities LLC.

•        SSTC special meeting refers to the special meeting of SSTC stockholders to be held on May 9, 2024.

•        Transactions refers to the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation, the SSTC Stock Issuance and the issuances of SSTC Common Stock to Spartan and/or its designees and Li Sze Tang.

•        Verde refers to Verde Bio Holdings, Inc., a Nevada corporation.

•        Verde Board of Directors refers to collectively to all of the members of the board of directors of Verde.

•        Verde Common Stock refers to the shares of common stock, par value $0.001 per share, of Verde.

•        Verde Record Date refers to April 1, 2024.

•        Verde Series A Preferred Stock refers to the shares of Series A preferred stock, par value $0.001 per share, of Verde.

•        Verde Series C refers to the shares of Series C preferred stock, par value $0.001 per share, of Verde.

•        Verde special meeting refers to the special meeting of Verde stockholders to be held on May 9, 2024.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding SSTC has been provided by SSTC and information contained in this joint proxy statement/prospectus regarding Verde has been provided by Verde.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following are some questions that you may have regarding the proposals being considered at each of the SSTC and Verde special meetings and answers to those questions. You should carefully read this joint proxy statement/prospectus in its entirety, including the Annexes, and the other documents to which this joint proxy statement/prospectus refers or incorporates by reference, because the information in this section may not provide all the information that might be important to you.

Q.     What is the proposed transaction?

A.     SSTC, Merger Sub and Verde have entered into the Merger Agreement, pursuant to which, and subject to the terms and conditions thereof, Merger Sub will merge with and into Verde, with Verde continuing as the surviving entity and wholly owned subsidiary of SSTC. A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

Q.     What will I receive in the proposed transaction?

A.     Pursuant to the Merger Agreement, at the Effective Time, (1) each holder of Verde Common Stock will be entitled to receive, for every 300 shares of Verde Common Stock, one share of SSTC Common Stock, (2) each holder of Verde Series A Preferred Stock will be entitled to receive, for every 300 shares of Verde Series A Preferred Stock, one share of SSTC Class A Preferred Stock, and (3) each holder of Verde Series C Preferred Stock will be entitled to receive, for every 0.15 shares of Verde Series C Preferred Stock, one share of SSTC Class B Preferred Stock, in each case based on the market price of the SSTC Common Stock of $0.75 per share, and the number of fully-diluted shares of Verde Common Stock outstanding, as of the Verde Record Date.

Q.     What happens if the market price of the shares of SSTC Common Stock or the number of fully-diluted shares of Verde Common Stock changes before the closing of the Merger?

A.     The terms of the Merger will remain the same, but the per share Merger Consideration payable will change in accordance with the provisions of the Merger Agreement. At the Effective Time, subject to the terms and conditions of the Merger Agreement, the stockholders of Verde are entitled to receive from SSTC, a number of shares of SSTC Common Stock, SSTC Class A Preferred Stock and SSTC Class B Preferred Stock having an aggregate value equal to $10,000,000, with stockholders of Verde receiving a number of shares of SSTC Common Stock, SSTC Class A Preferred Stock and SSTC Class B Preferred Stock (on an as converted basis in the case of the preferred stock) equal to (i) 10,000,000, divided by (ii) the market price of the SSTC Common Stock, which as of the date of the Merger Agreement, the Verde Record Date and the date hereof was $0.75. Because the per share Merger Consideration is not fixed until immediately prior to the Effective Time, the per share value of the consideration to be received by Verde stockholders in the Merger will depend on the market price of the number of SSTC Common Stock and the number of fully-diluted shares of Verde Common Stock outstanding, outstanding as of such date; however, the value of the aggregate Merger Consideration will not change.

Q.     Why am I receiving this joint proxy statement/prospectus?

A.     SSTC and Verde have agreed to combine pursuant to the terms and subject to the conditions of the Merger Agreement. These conditions include, but are not limited to:

•        the approval of the Merger and the Merger Agreement at the Verde special meeting;

•        SSTC’s issuance of 23,110,000 shares of SSTC Common Stock to Li Sze Tang at the Effective Time;

•        SSTC’s issuance to Spartan and its designees of an aggregate of 5,000,000 shares of SSTC Common Stock (subject to adjustment in the event of a change in Verde’s fair market valuation under the Merger Agreement, such that in any event Spartan will own the number of shares of SSTC Common Stock that is equal to 5.1% of SSTC Common Stock issued and outstanding on the Closing Date and following the Effective Time) in consideration for services Spartan provided to Verde;

•        the accuracy of the representations and warranties made in the Merger Agreement by each of SSTC, Verde and Merger Sub;

•        the absence of any law or order by any governmental authority prohibiting or making illegal the consummation of the SSTC Stock Issuance, the Merger or the other Transactions; and

•        the Form S-4, of which this joint proxy statement/prospectus is a part, being declared effective and no stop order suspending the effectiveness of the Form S-4 having been issued and no proceedings for that purpose having been initiated by the SEC that have not been withdrawn.

You are either receiving this joint proxy statement/prospectus in connection with the SSTC special meeting to obtain the approval of holders of SSTC Common Stock on the Articles of Amendment Proposals and the SSTC Adjournment Proposal because you held shares of SSTC Common Stock as of the SSTC Record Date or the Verde special meeting to obtain the approval of holders of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock on the Merger Proposal and the Verde Adjournment Proposal because you held shares of Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock as of the Verde Record Date.

This joint proxy statement/prospectus contains important information about the Merger, the SSTC special meeting, and the Verde special meeting and you should carefully read it in its entirety. The enclosed voting materials allow you to vote your shares of SSTC Common Stock without attending the SSTC special meeting or to vote your shares of Verde Common Stock, Verde Series A Preferred Stock, Verde Series C Preferred Stock without attending the Verde special meeting.

Your vote is important. We encourage you to vote as soon as possible.

Q.     Why is SSTC proposing the Articles of Incorporation Amendment Proposals?

A.     The SSTC Board of Directors is proposing to amend and restate the current articles of incorporation, as amended, of SSTC to, among other modifications, (i) (a) increase the number of shares of capital stock which SSTC is authorized to issue to 2,000,000,000 shares, (b) authorize the issuance of up to 150,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the SSTC Board of Directors, and (c) provide that special meetings of stockholders may be called only by the SSTC Board of Directors (the “Articles of Incorporation A&R Proposal”), effective prior to the Effective Time, and (ii) change the name of SSTC following the Merger when and as determined by the SSTC Board of Directors to “Formation Minerals, Inc.” (the “Name Change Proposal” and together with the Articles of Incorporation A&R Proposal the “Articles of Incorporation Amendment Proposals”), to among other things, facilitate the completion of the Merger and provide for the SSTC Stock Issuance. The SSTC Board of Directors approved the Merger and the Merger Agreement based on a number of strategic and financial benefits to SSTC. The SSTC Board of Directors believes that the Merger will provide SSTC with a number of significant potential benefits and strategic opportunities that are in the best interests of SSTC. In addition to anticipated increased cash flows as a result of the merger, the SSTC Board of Directors expects that new opportunities will present themselves as a result of the Merger in the oil, gas and mineral industries, increasing SSTC’s presence and reputation in the energy space more broadly. Additionally, the SSTC Board of Directors believes that the expected annual general and administrative savings of the combined company following the Merger will increase stockholder value and that, with increased scale and an expanded capital base, the combined company will be better positioned to access capital markets and increase operating efficiency.

Q.     Why is Verde proposing the Merger?

A.     The Verde Board of Directors approved the Merger and the Merger Agreement and recommended that the stockholders approve the Merger and the Merger Agreement based on a number of strategic and financial benefits to Verde. The Verde Board of Directors believes that the Merger will create a combined company with a streamlined corporate structure and a larger market capitalization and further market reach. The Verde Board of Directors also believes that, as a result of the combined company’s simplified structure, the combined company will have improved financial strength and flexibility, an improved growth outlook and lower costs. Further, the Verde Board of Directors believes that the combined company will have the resources, leadership, and operations needed to consider and make strategic acquisitions in the oil, gas and minerals industry. Additionally, the Verde Board of Directors believes that the expected annual general and administrative savings of the combined company following the Merger will increase stockholder value.

To review the reasons of the Verde Board of Directors for the Merger in greater detail, see “The Merger — Recommendation of the Verde Board of Directors and its Reasons for the Merger and the Other Transactions” beginning on page 75 of this joint proxy statement/prospectus. Notwithstanding the foregoing, the Merger poses risks to Verde and Verde’s stockholders may not realize the benefits of the Merger and the other Transactions. See “Risk Factors — Risks Relating to the Merger and the Other Transactions” beginning on page 32 of this joint proxy statement/prospectus.

Q.     Will my shares of SSTC Common Stock received in the Merger be publicly traded?

A.     Shares of SSTC Common Stock received in the Merger will be publicly traded. There will be no public market for the SSTC Class A Preferred Stock or the SSTC Class B Preferred Stock, but such shares will be convertible in shares of SSTC Common Stock. As a result, holders of the SSTC Class A Preferred Stock and the SSTC Class B Preferred Stock will have very limited, if any, liquidity options with respect to their SSTC Class A Preferred Stock or the SSTC Class B Preferred Stock until such preferred stock is converted into shares of SSTC Common Stock.

Q.     How will Verde’s stockholders be affected by the Merger and the SSTC Stock Issuance?

A.     As a result of the Merger and the SSTC Stock Issuance, Verde’s stockholders will become SSTC stockholders and their rights will therefore be governed by the SSTC Amended and Restated Articles of Incorporation and the SSTC Amended and Restated Bylaws. The SSTC Amended and Restated Articles of Incorporation and SSTC Amended and Restated Bylaws, will afford Verde stockholders different rights, as SSTC stockholders, as a result of differences between SSTC’s governing documents and Verde’s governing documents. For further information about these rights, see “Comparison of Rights of SSTC Stockholders and Verde Stockholders” on page 111 of this joint proxy statement/prospectus.

Q.     Do any of SSTC’s executive officers or directors have interests in the Merger that may differ from those of SSTC’s stockholders?

A:     James Hiza is SSTC’s President, Treasurer and sole director. As of the date of this joint proxy statement/prospectus, Mr. Hiza does not own SSTC Common Stock. Mr. Hiza has served as the sole director since December 15, 2023 and is expected to resign effective as of the Effective Time. Prior to serving as President, Treasurer and sole director of SSTC, Mr. Hiza served as the vice president of asset management at Verde since May 2021. Clarence Chan, the former Chief Executive Officer, Chief Financial Officer and director of SSTC resigned from his officer positions and directorship on December 15, 2023. These relationships may have created potential conflicts of interest of the appearance of such conflicts, which may lead to increased dissident stockholder activity including litigation, which could result in significant cost for SSTC and Verde and could materially delay or prevent completion of the Merger.

Q.     Do any of Verde’s executive officers or directors have interests in the Merger that may differ from those of Verde’s stockholders?

A.     Verde is controlled by Scott Cox, its Chief Executive Officer and sole director. As of the date of this joint proxy statement/prospectus, Mr. Cox beneficially owns approximately 1.76% of the outstanding shares of Verde Common Stock and 100% of the outstanding shares of Verde Series A Preferred Stock, which are entitled to 10,000 votes per share of Verde Series A Preferred Stock on all matters submitted to a vote of the stockholders of Verde, which in the aggregate represents 55.93% of the outstanding voting power as of the Verde Record Date. Verde expects that Mr. Cox will vote his shares in favor of the Merger and Merger Agreement at the Verde special meeting. Mr. Cox will serve as SSTC’s President, Chief Executive Officer and Chief Financial Officer and sole director effective immediately following the Effective Time. The interests of Mr. Cox includes, among other things, his employment and service as a director following the Merger, rights to continuing indemnification and directors’ and officers’ liability insurance and rights to receive cash and equity compensation from SSTC. While Mr. Cox will not receive additional compensation solely as a result of the Merger, other than in connection with his capacity as a Verde stockholder that receives Merger consideration, these interests may create potential conflicts of interests or the appearance of such conflicts, which may lead to increased dissident stockholder activity, including litigation, which could result in significant cost for SSTC and Verde and could materially delay or prevent completion of the Merger.

For further information about these interests, see “Risk Factors — Risks Relating to the Merger and the Other Transactions” on page 32 of this joint proxy statement/prospectus and “The Merger — Interests of SSTC and Verde Executive Officers and Directors in the Merger” beginning on page 77 of this joint proxy statement/prospectus.

Q.     When and where will the SSTC special meeting and the Verde special meeting be held?

A.     The SSTC special meeting will be held at the offices of Sullivan & Worcester LLP at 1633 Broadway, New York, New York 10019, on May 9, 2024 at 10:00 a.m., Eastern Time.

The Verde special meeting will be held at the offices of Sullivan & Worcester LLP at 1633 Broadway, New York, New York 10019, on May 9, 2024 at 11:00 a.m., Eastern Time.

Q.     How do I vote or authorize a proxy to vote my shares?

A.     SSTC:    If you were a holder of record of shares of SSTC Common Stock as of the close of business on the SSTC Record Date, you may authorize a proxy to vote your shares on the applicable proposal by:

•        accessing the internet website specified on your proxy card;

•        calling the toll-free number specified on your proxy card;

•        signing and returning the enclosed proxy card in the postage-paid envelope provided; or

•        attending the SSTC special meeting and voting in person.

Record Owners:    Holders of record of shares of SSTC Common Stock may participate in the SSTC special meeting by attending the meeting in person. Holders of record of SSTC Common Stock on the SSTC Record Date may vote at the SSTC special meeting or authorize a proxy to vote the shares they beneficially own at the SSTC special meeting. You can authorize your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope, or, if you prefer, by following the instructions on your proxy card for telephonic or internet proxy authorization. If the telephone or internet option is available to you, we strongly encourage you to use it because it is faster and less costly. Registered stockholders can transmit their voting instructions by telephone by calling 1-800-690-6903 or on the internet at www.proxyvote.com. Telephone and internet voting are available 24 hours a day until 11:59 p.m., Eastern Time, the day immediately prior to the SSTC special meeting. Have your proxy card with you if you are going to authorize your proxy by telephone or through the internet. To authorize your proxy by mail, please complete sign, date and mail your proxy card in the envelope provided.

Beneficial Owners:    If you hold SSTC Common Stock in the name of a broker, bank or other nominee, please follow the voting instructions provided by your broker, bank or other nominee to ensure that your shares are represented at the SSTC special meeting. If you are a beneficial owner and want to vote your shares of SSTC Common Stock at the SSTC special meeting, you must also provide a legal proxy from your bank, broker or other nominee. You will not be able to vote your shares at the SSTC special meeting without a legal proxy. Please follow the instructions from your bank, broker or nominee included with these proxy materials, or contact your bank, broker or nominee to request a legal proxy form.

Verde:    If you were a holder of record of shares of Verde Common Stock as of the close of business on the Verde Record Date, you may authorize a proxy to vote your shares on the applicable proposal by:

•        accessing the internet website specified on your proxy card;

•        calling the toll-free number specified on your proxy card;

•        signing and returning the enclosed proxy card in the postage-paid envelope provided; or

•        attending the Verde special meeting and voting in person.

Record Owners:    Holders of record of shares of Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred Stock may participate in the Verde special meeting by attending the meeting in person. Holders of record of Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred Stock on the Verde Record Date may vote at the Verde special meeting or authorize a proxy to vote the shares they

beneficially own at the Verde special meeting. You can authorize your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope, or, if you prefer, by following the instructions on your proxy card for telephonic or internet proxy authorization. If the telephone or internet option is available to you, we strongly encourage you to use it because it is faster and less costly. Registered stockholders can transmit their voting instructions by telephone by calling 1-800-690-6903 or on the internet at www.proxyvote.com. Telephone and internet voting are available 24 hours a day until 11:59 p.m., Eastern Time, the day immediately prior to the Verde special meeting. Have your proxy card with you if you are going to authorize your proxy by telephone or through the internet. To authorize your proxy by mail, please complete sign, date and mail your proxy card in the envelope provided.

Beneficial Owners:    If you hold Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred in the name of a broker, bank or other nominee, please follow the voting instructions provided by your broker, bank or other nominee to ensure that your shares are represented at the Verde special meeting. If you are a beneficial owner and want to vote your shares of Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred Stock at the Verde special meeting, you must also provide a legal proxy from your bank, broker or other nominee. You will not be able to vote your shares at the Verde special meeting without a legal proxy. Please follow the instructions from your bank, broker or nominee included with these proxy materials, or contact your bank, broker or nominee to request a legal proxy form.

Q.     What am I being asked to vote upon?

A.     SSTC:    SSTC stockholders are being asked to vote to approve the Articles of Incorporation Amendment Proposals and a proposal to adjourn the SSTC special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Articles of Incorporation Amendment Proposals, if there are insufficient votes at the time of such adjournment to approve such proposal (the “SSTC Adjournment Proposal”).

Verde:    Verde stockholders are being asked to vote to approve the Merger Proposal and a proposal to adjourn the Verde special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Merger Proposal, if there are insufficient votes at the time of such adjournment to approve such proposal (the “Verde Adjournment Proposal”).

The approval of the Merger Proposal by holders of record of shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock is a condition to the closing of the Merger.

Q.     What vote is required to approve each proposal?

A.     SSTC:    The approval of each Articles of Incorporation Amendment Proposal requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of SSTC Common Stock outstanding as of the SSTC Record Date at the SSTC special meeting on such proposal.

The approval of the SSTC Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of SSTC Common Stock as of the SSTC Record Date entitled to vote at the SSTC special meeting on such proposal.

Verde:    The approval of the Merger Proposal requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock as of the Verde Record Date voting together as a single class at the Verde special meeting on such proposal.

The approval of the Verde Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock as of the Verde Record Date voting together as a single class at the Verde special meeting on such proposal.

Q.     How does the SSTC Board of Directors and Verde Board of Directors recommend that I vote?

A.     SSTC:    The SSTC Board of Directors unanimously recommends that SSTC stockholders vote “FOR” each Articles of Incorporation Amendment Proposal and “FOR” the SSTC Adjournment Proposal.

Verde:    The Verde Board of Directors unanimously recommends that Verde stockholders vote “FOR” the Merger Proposal and “FOR” the Verde Adjournment Proposal.

Q.     How many votes do I have?

A.     SSTC:    You are entitled to one vote for each share of SSTC Common Stock that you own as of the SSTC Record Date.

As of the SSTC Record Date, there were 56,349,183 shares of SSTC Common Stock outstanding, none of which were beneficially owned by executive officers and directors of SSTC.

Verde:    You are entitled to (i) one vote for each share of Verde Common Stock that you own as of the Verde Record Date, (ii) 10,000 votes for each share of Verde Series A Preferred Stock that you own as of the Verde Record Date, and (iii) 2,400,000 votes for each share of Verde Series C Preferred Stock that you own as of the Verde Record Date, based on 2,078,599,390 shares of Verde Common Stock outstanding as of, and a conversion price of $0.0005 on, the Verde Record Date; subject to beneficial ownership limitation which only allows such holder to vote a number of shares representing up to 4.99% of the fully-diluted shares of Verde Common Stock outstanding as of the Verde Record Date.

As of the Verde Record Date, there were: (i) 2,078,599,390 shares of Verde Common Stock outstanding, approximately 1.76% of which were beneficially owned by Scott Cox, the Chief Executive Officer and sole director of Verde; (ii) 500,000 shares of Verde Series A Preferred Stock outstanding, 100% of which were beneficially owned by Mr. Cox; and (iii) 803 shares of Verde Series C Preferred Stock outstanding, 100% which is owned by GHS Investments, LLC (“GHS”), an unrelated third party. We expect Mr. Cox and GHS to vote all of their shares in favor of the Merger Proposal and Verde Adjournment Proposal, which as of the Verde Record Date represented approximately 60.92% of the aggregate shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock outstanding as of the Verde Record Date, and is sufficient to approve each proposal, although there is no agreement to do so.

Q.     Are any SSTC or Verde stockholders already committed to vote in favor of the proposals?

A.     No. There are no voting agreements requiring any SSTC stockholders or Verde stockholders to vote in favor of the proposals; however, Verde expects that Mr. Cox and GHS will vote the shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock that they beneficially own, as applicable, in favor of the Merger Proposal and Verde Adjournment Proposal.

Q.     What constitutes a quorum?

A.     SSTC:    At the SSTC special meeting, the presence in person or by proxy of the holders of a majority of the SSTC’s stock issued and outstanding and entitled to vote shall constitute a quorum. Abstentions and broker non-votes, if any, will be included in determining whether a quorum is present. A broker non-vote is a vote that is not cast on a non-routine matter because the shares entitled to cast the vote are held in the name of a broker, bank or other nominee, the broker, bank or other nominee lacks discretionary authority to vote the shares and the broker, bank or other nominee has not received voting instructions from the beneficial owner of the shares.

Verde:    At the Verde special meeting, the presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum. Abstentions and broker non-votes, if any, will be included in determining whether a quorum is present. A broker non-vote is a vote that is not cast on a non-routine matter because the shares entitled to cast the vote are held in the name of a broker, bank or other nominee, the broker, bank or other nominee lacks discretionary authority to vote the shares and the broker, bank or other nominee has not received voting instructions from the beneficial owner of the shares.

Q.     If my shares of SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee vote my SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock for me?

A.     If your shares of SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock are held by a broker, bank or other nominee (that is, in “street name”), you must provide your broker, bank or other nominee with instructions on how to vote your shares of SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock. Please follow

the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares of SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock held in street name by returning a proxy card directly to SSTC or Verde, as applicable, or by voting in person at the SSTC special meeting or Verde special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Further, brokers, banks or other nominees who hold shares of SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock on behalf of their customers may not give a proxy to SSTC or Verde, as applicable, to vote those shares without specific instructions from their customers.

Q.     What will happen if I fail to instruct my broker, bank or other nominee how to vote?

A.     SSTC:    If you are a SSTC stockholder and you fail to instruct your broker, bank or other nominee on how to vote your of SSTC Common Stock, your broker, bank or other nominee may not vote your shares of SSTC Common Stock on any of the proposals. This will have the same effect as a vote against the Articles of Incorporation Amendment Proposals, but it will have no effect on the SSTC Adjournment Proposal, assuming a quorum is present.

Verde:    If you are a Verde stockholder and you fail to instruct your broker, bank or other nominee on how to vote your of Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock, your broker, bank or other nominee may not vote your shares of Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock on any of the proposals. This will have the same effect as a vote against the Merger Proposal, but it will have no effect on the Verde Adjournment Proposal, assuming a quorum is present.

Q.     What will happen if I fail to vote or I abstain from voting?

A.     SSTC:    If you are a SSTC stockholder and abstain from voting, fail to cast your vote at the SSTC special meeting or by proxy or if you hold your shares in “street name” and fail to give voting instructions to your broker, bank or other nominee, it will have the same effect as a vote against the Articles of Incorporation Amendment Proposals, but it will have no effect on the SSTC Adjournment Proposal assuming a quorum is present.

Verde:    If you are a Verde stockholder and abstain from voting, fail to cast your vote at the Verde special meeting or by proxy or if you hold your shares in “street name” and fail to give voting instructions to your broker, bank or other nominee, it will have the same effect as a vote against the Merger Proposal, but it will have no effect on the Verde Adjournment Proposal, assuming a quorum is present.

Q.     What if I return my proxy card without indicating how to vote?

A.     If you sign and return your proxy card without indicating how to vote on any particular proposal, your shares of SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock will be voted in accordance with the recommendation of the SSTC Board of Directors or Verde Board of Directors, as applicable, with respect to such proposals.

Q.     Can I change my vote or revoke my proxy after I have returned a proxy or voting instruction card?

A.     You can change your vote or revoke your proxy at any time before your proxy is exercised at the SSTC special meeting or Verde special meeting. You can do this in one of the following ways if you own your shares of record:

•        you may revoke a previously authorized proxy at any time before it is exercised by delivering to our corporate secretary a notice of revocation;

•        you can grant a new, valid proxy bearing a later date by internet or by telephone or by signing and returning a later dated proxy card; or

•        you can attend the SSTC special meeting or the Verde special meeting and vote electronically, which will automatically cancel any proxy previously given, or you may revoke your proxy at the SSTC special meeting or the Verde special meeting, but your attendance alone will not revoke any proxy that you have previously given.

If you are a record holder and choose either of the first two methods above, you must submit your notice of revocation or your new proxy to the secretary of SSTC or the secretary of Verde, as applicable, no later than the beginning of the SSTC special meeting or the Verde special meeting, as applicable.

If your shares of SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred Stock are held by a broker, bank or other nominee, you must follow the instructions provided by the broker, bank or other nominee on how to change your instructions or to change your vote.

Q.     What are the anticipated material federal income tax consequences of the Merger to holders of Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock?

A.     The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the IRC. Assuming the Merger qualifies as a reorganization, a U.S. holder of Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock generally will not recognize any gain or loss upon receipt of SSTC Common Stock, SSTC Class A Preferred Stock, or SSTC Class B Preferred Stock in the Merger.

Tax matters are very complicated and the tax consequences of the Merger to each Verde stockholder may depend on such stockholder’s particular facts and circumstances. For further information, see “Material Federal Income Tax Considerations — Material Federal Income Tax Consequences of the Merger” on page 81 of this joint proxy statement/prospectus.

Q.     When do you expect the Merger to be completed?

A.     The Merger is expected to close by May 31, 2024, subject to the satisfaction or waiver of the conditions to closing. The Merger is subject to various conditions, and it is possible that factors beyond SSTC’s and Verde’s control could result in the Merger not being completed.

Q      What happens if the Merger is not completed?

A.     If the Merger is not completed, then holders of shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock will retain ownership of their shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock and will not receive any consideration for their shares of shares of Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock. If the Merger Proposal is not approved, the Merger will not be completed and Verde stockholders will remain stockholders in Verde.

Q.     Are Verde stockholders entitled to appraisal rights in connection with the Merger?

A.     As required by the NRS (but only to the extent required thereby), all shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Verde stockholders who have neither voted in favor of adoption of the Merger Agreement nor consented thereto in writing and who have properly and validly exercised their statutory rights of appraisal in respect of such shares of the Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock in accordance with Section 92A.380 of the NRS (the “Dissenting Verde Shares”) will not be converted into, or represent the right to receive, the Merger Consideration and instead will entitle the holders thereof to such rights as are granted to such holders by Section 92A.380 of the NRS. Each Dissenting Verde Share held by a Verde stockholder who has failed to perfect or who has effectively withdrawn or lost his, her or its rights to appraisal of such Dissenting Verde Share pursuant to Section 92A.380 of the NRS will thereupon be deemed to have been converted into, as of the Effective Time, the right to receive the Merger Consideration upon surrender of the Verde certificate in the manner provided in the Merger Agreement.

Q.     What do I need to do now?

A.     Carefully read and consider the information contained in and incorporated by reference into this joint proxy statement/prospectus, including its annexes, and then vote your shares as described above in “— How do I vote?”.

Q.     What happens if I am both a SSTC stockholder and a Verde stockholder?

A.     You will receive separate proxy cards for each company and must complete, sign and date each proxy card and return each proxy card in the appropriate preaddressed postage paid envelope or complete a proxy by one of the other methods specified in your proxy card for each company. If your shares are held in street name, you will receive a separate voting instruction form for each account and from each broker, bank or other nominee that holds your SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock, and you must follow the instructions provided in such voting instruction form to vote your SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock.

Q.     Who can help answer my questions?

A.     If you have any questions about the Merger or how to vote or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card or voting instruction form, as applicable, you should contact:

You can also contact Broadridge Financial Solutions, Inc. to request additional copies of this joint proxy statement/prospectus or the enclosed proxy card or voting instruction form, as applicable, at: (800) 579-1639.

RISK FACTORS

In addition to the other information included or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 46 of this joint proxy statement/prospectus, you should carefully consider the following risks before deciding how to vote your SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock or Verde Series C Preferred Stock. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. For further information, see “Where You Can Find More Information” beginning on page i of this joint proxy statement/prospectus.

Summary of Risk Factors

Risks Relating to the Merger and the Other Transactions

•        Failure to consummate the Merger as currently contemplated or at all could adversely affect the price of SSTC Common Stock or Verde Common Stock and the future business and financial results of SSTC and Verde.

•        The ownership interests of SSTC and Verde stockholders will be diluted by the consummation of the Merger, and SSTC and Verde stockholders will exercise less influence over management than they exercised before the Merger.

•        SSTC’s and Verde’s directors and executive officers, may have interests in the Merger that are different from, or in addition to, the interests of SSTC and Verde stockholders generally. This may create potential conflicts of interest or the appearance of such conflicts, which may lead to increased dissident stockholder activity, including litigation, which could result in significant costs for SSTC and Verde and could materially delay or prevent the completion of the Merger.

•        The Merger is subject to the satisfaction or waiver of conditions that may not be satisfied or completed on a timely basis, if at all. Failure to consummate the Merger could adversely affect the future business and financial results of SSTC or Verde.

•        SSTC or Verde may waive one or more of the conditions to the Merger without re-soliciting stockholder approval.

•        Each of SSTC and Verde prior to the closing of the Merger expects to, and SSTC following the closing of the Merger may, incur substantial costs related to the Merger.

•        Lawsuits may be commenced seeking to enjoin or prevent the Merger or seeking other relief which may delay or prevent the completion of the Merger and result in SSTC or Verde incurring substantial costs.

•        The unaudited pro forma condensed consolidated financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of what the operating results and financial condition of SSTC for the historical periods presented would have been or may be following consummation of the Merger and the other Transactions.

•        The completion of the Merger is not conditioned on the receipt of an opinion of counsel to the effect that the Merger will qualify for the intended tax treatment, and neither SSTC nor Verde intends to request a ruling from the IRS regarding the United States federal income tax consequences of the Merger.

Risks Relating to SSTC After the Consummation of the Merger and the Other Transactions

•        Following the Merger, SSTC intends to shift its business focus to the acquisition of minerals and royalties under Verde’s current business plan, which may not be successful.

•        Following the Merger, SSTC may be unable to integrate successfully and realize the anticipated benefits of the Merger.

•        SSTC and Verde each have a very limited operating history.

•        The future financial results of SSTC will suffer if SSTC does not effectively manage its assets or deploy its available capital following the Merger.

•        SSTC and Verde have had a history of net losses, and SSTC expects to continue to incur losses for the foreseeable future. If SSTC ever achieves profitability, it may not be able to sustain it.

•        SSTC’s ability to utilize its net operating loss carryforwards and tax credit carryforwards may be subject to limitations.

•        SSTC’s ability to grow and compete in the future will be adversely affected if adequate capital is not available to it or not available on terms favorable to it.

•        SSTC will need substantial additional funding to continue its operations, which could result in dilution to its stockholders. SSTC may not be able to raise capital when needed, if at all, which could cause it to have insufficient funds to pursue its operations, or to delay, reduce or eliminate its development of new programs or commercialization efforts.

•        Without obtaining adequate capital funding or improving our financial performance, SSTC may not be able to continue as a going concern.

•        Increased operating and capital costs could affect SSTC’s profitability.

•        SSTC may seek to grow through acquisitions.

•        Unfavorable general economic conditions may materially adversely affect SSTC’s business.

•        Economic and political conditions may cause fluctuations of the future prices, supply, and demand for oil and gas, which may negatively affect SSTC’s revenues.

•        Commodity price declines may result in reduced profits.

•        Prices and markets for oil and natural gas are unpredictable and tend to fluctuate significantly, which could reduce the value of SSTC’s assets.

•        Changes in the regulatory environment could have a material adverse effect on SSTC’s business.

•        SSTC intends to drill new wells and re-work existing wells and governmental regulation may limit or otherwise affect the market for wells’ production and the price which may be paid for that production and could adversely affect the SSTC’s drilling operations.

•        The market price of shares of SSTC Common Stock may decline as a result of the Merger.

Risks Related to the Ownership of SSTC’s Common Stock

•        SSTC is a public company and an active, liquid, and orderly market for the SSTC Common Stock may not develop, and you may not be able to sell your SSTC Common Stock. The market price of the SSTC Common Stock may be highly volatile, and you may not be able to sell your shares.

•        If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about SSTC, its business or its market, its stock price and trading volume could decline.

•        Future sales of shares by existing stockholders could cause SSTC’s stock price to decline.

•        SSTC’s internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, could have a material adverse effect on SSTC’s business and share price.

•        Future issuances of debt or equity securities, and the issuance of a large number of shares in the Merger, may adversely affect SSTC stockholders.

•        The SSTC Amended and Restated Articles of Incorporation will generally provide that the courts of the State of Nevada are the exclusive forum for substantially all disputes between SSTC and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with SSTC or its directors, officers or other employees.

•        Some provisions of the SSTC Amended and Restated Articles of Incorporation may deter takeover attempts, which may inhibit a takeover that stockholders consider favorable and limit the opportunity of SSTC stockholders to sell their shares at a favorable price.

•        Nevada Anti-Takeover Law may discourage acquirers and eliminate a potentially beneficial sale for SSTC stockholders.

•        After completion of the Merger, Mr. Cox, who will become SSTC’s President, Chief Executive Officer and Chief Financial Officer and sole director, will have the ability to control or significantly influence all matters submitted to SSTC’s stockholders for approval.

•        Provisions that will be in SSTC’s Amended and Restated Articles of Incorporation, SSTC’s Amended and Restated Bylaw, and certain provisions under Nevada law could make an acquisition of SSTC, which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove its management.

•        SSTC’s rights and the rights of SSTC’s stockholders to take action against SSTC’s directors and officers are limited.

General Risk Factors

•        SSTC is an emerging growth company, and it cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make the SSTC Common Stock less attractive to investors.

•        SSTC incurs significant increased costs as a result of operating as a public company, and its management is required to devote substantial time to compliance initiatives.

Risks Relating to the Merger and the Other Transactions

Failure to consummate the Merger as currently contemplated or at all could adversely affect the price of SSTC Common Stock or Verde Common Stock and the future business and financial results of SSTC and Verde.

The Merger may be consummated on terms different than those contemplated by the Merger Agreement, or the Merger may not be consummated at all. If the Merger is not completed, or is completed on different terms from those contemplated by the Merger Agreement, SSTC and Verde could be adversely affected and subject to a variety of risks associated with the failure to consummate the Merger, or to consummate the Merger as contemplated by the Merger Agreement, including the following:

•        the SSTC stockholders and Verde stockholders may be prevented from realizing the anticipated benefits of the Merger;

•        the market price of SSTC Common Stock or Verde Common Stock could decline significantly;

•        reputational harm due to the adverse perception of any failure to successfully consummate the Merger;

•        incurrence of substantial costs relating to the proposed Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; and

•        the attention of SSTC’s and Verde’s management and employees may be diverted from their day-to-day business and operational matters as a result of efforts relating to attempting to consummate the Merger.

Any delay in the consummation of the Merger or any uncertainty about the consummation of the Merger on terms other than those contemplated by the Merger Agreement, or if the Merger is not completed, could materially adversely affect the business, financial results and stock price of SSTC and Verde.

The ownership interests of SSTC and Verde stockholders will be diluted by the consummation of the Merger, and SSTC and Verde stockholders will exercise less influence over management than they exercised before the Merger.

SSTC stockholders have the right to vote in the election of the SSTC Board of Directors and on certain other matters affecting SSTC, as specified in SSTC Bylaws, and Verde stockholders have the right to vote in the election of the Verde Board of Directors and on certain other matters affecting Verde, as specified in Verde Bylaws. As a result of the Merger, the ownership position of existing SSTC stockholders will decrease and Verde stockholders will have an ownership stake in SSTC that is smaller than their current stake in SSTC. Upon consummation of the Merger, based upon the number of shares of SSTC Common Stock, Verde Common Stock, Verde Series A Preferred Stock, and Verde Series C Preferred outstanding as of the date of the Merger Agreement, SSTC and Verde estimate that the SSTC stockholders immediately prior to the Merger (in their capacities as such) will own approximately 92%, 0% and 0% of the SSTC Common Stock, SSTC Class A Preferred Stock, and SSTC Class B Preferred Stock outstanding immediately after the Merger, respectively, and the Verde stockholders immediately prior to the Merger (in their capacities as such) will own approximately 8%, 100% and 100% of the SSTC Common Stock, SSTC Class A Preferred Stock, and SSTC Class B Preferred Stock outstanding immediately after the Merger, in each case, without taking into account whether any of SSTC stockholders or Verde stockholders were also stockholders of SSTC or Verde, respectively, at that time. Consequently, SSTC stockholders and Verde stockholders may have less influence over the management and policies of SSTC after the Effective Time than they currently exercise over the management and policies of SSTC and Verde, respectively.

Further, the consummation of the Merger will trigger the fundamental transaction provision in certain warrants to purchase Verde Common Stock held by GHS, which will entitle GHS to a number of shares of SSTC Common Stock equal to 210,195, subject to a 4.99% beneficial ownership limitation, and if such shares are issued, will further dilute SSTC stockholders after the Effective Time. There is no assurance that GHS will not assert otherwise and seek to exercise any such rights, including receipt of securities, where available, or that the exercise of any such rights will not adversely affect SSTC or Verde, following the Effective Time

SSTC’s and Verde’s directors and executive officers, may have interests in the Merger that are different from, or in addition to, the interests of SSTC and Verde stockholders generally. This may create potential conflicts of interest or the appearance of such conflicts, which may lead to increased dissident stockholder activity, including litigation, which could result in significant costs for SSTC and Verde and could materially delay or prevent the completion of the Merger.

The interests of SSTC’s and Verde’s directors and executive officers include, among other things, the continued service as a director or executive officer of SSTC following the Merger and certain rights to continuing indemnification and directors’ and officers’ liability insurance for Verde directors and executive officers. There is a risk that these interests may influence the directors and executive officers to support the Merger.

The interests of SSTC’s and Verde’s directors and executive officers in the Merger may increase the risk of litigation intended to enjoin or prevent the Merger and the risk of other related dissident stockholder activity. In the past, and in particular following the announcement of a significant transaction, periods of volatility in the overall market or declines in the market price of a company’s securities, stockholder litigation and dissident stockholder proposals have often been instituted against companies alleging conflicts of interest in business dealings with affiliated or related persons and entities. The relationships described above may precipitate such activities by dissident stockholders and, if instituted against SSTC or Verde or their respective directors or executive officers, such activities could result in substantial costs, a material delay or prevention of the Merger and a diversion of management’s attention, even if the stockholder action is without merit or unsuccessful.

For further information about these interests, see “The Merger — Interests of SSTC and Verde Directors and Executive Officers in the Merger” beginning on page 77 of this joint proxy statement/prospectus.

The Merger is subject to the satisfaction or waiver of conditions that may not be satisfied or completed on a timely basis, if at all. Failure to consummate the Merger could adversely affect the future business and financial results of SSTC.

The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions, including, among others, the Verde stockholder approval of the Merger. These conditions make the completion, and the timing of the completion, of the Merger uncertain. See the section entitled “The Merger Agreement — Description of the Merger Agreement — Conditions to the Completion of the Merger” beginning on page 89 of this joint proxy statement/prospectus for a more detailed discussion. In addition, the Merger Agreement will terminate if the Merger is not completed by June 30, 2024 or by the earlier written agreement of SSTC, Verde and Merger Sub.

SSTC and Verde cannot provide assurance that the Merger will be consummated on the terms or timeline currently contemplated, or at all. If the Merger is not completed on a timely basis, or at all, SSTC may be adversely affected and subject to a number of risks, including the time and resources committed by SSTC’s respective management to matters relating to the Merger could otherwise have been devoted to pursuing other opportunities.

SSTC or Verde may waive one or more of the conditions to the Merger without re-soliciting stockholder approval.

SSTC or Verde may determine to waive, in whole or in part, one or more of the conditions to its obligation to consummate the Merger. Any determination whether to waive any condition to the Merger and whether to re-solicit stockholder approval or amend this joint proxy statement/prospectus as a result of a waiver will be made by SSTC or Verde, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

Each of SSTC and Verde prior to the closing of the Merger expects to, and SSTC following the closing of the Merger may, incur significant costs in connection with the Merger.

Each of SSTC and Verde prior to the closing of the Merger expects to, and SSTC following the closing of the Merger may, incur significant costs in connection with the Merger, and may incur other unanticipated costs. While each company has assumed that a certain level of transaction and integration expenses will be incurred, there are factors beyond each company’s control that could affect the total amount or the timing of those expenses. Many of the expenses that may be incurred, by their nature, are difficult to estimate accurately at the current time. Each of SSTC and Verde expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, may allow SSTC to offset those incremental expenses over time, the net benefit of which may not be achieved in the near term, or at all.

Lawsuits may be commenced seeking to enjoin or prevent the Merger or seeking other relief which may delay or prevent the completion of the Merger and result in SSTC or Verde incurring substantial costs.

Public company merger and acquisition transactions are often subject to lawsuits initiated by plaintiffs seeking to enjoin or prevent the transaction or obtain other relief. SSTC, Verde and their respective executive officers, directors and advisors may become subject to similar litigation with respect to the Merger. Any such lawsuit could seek, among other things, injunctive or other equitable relief, including a request to rescind parts of the Merger Agreement and otherwise to enjoin the parties from consummating the Merger, as well as to require payment of fees and other costs by the defendants. SSTC and Verde may incur substantial costs defending any such lawsuit, including the distraction of management’s attention, even if such lawsuits are without merit or unsuccessful. No assurance can be made as to the outcome of any such lawsuits. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger or in obtaining other relief, the completion of the Merger may be prevented or delayed or its terms could change.

The unaudited pro forma condensed consolidated financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of what the operating results and financial condition of SSTC for the historical periods presented would have been or may be following consummation of the Merger and the other Transactions.

The unaudited pro forma condensed consolidated financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what SSTC’s actual financial position or results of operations would have been had the Merger and the other Transactions been

completed on the dates indicated. Further, SSTC’s actual results and financial position after the Merger and the other Transactions may differ materially and adversely from the unaudited pro forma condensed consolidated financial data that is included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma transaction accounting adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed. In addition, subsequent to the closing date of the Merger, there will be adjustments to the acquisition accounting as additional information becomes available. Accordingly, the final acquisition accounting may differ materially from the pro forma condensed consolidated financial information reflected in this joint proxy statement/prospectus. For further information, see “Summary — Unaudited Pro Forma Condensed Consolidated Financial Information” beginning on page 18 of this joint proxy statement/prospectus.

The completion of the Merger is not conditioned on the receipt of an opinion of counsel to the effect that the Merger will qualify for the intended tax treatment, and neither SSTC nor Verde intends to request a ruling from the Internal Revenue Service regarding the United States federal income tax consequences of the transaction.

It is intended that, for United States federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code (the “intended tax treatment”). However, the completion of the Merger is not conditioned on the Merger qualifying for the intended tax treatment or on the receipt of an opinion of counsel to that effect, and whether or not the Merger will qualify for the intended tax treatment depends on facts that will not be known until the Merger is completed. No assurance can be given that the Merger will qualify for the intended tax treatment. In addition, neither SSTC nor Verde intends to request a ruling from the Internal Revenue Service regarding the United States federal income tax consequences of the Merger. Accordingly, even if SSTC and Verde conclude that the Merger qualifies for the intended tax treatment, no assurance can be given that the Internal Revenue Service will not challenge that conclusion or that a court would not sustain such a challenge.

It will not be known at the time of the Verde special meeting whether the requirements for the Merger to qualify for the intended tax treatment will be met.

Risks Relating to SSTC After the Consummation of the Merger and the Other Transactions

Following the Merger, SSTC intends to shift its business focus to the acquisition of minerals and royalties under Verde’s current business plan, which may not be successful.

Following the Merger, SSTC intends to shift its business focus to the acquisition of minerals and royalties under Verde’s current business plan, which may not be successful. Planned operations and to grow and compete will depend on the availability of adequate capital. SSTC cannot assure you that it will be able to obtain equity or debt financing on acceptable terms, or at all, to adopt its new business, its planned operations and to implement its growth strategy. As a result, SSTC cannot assure you that adequate capital will be available to continue its normal and planned operations and to finance its current growth plans, take advantage of business opportunities, or respond to competitive pressures, any of which could harm its business.

Following the Merger, SSTC may be unable to integrate successfully and realize the anticipated benefits of the Merger.

The Merger involves the combination of two companies which currently operate as independent companies. SSTC may fail to realize some or all of the anticipated benefits of the Merger if the integration process takes longer than expected or is more costly than expected.

Potential difficulties SSTC may encounter in the integration process include the following:

•        the inability to successfully combine the businesses of SSTC and Verde in a manner that permits SSTC to achieve the anticipated benefits from the Merger, which would result in the anticipated benefits of the Merger not being realized partly or wholly in the time frame currently anticipated or at all;

•        creation of uniform standards, controls, procedures, policies and information systems; and

•        potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Merger.

In addition, SSTC and Verde have operated and, until the completion of the Merger, will continue to operate, independently. It is possible that the integration process also could result in the diversion of each company’s management’s attention, the disruption or interruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect SSTC’s ability to maintain its business relationships or the ability to achieve the anticipated benefits of the Merger, or could otherwise adversely affect the business and financial results of SSTC.

SSTC and Verde each have a very limited operating history.

SSTC and Verde each have a very limited operating history and is subject to all the risks inherent in a new business enterprise. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with a business with limited operating history, and the competitive and regulatory environment in which Verde operated and that SSTC operates and will operate, such as under-capitalization, personnel limitations, and limited financing sources.

The future financial results of SSTC will suffer if SSTC does not effectively manage its assets or deploy its available capital following the Merger.

Following the Merger, SSTC intends to focus on the acquisition of minerals and royalties. Future financial results of SSTC will suffer if SSTC does not effectively manage this shift in business focus. If SSTC is unable to obtain capital necessary to maintain and increase its assets, and the assets of SSTC, SSTC could be required to reduce or suspend its operations or dispose of assets at inopportune time or price, which could negatively affect SSTC’s financial condition, results of operations and ability to pay or sustain dividends to SSTC’s stockholders.

SSTC and Verde have each had a history of net losses, and SSTC expects to continue to incur losses for the foreseeable future. If SSTC ever achieves profitability, it may not be able to sustain it.

SSTC and Verde have each incurred losses since its inception and expects to continue to incur losses for the foreseeable future. SSTC reported net losses of $782,953 and $1,047,609 for the years ended April 30, 2023 and 2022, respectively, and $1,657,176 and $490,495 for the nine months ended January 31, 2024 and 2023, respectively. As of April 30, 2023 and January 31, 2024, SSTC had a total deficit of approximately $1,061,593 and $617,853, respectively, and accumulated deficit of $6,027,209 and $3,483,139, respectively. Verde reported net losses of $1,774,179 and $3,422,146 for the years ended April 30, 2023 and 2022, respectively, and $2,141,800 and $1,333,835 for the nine months ended January 31, 2024 and 2023, respectively. As of April 30, 2023 and January 31, 2024, Verde had a working capital deficit of approximately $1,741,434 and $1,492,409, respectively, and accumulated deficit of $16,033,070 and $18,174,870, respectively. SSTC’s pro forma net losses for the nine months ended January 31, 2024 were $1,657,176 and as of January 31, 2024, SSTC had a total pro forma deficit of approximately $617,853, and pro forma accumulated deficit of $3,483,139. SSTC expects to incur net losses from continuing operations and net cash used in operating activities. SSTC may need to raise additional working capital to continue its normal and planned operations. SSTC will need to generate and sustain significant revenue levels in future periods in order to become profitable, and, even if SSTC does, SSTC may not be able to maintain or increase our level of profitability. SSTC anticipates that its operating expenses will increase substantially in the foreseeable future as SSTC undertakes increased consultancy work and acquisition activities and increases its marketing and sales efforts to drive an increase in the number of customers and clients utilizing SSTC’s services. These expenditures will make it necessary for SSTC to continue to raise additional working capital and make it harder for us to achieve and maintain profitability. SSTC’s efforts to grow SSTC’s business may be costlier than SSTC expects, and SSTC may not be able to generate sufficient revenue to offset our increased operating expenses. If SSTC is forced to reduce SSTC’s operating expenses, SSTC’s growth strategy could be compromised. SSTC may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications and delays and other unknown events. Accordingly, substantial doubt exists about SSTC’s ability to continue as a going concern and SSTC cannot assure you that SSTC will achieve sustainable operating profits as SSTC continues to expand SSTC’s infrastructure, further develop SSTC’s

marketing efforts, and otherwise implement SSTC’s growth initiatives. The net losses that SSTC incurs may fluctuate significantly from period to period. SSTC will need to generate significant additional revenue to achieve and sustain profitability. Even if SSTC achieves profitability, it cannot be sure that it will remain profitable for any substantial period of time.

SSTC’s ability to utilize its net operating loss carryforwards and tax credit carryforwards may be subject to limitations.

As of January 31, 2024, SSTC had net operating loss carryforwards and tax credit carryforwards of approximately $1,232,311. SSTC’s ability to use its federal and state NOLs to offset potential future taxable income and related income taxes that would otherwise be due is dependent upon SSTC’s generation of future taxable income, and SSTC and Verde cannot predict with certainty when, or whether, SSTC will generate sufficient taxable income to use all of its NOLs.

Under Section 382 and Section 383 of the Code and corresponding provisions of state law, if a corporation undergoes an “ownership change,” its ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. A Section 382 “ownership change” is generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period. SSTC may experience ownership changes in the future due to subsequent shifts in its stock ownership (some of which are outside of its control). Even if SSTC achieves profitability, it may not be able to utilize a material portion of SSTC’s, Verde’s or SSTC’s NOL carryforwards and other tax attributes, which could have a material adverse effect on cash flow and results of operations. Similar provisions of state tax law may also apply to limit SSTC’s use of accumulated state tax attributes. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, SSTC’s existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities.

SSTC’s ability to grow and compete in the future will be adversely affected if adequate capital is not available to it or not available on terms favorable to it.

The ability of SSTC to continue its normal and planned operations and to grow and compete will depend on the availability of adequate capital. SSTC cannot assure you that it will be able to obtain equity or debt financing on acceptable terms, or at all, to continue its normal and planned operations and to implement its growth strategy. As a result, SSTC cannot assure you that adequate capital will be available to continue its normal and planned operations and to finance its current growth plans, take advantage of business opportunities, or respond to competitive pressures, any of which could harm its business.

SSTC will need substantial additional funding to continue its operations, which could result in dilution to its stockholders. SSTC may not be able to raise capital when needed, if at all, which could cause it to have insufficient funds to pursue its operations, or to delay, reduce or eliminate its development of new programs or commercialization efforts.

SSTC expects to incur additional costs associated with continuing to operate as a public company and to require substantial additional funding to continue to pursue its business and continue with its expansion plans. SSTC may also encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may increase its capital needs and/or cause it to spend its cash resources faster than expected. Accordingly, SSTC expects that it will need to obtain substantial additional funding in order to continue its operations. To date, SSTC has financed its operations entirely through equity and debt investments by founders and other investors and the incurrence of debt, and it expects to continue to do so in the foreseeable future. Additional funding from those or other sources may not be available when or in the amounts needed, on acceptable terms, or at all. If SSTC raises capital through the sale and issuance of equity, or securities convertible into equity, it would result in dilution to its existing stockholders, which could be significant depending on the price at which it may be able to sell and issue its securities. If it raises additional capital through the incurrence of additional indebtedness, it would likely become subject to further covenants that could restricting its business activities, and holders of debt instruments will likely have rights and privileges senior to those of its equity investors. In addition, servicing the interest and principal repayment obligations under debt facilities could divert funds that would otherwise be available to support

development of new programs and marketing to current and potential new clients. If SSTC is unable to raise capital when needed or on acceptable terms, it could be forced to delay, reduce or eliminate development of new programs or future marketing efforts. Any of these events could significantly harm SSTC’s business, financial condition and prospects.

Without obtaining adequate capital funding or improving its financial performance, SSTC may not be able to continue as a going concern.

The report of SSTC’s independent registered public accounting firm on its consolidated financial statements as of and for the year ended April 30, 2023 and the notes to SSTC’s financial statements for the quarterly period ended January 31, 2024, each include an explanatory paragraph indicating that there is substantial doubt about its ability to continue as a going concern. If it is unable to raise sufficient capital when needed, its business, financial condition and results of operations will be materially and adversely affected, and it will need to significantly modify its operational plans to continue as a going concern. The inclusion of a going concern explanatory paragraph by SSTC’s auditors, its lack of cash resources and its potential inability to continue as a going concern may materially adversely affect its share price and its ability to raise new capital or to enter into critical contractual relations with third parties. If it is unable to continue as a going concern, it might have to liquidate its assets and the values it receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its financial statement.

Increased operating and capital costs could affect SSTC’s profitability.

Costs at any particular mining location are subject to variation due to a number of factors, such as variable ore grade, changing metallurgy and revisions to mine plans in response to the physical shape and location of the ore body, as well as the age and utilization rates for the mining and processing related facilities and equipment. In addition, costs are affected by the price and availability of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel, concrete and mining and processing related equipment and facilities. Commodity costs are, at times, subject to volatile price movements, including increases that could make production at certain operations less profitable. Further, changes in laws and regulations can affect commodity prices, uses and transport. Reported costs may also be affected by changes in accounting standards. A material increase in costs at any significant location could have a significant effect on SSTC’s profitability and operating cash flow.

SSTC could have significant increases in capital and operating costs over the next several years in connection with the development of new projects and in the sustaining and/or expansion of existing mining and processing operations. Costs associated with capital expenditures may increase in the future as a result of factors beyond our control. Increased capital expenditures may have an adverse effect on the profitability of and cash flow generated from existing operations, as well as the economic returns anticipated from new projects.

SSTC may seek to grow through acquisitions.

SSTC may seek to grow through acquisitions. Factors which may affect its ability to grow successfully through acquisitions include:

•        inability to obtain financing;

•        difficulties and expenses in connection with integrating the acquired companies and achieving the expected benefits;

•        diversion of management’s attention from current operations;

•        the possibility that it may be adversely affected by risk factors facing the acquired companies;

•        acquisitions could be dilutive to earnings, or in the event of acquisitions made through the issuance of the SSTC Common Stock to the stockholders of the acquired company, dilutive to the percentage of ownership of its existing stockholders;

•        potential losses resulting from undiscovered liabilities of acquired companies not covered by the indemnification that it may obtain from the seller; and

•        loss of key employees of the acquired companies.

Unfavorable general economic conditions may materially adversely affect SSTC’s business.

While it is difficult for SSTC to predict the impact of general economic conditions on its business, these conditions could reduce customer demand for some of its products or services which could cause its revenue to decline. Also, SSTC’s customers that are especially reliant on the credit and capital markets may not be able to obtain adequate access to credit or equity funding, which could affect their ability to make timely payments to SSTC. Moreover, SSTC relies on obtaining additional capital and/or additional funding to provide working capital to support its operations. SSTC regularly evaluates alternative financing sources. Further changes in the commercial capital markets or in the financial stability of its investors and creditors may impact the ability of its investors and creditors to provide additional financing. For these reasons, among others, if the economic conditions stagnate or decline, SSTC’s operating results and financial condition could be adversely affected.

Economic and political conditions may cause fluctuations of the future prices, supply, and demand for oil and gas, which may negatively affect SSTC’s revenues.

Revenues generated from SSTC’s oil and gas production activities in the oil and gas industry will be highly dependent upon the future prices and demand for oil and gas. Factors which may affect prices and demand for oil and gas include, but are not limited to, the worldwide supply of oil and gas; the price of oil and gas produced in the United States or imported from foreign countries; consumer demand for oil and gas; the price and availability of alternative fuels; federal and state regulation; and general, national and worldwide economic political conditions.

Commodity price declines may result in reduced profits.

Commodity prices have a significant impact on the present value of SSTC’s operations. To the extent oil and gas price declines indicate a reduction of the estimated useful life or estimated future cash flows of SSTC’s assets, its assets may be impaired.

Prices and markets for oil and natural gas are unpredictable and tend to fluctuate significantly, which could reduce the value of SSTC’s assets.

Oil and natural gas are commodities whose prices are determined based on world demand, supply, and other factors, all of which are beyond SSTC’s control. World prices for oil and natural gas have fluctuated widely in recent years and saw significant decreases in 2020, but have seen significant increases in 2021 and 2022. SSTC expects that prices will continue to fluctuate in the future. Price fluctuations will have a significant impact on SSTC’s revenue, the return from SSTC’s reserves and on SSTC’s financial condition generally. Price fluctuations for oil and natural gas commodities may also impact the investment market for companies engaged in the oil and gas industry. Decreases in the prices of oil and natural gas may have a material adverse effect on SSTC’s assets and SSTC’s cash flows.

Changes in the regulatory environment could have a material adverse effect on SSTC’s business.

Changes in the regulatory environment could have a material adverse effect on SSTC’s business. SSTC’s exploration, development, production and marketing operations are subject to extensive environmental regulation at the federal, state and local levels including those governing emissions to air, wastewater discharges, hazardous and solid wastes, remediation of contaminated soil and groundwater, protection of surface and groundwater, land reclamation and preservation of natural resources. Under these laws and regulations, SSTC could be held liable for personal injuries, property damage and other damages. Failure to comply with these laws and regulations may also result in the suspension or termination of SSTC’s operations and subject us to administrative, civil, and criminal penalties, including the assessment of natural resource damages. Environmental and other governmental laws and regulations also increase the costs to plan, permit, design, drill, install, operate and abandon oil and natural gas wells and related facilities. Moreover, public interest in environmental protection has increased in recent years, and environmental organizations have opposed, with some success, certain drilling projects, leading to delays, which could have an adverse effect to SSTC’s daily operations.

SSTC intends to drill new wells and re-work existing wells and governmental regulation may limit or otherwise affect the market for wells’ production and the price which may be paid for that production and could adversely affect the SSTC’s drilling operations.

SSTC intends to drill new wells and re-work existing wells. However, the oil and gas business is subject to extensive governmental regulation under which, among other things, rates of production from SSTC’s wells may be fixed. Governmental regulation also may limit or otherwise affect the market for wells’ production and the price which may be paid for the production and could adversely affect the day-to-day drilling operations. The nature and extent of various regulations, the nature of other political developments and their overall effect upon SSTC are not predictable.

Risks Related to the Ownership of SSTC’s Common Stock

SSTC is a public company and an active, liquid, and orderly market for the SSTC Common Stock may not develop, and you may not be able to sell your SSTC Common Stock. The market price of the SSTC Common Stock may be highly volatile, and you may not be able to sell your shares.

The trading price of the SSTC Common Stock is likely to be highly volatile and could be subject to wide fluctuations in price in response to various factors, many of which are beyond SSTC’s control, including:

•        SSTC’s failure to increase the sales of its product or generate revenues in SSTC;

•        unanticipated serious safety concerns related to the use of SSTC’s product and SSTC’s operations;

•        introduction of new products, operations or services offered by SSTC or its competitors;

•        announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by its competitors;

•        announcements of technological advancements or innovations in ExaBreath technology and combined company operations;

•        SSTC’s ability to effectively manage growth;

•        the size and growth of SSTC’s target markets;

•        actual or anticipated quarterly variations in SSTC’s or its competitors’ results of operations;

•        failure to meet estimates or recommendations by securities analysts who cover SSTC’s stock;

•        failure to meet SSTC’s own financial estimates;

•        accusations that SSTC has violated a law or regulation;

•        recalls of SSTC’s products or changes in SSTC’s operations;

•        significant litigation, including stockholder litigation or litigation related to intellectual property;

•        SSTC’s cash position;

•        any delay in any regulatory filings for SSTC or future products or operations and any adverse development or perceived adverse development with respect to the applicable regulatory authority’s review of such products and operations;

•        adverse regulatory decisions, including failure to receive regulatory approval or clearance of SSTC’s planned and future products or operations or maintain regulatory approval or clearance for its existing products and operations;

•        changes in laws or regulations applicable to combined company’s products and operations;

•        adverse developments concerning SSTC’s suppliers or distributors;

•        SSTC’s inability to obtain adequate supplies of its product or obtain adequate supplies to maintain and enhance operations or inability to do so at acceptable prices;

•        SSTC’s inability to establish and maintain collaborations if needed;

•        changes in the market valuations of similar companies;

•        overall performance of the equity markets;

•        sales of large blocks of SSTC Common Stock, including sales by SSTC’s executive officers, directors, and significant stockholders;

•        trading volume of SSTC’s Common Stock;

•        additions or departures of key personnel;

•        changes in accounting principles;

•        ineffectiveness of SSTC’s internal controls;

•        general market conditions and other factors, including factors unrelated to SSTC’s operating performance or the operating performance of its competitors; and

•        other events or factors, many of which are beyond SSTC’s control.

In addition, the stock market in general and the market for exploration and production companies in particular have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Further, the factors that may materially affect the market price of shares of SSTC Common Stock are beyond SSTC’s control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industry in which SSTC operates, or sales of shares of SSTC’s Common Stock. These broad market and industry factors may seriously harm the market price of SSTC’s Common Stock, regardless of its operating performance. In the past, following periods of volatility in the market, securities class action litigation has often been instituted against companies. Such litigation, if instituted against SSTC, could result in substantial costs and diversion of management’s attention and resources, which could materially adversely affect its business, financial condition, and results of operations.

If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about SSTC, its business or its market, its stock price and trading volume could decline.

The trading market for SSTC’s Common Stock will be influenced by the research and reports that equity research analysts publish about it and its business. Equity research analysts may elect not to provide research coverage of SSTC’s Common Stock after the completion of the Merger, and such lack of research coverage may adversely affect the market price of the SSTC Common Stock. In the event it does have equity research analyst coverage, SSTC will not have any control over the analysts or the content and opinions included in their reports. The price of SSTC’s Common Stock could decline if one or more equity research analysts downgrade its stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of SSTC or fails to publish reports on it regularly, demand for the SSTC Common Stock could decrease, which in turn could cause its stock price or trading volume to decline.

Future sales of shares by existing stockholders could cause SSTC’s stock price to decline.

If existing securityholders of SSTC and Verde sell, or indicate an intention to sell, substantial amounts of SSTC’s Common Stock in the public market after legal restrictions on resale discussed in this proxy statement/prospectus lapse, the trading price of the SSTC Common Stock could decline. Based on shares outstanding of SSTC Common Stock as of April 1, 2024 and shares expected to be issued upon completion of the Merger, SSTC is expected to have outstanding a total of approximately 91,376,953 shares of SSTC Common Stock immediately following the completion of the Merger. All other outstanding shares of SSTC Common Stock, other than shares held by affiliates of SSTC, will be freely tradable, without restriction, in the public market. In addition, shares of SSTC Common Stock that are subject to outstanding options of Enliven will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements and Rules 144 and 701 under the Securities Act. If these shares are sold, the trading price of SSTC’s Common Stock could decline.

SSTC will have broad discretion in the use of the cash and cash equivalents of SSTC and may invest or spend the proceeds in ways with which you do not agree and in ways that may not increase the value of your investment.

SSTC will have broad discretion over the use of the cash and cash equivalents of SSTC. You may not agree with SSTC’s decisions, and its use of the proceeds may not yield any return on your investment. SSTC’s failure to apply these resources effectively could compromise its ability to pursue its growth strategy and SSTC might not be able to yield a significant return, if any, on its investment of these net proceeds. You will not have the opportunity to influence its decisions on how to use SSTC’s cash resources.

SSTC’s internal control over financial reporting is not currently effective and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on SSTC’s business and share price.

SSTC is required to design and maintain internal controls over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act (“Section 404(a)”). SSTC’s management is required to report on the effectiveness of SSTC’s internal control over financial reporting. The rules governing the standards that must be met for SSTC’s management to assess SSTC’s internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

SSTC’s management assessed the effectiveness of its internal control over financial reporting as of April 30, 2023. SSTC’s management’s assessment of internal control over financial reporting was conducted using the criteria in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In performing the assessment, SSTC’s management concluded that, as of April 30, 2023, SSTC’s internal control over financial reporting was ineffective based on these criteria as, due SSTC’s limited staff, SSTC does not have effective policies and procedures in place to provide adequate, independent oversight over financial reporting, timely preparation and review of accounting records. In addition, SSTC currently does not have sufficient staff to maintain appropriate segregation of duties, as it pertains to application and oversight of internal control processes. SSTC’s management has concluded that, due to such material weakness, SSTC’s internal controls over financial reporting were not effective as of April 30, 2023. SSTC’s management believes that these material weaknesses did not have an effect on SSTC’s financial results. However, SSTC’s management believes that these material weaknesses resulted in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in SSTC’s financial statements in future periods. SSTC’s management recognizes that its controls and procedures would be substantially improved if SSTC had adequate staffing and an audit committee and as such is actively seeking to remediate this issue.

As the SSTC grows and its operations increase, it is important for management to establish, document and communicate consistent processes over financial reporting to ensure accuracy over financial data and to prevent and detect fraud. In an effort to remediate the identified material weaknesses and other deficiencies and enhance its internal controls, as SSTC grows and operations increase and as sufficient funds become available to it, SSTC plans to increase its personnel resources and technical accounting expertise within the accounting function, including hiring a chief financial officer, to allow for sufficient oversight and segregation of duties consistent with control objectives; and recruit and appoint one or more outside directors to serve on the SSTC Board of Directors, who shall be appointed to an audit committee resulting in a fully functioning audit committee, who will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management.

Such changes may not, however, be effective in establishing the adequacy of our internal control over financial reporting. If the material weakness is not adequately remedied, or if SSTC identifies further material weaknesses in its internal controls, its failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in its financial statements and a failure to meet its reporting and financial obligations, each of which could have a material adverse effect on its financial condition and the trading price of the SSTC Common Stock. In addition, investors’ perceptions that our internal control over financial reporting is inadequate or that we are unable to produce accurate financial statements may materially adversely affect the price of our securities.

Future issuances of debt or equity securities, and the issuance of a large number of shares in the Merger, may adversely affect SSTC stockholders.

SSTC’s ability to execute its business strategy depends on SSTC’s access to an appropriate blend of debt financing, which may include secured and unsecured debt, and equity financing, which may include shares of common and preferred stock. The interests of SSTC’s existing stockholders will be diluted when SSTC issues shares to Verde stockholders as part of the Merger. The interests of SSTC’s existing stockholders could be diluted if SSTC issues additional equity securities to finance future loan investments, to repay indebtedness or for other reasons. In addition, if SSTC decides in the future to issue debt or equity securities that rank senior to shares of SSTC Common Stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting SSTC’s operating flexibility. Also, any convertible or exchangeable securities that SSTC issues in the future may have rights, preferences and privileges more favorable than those of SSTC Common Stock and may result in further dilution to SSTC’s stockholders. SSTC and, indirectly, SSTC’s stockholders, will bear the cost of issuing and servicing such securities. Because SSTC’s decision to issue debt or equity securities in any future offering will

depend on market conditions and other factors beyond SSTC’s control, SSTC cannot predict or even estimate the amount, timing or nature of its future capital offerings. Thus, SSTC’s stockholders will bear the risk of SSTC’s future offerings reducing the market price of shares of SSTC Common Stock and diluting the value of their investments.

The SSTC Amended and Restated Articles of Incorporation will generally provide that the courts of the State of Nevada are the exclusive forum for substantially all disputes between SSTC and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with SSTC or its directors, officers or other employees.

The SSTC Amended and Restated Articles of Incorporation will provide that, unless SSTC consents in writing to the selection of an alternative forum, the courts of the State of Nevada, is the sole and exclusive forum for the following types of proceedings: (1) any derivative action or proceeding brought on SSTC’s behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of SSTC’s directors, officers, employees or stockholders to the company or its stockholders, (3) any action asserting a claim arising pursuant to any provision of the NRS or as to which the NRS confers jurisdiction on the courts of the State of Nevada or (4) any action asserting a claim arising pursuant to any provision of SSTC’s Amended and Restated Articles of Incorporation (in each case, as they may be amended from time to time) or governed by the internal affairs doctrine. This choice of forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which federal courts have exclusive jurisdiction.

This exclusive forum provision may make it more expensive for stockholders to bring a claim than if the stockholders were permitted to select another jurisdiction and may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with SSTC or its directors, officers or other employees or stockholders, which may discourage such lawsuits against SSTC and its directors, officers and other employees and stockholders. Alternatively, if a court were to find the choice of forum provision contained in SSTC’s restated articles of incorporation to be inapplicable or unenforceable in an action, SSTC may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect its business, financial condition and results of operations.

Some provisions of the SSTC Amended and Restated Articles of Incorporation may deter takeover attempts, which may inhibit a takeover that stockholders consider favorable and limit the opportunity of SSTC stockholders to sell their shares at a favorable price.

Under the SSTC Amended and Restated Articles of Incorporation, the SSTC Board of Directors will be able to issue additional shares of common or preferred stock without a future stockholder vote. This makes it possible for the SSTC Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire SSTC by means of a merger, tender offer, proxy contest or otherwise, including a transaction in which SSTC stockholders would receive a premium over the market price for their shares and/or any other transaction that might otherwise be deemed to be in their best interests, and thereby protects the continuity of SSTC management and limits an investor’s opportunity to profit by their investment in SSTC. Specifically, if in the due exercise of its fiduciary obligations, the SSTC Board of Directors were to determine that a takeover proposal was not in SSTC’s best interest, shares could be issued by the SSTC Board of Directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by:

•        diluting the voting or other rights of the proposed acquirer or insurgent stockholder group; or

•        putting a substantial voting block in institutional or other hands that might undertake to support the incumbent SSTC Board of Directors.

After completion of the Merger, Mr. Cox will have the ability to control or significantly influence all matters submitted to SSTC’s stockholders for approval.

Upon the completion of the Merger, it is anticipated that Mr. Cox, who will become SSTC’s President, Chief Executive Officer and Chief Financial Officer and sole director will, in the aggregate, beneficially own 62.52% of the voting power of SSTC’s outstanding shares of capital stock entitled to vote on matters submitted to SSTC’s stockholders. As a result, Mr. Cox will be able to control or significantly influence all matters submitted to SSTC’s stockholders for approval, as well as SSTC’s management and affairs. For example, Mr. Cox will be able to control or significantly influence the election of directors and approval of any merger, consolidation or sale of all or substantially all of SSTC’s assets. This concentration of voting power could delay or prevent an acquisition of SSTC on terms that other stockholders may desire.

Provisions that will be in SSTC’s Amended and Restated Articles of Incorporation, SSTC’s Amended and Restated Bylaw, and certain provisions under Nevada law could make an acquisition of SSTC, which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove its management.

Provisions that will be included in SSTC’s articles of incorporation and bylaws may discourage, delay or prevent a merger, acquisition or other change in control of SSTC that stockholders may consider favorable, including transactions in which the SSTC Common Stockholders might otherwise receive a premium price for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of SSTC’s Common Stock, thereby depressing the market price of the SSTC Common Stock. In addition, because the SSTC board of directors will be responsible for appointing the members of SSTC’s management team, these provisions may frustrate or prevent any attempts by SSTC’s stockholders to replace or remove its current management by making it more difficult for stockholders to replace members of the SSTC board of directors. Among other things, these provisions:

•        provide that only the SSTC Board of Directors can set the authorized number of directors serving on the SSTC Board of Directors only to the SSTC Board of Directors;

•        provide that stockholders can only remove directors from SSTC Board of Directors for cause;

•        provide that only the SSTC Board of Directors or President can call stockholder meetings;

•        authorize the SSTC Board of Directors to amend the SSTC Amended and Restated Articles of Incorporation to increase the number of authorized shares of capital stock without stockholder approval;

•        provide that only the SSTC Board of Directors can fill vacancies on the SSTC Board of Directors; and

•        authorize the SSTC Board of Directors to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by the SSTC Board of Directors.

SSTC’s rights and the rights of SSTC’s stockholders to take action against SSTC’s directors and officers are limited.

SSTC’s Amended and Restated Articles of Incorporation will provide that to the maximum extent permitted by Nevada law in effect from time to time to limit the liability of directors and officers of a corporation, no present or former director or officer of SSTC shall be liable to SSTC or to any stockholder for money damages.

SSTC’s Amended and Restated Articles of Incorporation will also require SSTC to indemnify, to the maximum extent permitted by Nevada law, any present or former director or officer who is made or threatened to be made a party to a proceeding by reason of his or her service in these and certain other capacities. In addition, SSTC may be obligated to pay or reimburse the expenses incurred by its present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to indemnification.

As a result, SSTC and its stockholders may have more limited rights against its present and former directors and officers than might otherwise exist absent the provisions in SSTC’s Amended and Restated Articles of Incorporation or that might exist with other companies, which could limit SSTC’s stockholders’ recourse in the event of actions not in their best interest.

General Risk Factors

SSTC is an emerging growth company, and it cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make the SSTC Common Stock less attractive to investors.

SSTC are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as SSTC continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in this annual report

and SSTC’s periodic reports and proxy statements and exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. SSTC could be an emerging growth company for up to five years following the year in which it became a public company, although circumstances could cause it to lose that status earlier. SSTC will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of SSTC’s public offering, (b) in which it has total annual gross revenue of at least $1.07 billion or (c) in which it is deemed to be a large accelerated filer, which requires the market value of SSTC Common Stock that is held by non-affiliates to exceed $700.0 million as of the prior June 30th, and (ii) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

SSTC incurs significant increased costs as a result of operating as a public company, and its management is required to devote substantial time to compliance initiatives.

As a public company, SSTC incurs significant legal, accounting, and other expenses that it did not incur as a private company. SSTC is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require, among other things, that it files with the SEC, annual, quarterly, and current reports with respect to its business and financial condition. In addition, the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), as well as rules subsequently adopted by the SEC to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring that it evaluate and determine the effectiveness of its internal control over financial reporting, which began with SSTC’s annual report for the year ending April 30, 2019. Further, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), was enacted. There are significant corporate governance and executive compensation related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas such as “say on pay” and proxy access. Emerging growth companies are permitted to implement many of these requirements over a longer period and up to five years after we became a public company. SSTC intends to take advantage of this legislation but cannot guarantee that it will not be required to implement these requirements sooner than anticipated or planned and thereby incur unexpected expenses. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which it operates its business in ways SSTC cannot currently anticipate.

SSTC expects the rules and regulations applicable to public companies to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of SSTC’s management and personnel from other business concerns, it could have a material adverse effect on its business, financial condition, and results of operations. The increased costs will decrease its net income or increase its net loss and may require it to reduce costs in other areas of its business or increase the prices of SSTC’s products or services. For example, SSTC expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance, and it may be required to incur substantial costs to maintain the same or similar coverage. SSTC cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for it to attract and retain qualified persons to serve on the SSTC Board of Directors, its board committees, or as executive officers.

If SSTC has material weaknesses in its internal control over financial reporting, it may not detect errors on a timely basis and its financial statements may be materially misstated. SSTC is in the process of designing and implementing its internal control over financial reporting in which the process will be time-consuming, costly, and complicated. Until such time as it is no longer an “emerging growth company,” its auditors will not be required to attest as to its internal control over financial reporting. If SSTC identifies material weaknesses in its internal control over financial reporting, if it is unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, if it is unable to assert that its internal control over financial reporting is effective or, once required, if its independent registered public accounting firm is unable to attest that its internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of its financial reports and the market price of the SSTC Common Stock could decrease. SSTC could also become subject to stockholder or other third-party litigation, as well as investigations by any stock exchange on which SSTC’s securities may trade, the SEC or other regulatory authorities, which could require additional financial and management resources and could result in fines, trading suspensions or other remedies.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus, including information included or incorporated by reference in this joint proxy statement/prospectus, contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions are forward-looking statements and any statements regarding the benefits of SSTC’s or Verde’s future financial condition, results of operations and business are also forward-looking statements. Without limiting the generality of the preceding sentence, certain statements contained in this joint proxy statement/prospectus in the sections “The Merger — Background of the Merger” beginning on page 72 and “The Merger — Recommendation of the Verde Board of Directors and Its Reasons for the Merger and the Other Transactions” beginning on page 75 of this joint proxy statement/prospectus constitute forward-looking statements. These forward-looking statements are based upon SSTC’s and Verde’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond SSTC’s and Verde’s control. These include the factors described above in “Risk Factors,” as well as:

•        the factors referenced in this joint proxy statement/prospectus, including those set forth under the section titled “Risk Factors”;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the failure to satisfy the closing conditions;

•        the fact that, following the Merger, SSTC intends to shift the focus of its business from a medical device industry to the oil, gas and mineral industries, which SSTC will expose SSTC and its stockholders to new risks related to doing business in the oil, gas and mineral industries;

•        the fact that SSTC and Verde each have a limited operating history;

•        the fact that SSTC and Verde have experienced net losses since inception and, following the Merger, SSTC may experience additional losses;

•        each company’s expectations that SSTC’s stockholders and Verde’s stockholders will benefit from the Merger;

•        SSTC’s and Verde’s ability to consummate the Merger and realize the anticipated benefits of the Merger;

•        the likelihood that SSTC and Verde will complete the Merger;

•        the risk that the anticipated benefits from the Merger may not be realized or may take longer to realize than expected, including as a result of the failure to obtain the required approval of the Verde stockholders;

•        unexpected costs or unexpected liabilities that may arise from the Merger, whether or not completed;

•        the unaudited pro forma condensed combined financial data of SSTC included in this joint proxy statement/ prospectus is preliminary, and the combined company’s actual financial position and operations after the Merger may differ materially from the unaudited pro forma financial data included in this joint proxy statement/prospectus;

•        the impact of epidemics, pandemics or outbreaks of an illness, disease or virus on SSTC’s and Verde’s business, including lockdowns and similar mandates;

•        changes in the debt or equity markets, the general economy or the oil, gas and mineral industries as a result of market events or otherwise, including economic trends impacting parking facilities;

•        the availability of capital and debt financing generally and any failure to obtain debt financing on favorable terms, or at all, or a failure to satisfy the conditions, covenants and requirements of that debt;

•        changes in interest rates;

•        limitations on SSTC’s ability to raise additional capital at reasonable costs to repay its debt;

•        changes in the security of cash flows of SSTC;

•        actual and potential conflicts of interest with SSTC’s executive officers, directors and their affiliates and other related persons;

•        changes in environmental laws or in their interpretation or enforcement as a result of climate change or otherwise; and

•        other legislative and regulatory changes, including changes to the IRC and related rules, regulations and interpretations.

The foregoing list of factors is not exhaustive. All subsequent written and oral forward-looking statements concerning SSTC, Verde and the Merger or other matters attributable to SSTC or Verde or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Neither SSTC nor Verde undertakes any obligation to update publicly any of these forward-looking statements to reflect events or circumstances that may arise after the date of this joint proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. You should not place undue reliance on SSTC’s and Verde’s forward-looking statements.

All forward-looking statements, expressed or implied, included in this joint proxy statement/prospectus are expressly qualified in their entirety by this cautionary statement, as well as any cautionary statements included elsewhere in this joint proxy statement/prospectus, including in documents incorporated herein. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that SSTC, Verde or persons acting on behalf of either SSTC’s and Verde’s may issue.

Except as otherwise required by law, SSTC and Verde do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

DESCRIPTION OF SSTC SECURITIES

The following summarizes the material terms of SSTC securities as will be set forth in the SSTC Amended and Restated Articles of Incorporation and the SSTC Amended and Restated Bylaws, which will govern the rights of holders of SSTC securities if the SSTC Articles of Incorporation A&R Proposal and Merger Proposal are each approved and the Merger is thereafter completed. Copies of the forms of the SSTC Amended and Restated Articles of Incorporation and SSTC Amended and Restated Bylaws are attached as Annex B and Annex C, respectively, to this joint proxy statement/prospectus. Effective immediately prior to the Effective Time and assuming the approval of the SSTC Articles of Incorporation A&R Proposal and Merger Proposal, the SSTC Board of Directors has designated and authorized the issuance of the SSTC Class A Preferred Stock and SSTC Class B Preferred Stock, the terms of which are set forth in Certificates of Designations. Copies of the forms of the Certificates of Designations for the SSTC Class A Preferred Stock and SSTC Class B Preferred Stock are attached as Annex D and Annex E, respectively, to this joint proxy statement/prospectus. While we believe that the following description covers the material terms of the SSTC securities, it may not contain all of the information that is important to you. We encourage you to read carefully this entire document, the forms of SSTC Amended and Restated Articles of Incorporation, SSTC Amended and Restated Bylaws and Certificates of Designations and the other documents we refer to for a more complete understanding of the SSTC securities following the Merger.

General

The SSTC Amended and Restated Articles of Incorporation will provide that SSTC may issue up to 2,000,000,000 shares of capital stock, consisting of up to 1,850,000,000 shares of SSTC Common Stock and up to 150,000,000 shares of preferred stock, par value $0.001 per share. Prior to the Merger and subject to the approval of the SSTC A&R Proposal and Merger Proposal, the SSTC Board of Directors has designated and authorized the issuance of up to 2,000 shares of SSTC Class A Preferred Stock and 10,000 shares of SSTC Class B Preferred Stock. The SSTC Amended and Restated Articles of Incorporation allows the SSTC Board of Directors at any time, and from time to time, without stockholder approval, to amend the SSTC Amended and Restated Articles of Incorporation to increase or decrease the aggregate number of shares or shares of any class capital stock that SSTC has authority to issue. In addition, the SSTC Board of Directors is authorized to issue additional shares of SSTC Common Stock or preferred stock and to classify or reclassify unissued preferred stock and thereafter to issue the classified or reclassified shares without stockholder approval, unless stockholder approval is required by applicable law or the rules of any stock exchange or automated quotation system on which SSTC’s securities may be listed or traded. Although SSTC has no present intention of doing so, SSTC could issue a class or series of shares of stock that could delay, deter or prevent a transaction or a change in control that might involve a premium price for holders of shares of SSTC Common Stock or might otherwise be in their best interests. The powers (including voting powers), designations, preferences, and relative, participating, optional and other special rights of each series of preferred stock and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The SSTC Board of Directors will be authorized, subject to limitations prescribed by applicable law and without further SSTC stockholder approval, to increase the number of authorized shares of capital stock.

Following the Merger and the other Transactions, (i) 91,376,953 shares of SSTC Common Stock will be issued and outstanding assuming the issuance by SSTC of 6,917,770 shares of SSTC Common Stock in the Merger and the other Transactions, (ii) 1,664 shares of SSTC Class A Preferred Stock will be issued and outstanding, (iii) 5,345 shares of SSTC Class B Preferred Stock will be issued and outstanding.

Common Stock

The holders of SSTC Common Stock will be entitled to one vote per share. In addition, the holders of SSTC Common Stock will be entitled to receive pro rata dividends, if any, declared by the SSTC Board of Directors out of legally available funds; however, the current policy of the SSTC Board of Directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of SSTC Common Stock are entitled to share ratably in all assets that are legally available for distribution. The holders of SSTC Common Stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of SSTC Common Stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the SSTC Board of Directors and issued in the future.

Preferred Stock

Following the Merger and the other Transactions, there will be 1,664 shares of SSTC Class A Preferred Stock and 5,345 shares of SSTC Class B Preferred Stock outstanding.

SSTC Class A Preferred Stock

Voting Rights.    Each share of SSTC Class A Preferred Stock will be entitled to 100,000 votes per share and have the right to vote on all matters submitted to a vote of stockholders of SSTC, and will vote together with the SSTC Common Stock, as a single class.

Dividends.    When and as any dividend or distribution is declared or paid by SSTC to holders of SSTC Common Stock, whether payable in cash, property, securities or rights to acquire securities, the SSTC Class A Preferred Stock holders will be entitled to participate with the holders of SSTC Common Stock in such dividend or distribution. At the time such dividend or distribution is payable to holders of SSTC Common Stock, SSTC will pay to each holder of SSTC Class A Preferred Stock such holder’s share of such dividend or distribution equal to the amount of the dividend or distribution per share of SSTC Common Stock payable at such time multiplied by the number of shares of SSTC Common Stock the shares of SSTC Class A Preferred Stock held by such holder are convertible into.

Liquidation.    In the event of liquidation, dissolution or winding up of SSTC, either voluntary or involuntary, the holders of the SSTC Class A Preferred Stock entitled, by reasons of their ownership of SSTC Class A Preferred Stock, to receive the preferential amount, prior and in preference to any distribution of any of the assets of SSTC to the holders of SSTC Class A Preferred Stock and SSTC Common Stock, shall be paid such preferential amount prior to any distribution of assets of SSTC to the holders of such SSTC Class A Preferred Stock and SSTC Common Stock.

Conversion Rights.    Subject to adjustments, each share of SSTC Class A Preferred Stock will be convertible, at the option of the holder thereof, at any time after the date of issuance of such share into one share of fully paid and non-assessable share of SSTC Common Stock.

SSTC Class B Preferred Stock

Voting Rights.    The shares of SSTC Class B Preferred Stock will be entitled to vote together with the SSTC Common Stock on an as-converted basis and have the right to vote on all matters submitted to a vote of stockholders of SSTC.

Dividends.    Each share of SSTC Class B Preferred Stock will be entitled to receive and SSTC must pay, cumulative dividends of ten percent (10%) per annum, payable quarterly, beginning on the date of the first issuance of any share of SSTC Class B Preferred Stock regardless of the number of transfer of any particular shares of SSTC Class B Preferred Stock and regardless of the number of certificates which may be issued to evidence such SSTC Class B Preferred Stock, and ending on the date that such share of SSTC Class B Preferred Stock has been converted or redeemed.

Liquidation.    In the event of liquidation, dissolution or winding up of SSTC, either voluntary or involuntary, the holders of the SSTC Class B Preferred Stock entitled, by reasons of their ownership of SSTC Class B Preferred Stock, to receive out of the assets, whether capital or surplus of SSTC, an amount equal to the stated value as stated in the certificate of designation, plus any accrued and unpaid dividends any other fees or liquidated damages due, for each share of SSTC Class B Preferred Stock owned before any distribution or payment is made to the holders of SSTC Common Stock.

Conversion Rights.    The shares of SSTC Class B Preferred Stock will be convertible by dividing $1,200 by the conversion price, and such conversion price is the amount equal to the lower of $0.75 and 100% of the lowest volume-weighted average price (“VWAP”) of the shares of SSTC Common Stock during the fifteen (15) trading days immediately preceding, but not including, the date that such holder elects to convert in accordance with the terms of the certificate of designations for the SSTC Class B Preferred Stock.

SSTC Warrants

On January 27, 2022, Verde issued common stock purchase warrants (the “Verde Warrants”) to purchase up to a total of 63,157,895 shares of Verde Common Stock. Pursuant to the Merger Agreement, all Verde Warrants issued and outstanding at the Effective Time shall be treated as contemplated in the Verde Warrant by and between Verde and the Verde Warrant holder. The Verde Warrants fundamental transaction provision contemplates that if at any time while the Verde Warrant is outstanding, Verde effect any merger or consolidation (a “Fundamental Transaction”) then the holders of the Verde Warrant shall have certain rights as more fully described in the in the section titled “Assumption of the Verde Warrants” beginning on page 79 of this joint proxy statement/prospectus. At the Effective Time, SSTC will issue to the holder of the Verde Warrants, common stock purchase warrants (the “SSTC Warrants”) to purchase up to 210,526 shares of SSTC Common Stock at an exercise price of $0.75 per share. The SSTC Warrants will be subject to a beneficial ownership limitation of 4.99% of the number of shares of SSTC Common Stock outstanding immediately after giving effect to the issuance of shares of SSTC Common Stock issuable upon exercise of the SSTC Warrant.

Voting Rights.    The SSTC Warrants will not entitle the holder to any voting rights, dividends or other rights as a stockholder prior to exercise.

Transferability.    Subject to compliance with any applicable securities laws and the conditions set forth in SSTC Warrant, the SSTC Warrant and all rights (including, without limitation, any registration rights) will be transferable, in whole or in part.

Expiration Date.    The SSTC Warrants will expire on January 27, 2027.

Beneficial Ownership Limitation.    The beneficial ownership limitation shall be 4.99% of the number of shares of the SSTC Common Stock outstanding immediately after giving effect to the issuance of shares of SSTC Common Stock issuable upon exercise of the SSTC Warrant. The holder of the SSTC Warrant, upon notice to SSTC, may increase or decrease the beneficial ownership limitation provision in the SSTC Warrant, provided that the beneficial ownership limitation in no event exceeds 9.99% of the number of shares of the SSTC Common Stock outstanding immediately after giving effect to the issuance of shares of SSTC Common Stock upon exercise of the SSTC Warrant held by the holder of the SSTC Warrant and the provisions of the SSTC Warrant shall continue to apply.

Stock Dividends, Splits and Reclassifications.    If SSTC, at any time while the SSTC Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of SSTC Common Stock or any other equity or equity equivalent securities payable in shares of SSTC Common Stock (which, for avoidance of doubt, shall not include any shares of SSTC Common Stock issued by SSTC upon exercise of the SSTC Warrant), (ii) subdivides outstanding shares of SSTC Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of SSTC Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of SSTC Common Stock any shares of capital stock of SSTC, then in each case the exercise price shall be multiplied by a fraction of which the numerator shall be the number of shares of SSTC Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of SSTC Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of the SSTC Warrant shall be proportionately adjusted such that the aggregate exercise price of the SSTC Warrant shall remain unchanged.

Subsequent Equity Offerings.    If SSTC or any subsidiary thereof, as applicable, at any time while the SSTC Warrant is outstanding shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any SSTC Common Stock or SSTC Common Stock equivalents, at an effective price per share less than the exercise price then in effect, the number of shares issuable upon the exercise of the SSTC Warrant will be adjusted in accordance with the terms in set forth in the SSTC Warrant.

Subsequent Rights Offerings.    If at any time SSTC grants, issues or sells any SSTC Common Stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to all record holders of any class of shares of SSTC Common Stock, the number of shares issuable upon the exercise of the SSTC Warrant will be adjusted in accordance with the terms set forth in the SSTC Warrant.

Fundamental Transaction.    In the event of a Fundamental Transaction, as described in the SSTC Warrants, and generally including mergers and consolidations, the SSTC Warrant holder shall have the right to receive, for each share of SSTC Common Stock the SSTC Warrant was exercisable into immediately prior to the occurrence of the Fundamental Transaction, at the option of the holder of the SSTC Warrant, a number of shares of SSTC Common Stock receivable as a result of the Fundamental Transaction.

Listing and Stock Symbol

The SSTC Common Stock is listed on the OTCQB under the symbol of “SSTC”. SSTC does not intend to list the SSTC Class A Preferred Stock or SSTC Class B Preferred Stock on any securities exchange.

Transfer Agent and Registrar

The transfer agent and registrar for the SSTC Common Stock, SSTC Class A Preferred Stock and SSTC Class B Preferred Stock is VStock Transfer, LLC. The transfer agent and registrar’s address is 18 Lafayette Place, Woodmere, New York, New York 11598.

CERTAIN PROVISIONS OF NEVADA LAW AND OF THE SSTC AMENDED AND RESTATED ARTICLES OF INCORPORATION AND SSTC AMENDED AND RESTATED BYLAWS

The following summary of certain provisions of Nevada law and of the SSTC Amended and Restated Articles of Incorporation and the SSTC Amended and Restated Bylaws, to be in effect as of the Effective Time, does not purport to be complete and is subject to and qualified in its entirety by reference to Nevada law and the forms of SSTC Amended and Restated Articles of Incorporation, the SSTC Amended and Restated Bylaws and Certificates of Designations for the SSTC Class A Preferred Stock and SSTC Class B Preferred Stock, which are attached as Annex B, Annex C, Annex D and Annex E, respectively, to this joint proxy statement/prospectus. The provisions of the SSTC Amended and Restated Articles of Incorporation and the SSTC Amended and Restated Bylaws discussed in this joint proxy statement/prospectus, unless the context provides otherwise, are referring to the provisions of the SSTC Amended and Restated Articles of Incorporation and SSTC Amended and Restated Bylaws to be in effect as of the Effective Time.

Authorized and Outstanding Capital Stock

The SSTC Amended and Restated Articles of Incorporation will provide that SSTC may issue up to 2,000,000,000 shares of capital stock, consisting of up to 1,850,000,000 shares of SSTC Common Stock and up to 150,000,000 shares of preferred stock, par value $0.001 per share. Prior to the Merger and subject to the approval of the SSTC A&R Proposal and Merger Proposal, the SSTC Board of Directors has designated and authorized the issuance of up to 2,000 shares of SSTC Class A Preferred Stock and 10,000 shares of SSTC Class B Preferred Stock.

Common Stock

The holders of SSTC Common Stock will be entitled to one vote per share. In addition, the holders of SSTC Common Stock will be entitled to receive pro rata dividends, if any, declared by the SSTC Board of Directors out of legally available funds; however, the current policy of the SSTC Board of Directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of SSTC Common Stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of SSTC Common Stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of SSTC Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the SSTC Board of Directors and issued in the future.

Preferred Stock

The SSTC Amended and Restated Articles of Incorporation will authorize up to 150,000,000 shares of preferred stock, par value $0.001 per share. Shares of preferred stock may be issued from time to time in one or more series. Under the SSTC Amended and Restated Articles of Incorporation, the SSTC Board of Directors will be authorized to issue such series of shares of preferred stock without stockholder approval.

SSTC Class A Preferred Stock

The holders of shares of SSTC Class A Preferred Stock will be entitled to receive dividends equal to the amount of the dividend or distribution per share of SSTC Common Stock payable multiplied by the number of shares of SSTC Common Stock the shares of SSTC Class A Preferred Stock held by such holder are convertible into. Shares of SSTC Class A Preferred Stock will be convertible at a factor of one share of SSTC Class A Preferred Stock for one share of SSTC Common Stock. Each holder of SSTC Class A Preferred Stock will be entitled to cast 100,000 votes for every one share of SSTC Class A Preferred Stock held.

SSTC Class B Preferred Stock

Each share of SSTC Class B Preferred Stock will be entitled to receive and SSTC must pay, cumulative dividends of ten percent (10%) per annum, payable quarterly, beginning on the date of the first issuance of any share of SSTC Class B Preferred Stock regardless of the number of transfer of any particular shares of SSTC Class B Preferred Stock and regardless of the number of certificates which may be issued to evidence such SSTC Class B Preferred Stock, and ending on the date that such share of SSTC Class B Preferred Stock has been converted or redeemed. The shares of SSTC Class B Preferred Stock will be convertible into shares of SSTC Common Stock by dividing $1,200 by the conversion price, and such conversion price will be the amount equal to the lower of

$0.75 and 100% of the lowest VWAP of the shares of SSTC Common Stock during the fifteen (15) trading days immediately preceding, but not including, the date that such holder elects to convert in accordance with the terms of the certificate of designation for the SSTC Class B Preferred Stock. Each holder of SSTC Class B Preferred Stock will be entitled to vote with all holders of SSTC Common Stock on an as converted basis.

Anti-Takeover Effects of Nevada Law and our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws

The SSTC Amended and Restated Articles of Incorporation, SSTC Amended and Restated Bylaws and the Nevada Revised Statutes contain provisions that could delay or make more difficult an acquisition of control of SSTC not approved by the SSTC Board of Directors, whether by means of a tender offer, open market purchases, proxy contests or otherwise. These provisions have been implemented to enable SSTC to develop our business in a manner that will foster our long-term growth without disruption caused by the threat of a takeover not deemed by the SSTC Board of Directors to be in the best interest of the company and its stockholders. These provisions could have the effect of discouraging third parties from making proposals involving an acquisition or change of control of the company even if such a proposal, if made, might be considered desirable by a majority of its stockholders. These provisions may also have the effect of making it more difficult for third parties to cause the replacement of the current management without the concurrence of the SSTC Board of Directors.

Set forth below is a description of the provisions contained in the SSTC Amended and Restated Articles of Incorporation, SSTC Amended and Restated Bylaws and Nevada Revised Statutes that could impede or delay an acquisition of control of the company that the SSTC Board of Directors has not approved. This description is intended as a summary only and is qualified in its entirety by reference to the SSTC Amended and Restated Articles of Incorporation and SSTC Amended and Restated Bylaws, forms of which are attached as Annex B and Annex C, respectively, to this joint proxy statement/prospectus.

Power to Increase Authorized Shares and Classify, Reclassify and Issue Additional Shares

To permit SSTC increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise, the SSTC Amended and Restated Articles of Incorporation will allow the SSTC Board of Directors at any time, and from time to time, without stockholder approval, to amend the SSTC Amended and Restated Articles of Incorporation to increase or decrease the aggregate number of shares or shares of any class capital stock that SSTC has authority to issue. In addition, the SSTC Board of Directors will be authorized to issue additional shares of SSTC Common Stock or preferred stock and to classify or reclassify unissued preferred stock and thereafter to issue the classified or reclassified shares without stockholder approval, unless stockholder approval is required by applicable law or the rules of any stock exchange or automated quotation system on which SSTC’s securities may be listed or traded. Although SSTC has no present intention of doing so, SSTC could issue a class or series of shares of stock that could delay, deter or prevent a transaction or a change in control that might involve a premium price for holders of shares of SSTC Common Stock or might otherwise be in their best interests. As noted above, holders of shares of SSTC Common Stock will not have preemptive rights, which means they will have no right to acquire any additional shares that SSTC may issue at a subsequent date.

Authorized But Unissued Preferred Stock

After the Merger, SSTC will be authorized to issue a total of 150,000,000 shares of preferred stock. The SSTC Amended and Restated Articles of Incorporation provide that the SSTC Board of Directors may issue preferred stock by resolutions, without any action of the stockholders. In the event of a hostile takeover, the SSTC Board of Directors could potentially use this preferred stock to preserve control.

Filling Vacancies

The SSTC Amended and Restated Articles of Incorporation will provide that vacancies on the SSTC Board of Directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the next annual meeting of stockholders and until his successor is duly elected and qualified.

Removal of Directors

The provisions of the SSTC Amended and Restated Articles of Incorporation may make it difficult for SSTC’s stockholders to remove one or more of its directors. Nevada law and the SSTC Amended and Restated Articles of Incorporation provide that the entire SSTC Board of Directors, or any individual director, may be removed from office only for cause and by vote of the holders of capital stock representing not less than 75% of all of the votes entitled to be cast for the election of such director or with or without cause by the affirmative vote of 75% of the remaining members of the SSTC Board of Directors. Under Nevada law, whenever the holders of any class or series of shares are entitled to elect one or more directors, unless otherwise provided in the articles of incorporation, removal of any such director requires only two-thirds of the holders of that class or series, and not the votes of the outstanding shares as a whole.

No Cumulative Voting

The SSTC Amended and Restated Articles of Incorporation will not provide the right to cumulate votes in the election of directors. This provision means that the holders of a majority of the shares voting for the election of directors can elect all of the directors. Non-cumulative voting makes it more difficult for an insurgent minority stockholder to elect a person to the Board of Directors.

The Nevada Control Share Statute does not apply to any acquisition of a controlling interest in an issuing corporation if the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest by the acquiring person provide that the provisions of those sections do not apply to the corporation or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified. Therefore, the board of directors of a Nevada corporation usually may unilaterally avoid the imposition of burdens imposed by the control share statute by amending the bylaws of the corporation in connection with a transaction. A Nevada corporation may impose stricter requirements if it so desires. SSTC has not opted out of the provisions of the Nevada Control Share Statute in the SSTC Amended and Restated Articles of Incorporation as currently in effect.

THE SSTC SPECIAL MEETING

Date, Time and Place

The SSTC special meeting will be held at the offices of Sullivan & Worcester LLP at 1633 Broadway, New York, New York 10019, on May 9, 2024 at 10:00 a.m., Eastern Time.

Purpose of the SSTC Special Meeting

At the SSTC special meeting, SSTC stockholders will be asked to consider and vote upon the following matters:

•        the Articles of Incorporation A&R Proposal;

•        the Name Change Proposal; and

•        the SSTC Adjournment Proposal.

Recommendation of the SSTC Board of Directors

After careful consideration, on December 11, 2023, the SSTC Board of Directors deemed it advisable and in the best interests of SSTC to approve and adopt the Merger Agreement. On February 8, 2024, the SSTC Board of Directors unanimously approved an amendment to the Merger Agreement (the “Merger Agreement Amendment”) to, among other things, extend the termination date of the Merger Agreement to June 30, 2024. On April 5, 2024, the SSTC Board of Directors unanimously approved the forms of the SSTC Amended and Restated Articles of Incorporation and SSTC Amended and Restated Bylaws and the Name Change and recommended to the stockholders of SSTC that they approve the SSTC Amended and Restated Articles of Incorporation and Name Change. The SSTC Board of Directors deemed it advisable and in the best interests of SSTC to approve the SSTC Amended and Restated Articles of Incorporation and Name Change and unanimously recommends that SSTC stockholders vote “FOR” each Articles of Incorporation Amendment Proposal and “FOR” the SSTC Adjournment Proposal.

In connection with the Merger and the other Transactions contemplated by the Merger Agreement, the SSTC Board of Directors specifically considered, among other things: (1) the anticipated effect of the Merger on existing SSTC stockholders; (2) the risk that a different strategic alternative, such as continuing as an independent publicly-registered company, could be more beneficial to SSTC stockholders than the Merger; and (3) the fact that certain of SSTC’s and Verde’s executive officers and directors may have interests in the Merger that are different from, or in addition to the interests of SSTC stockholders which could create potential conflicts of interest or the appearance of such conflicts, which may lead to increased dissident stockholder activity, including litigation. For a list of the material factors considered by the SSTC Board of Directors in reaching its decision to approve the Merger Agreement, see “The Merger — Recommendation of the SSTC Board of Directors and Its Reasons for the Merger and the Other Transactions” beginning on page 73 of this joint proxy statement/prospectus.

Record Date; Shares Entitled to Vote

The SSTC Board of Directors has fixed the close of business on April 1, 2024 as the SSTC Record Date. Only holders of record of shares of SSTC Common Stock at the close of business on the SSTC Record Date are entitled to receive notice of, and to vote at, the SSTC special meeting. As of the SSTC Record Date, there were 56,349,183 shares of SSTC Common Stock issued and outstanding and entitled to vote at the SSTC special meeting, held by approximately 61 holders of record.

Each share of SSTC Common Stock is entitled to one vote on each Articles of Incorporation Amendment Proposal and the SSTC Adjournment Proposal.

As of the SSTC Record Date, no shares of SSTC Common Stock outstanding were beneficially owned by SSTC’s current executive officers and directors.

Quorum

At the SSTC special meeting, the presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote shall constitute a quorum. Abstentions and broker non-votes, if any, will be included in determining whether a quorum is present. A broker non-vote is a vote that is not cast on a non-routine matter because the shares entitled to cast the vote are held in the name of a broker, bank or other nominee, the broker, bank or other nominee lacks discretionary authority to vote the shares and the broker, bank or other nominee has not received voting instructions from the beneficial owner of the shares.

Required Vote

The approval of each Articles of Incorporation Amendment Proposal requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of SSTC Common Stock as of the SSTC Record Date at the SSTC special meeting on such proposal. The approval of the SSTC Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of SSTC Common Stock as of the SSTC Record Date at the SSTC special meeting on such proposal.

Abstentions and Broker Non-Votes

If you are a SSTC stockholder and you fail to instruct your broker, bank or other nominee on how to vote your shares of SSTC Common Stock, your broker, bank or other nominee may not vote your shares on any of the proposals. This will have the same effect as a vote against the Articles of Incorporation Amendment Proposals. This will have no effect on the SSTC Adjournment Proposal.

If you are a SSTC stockholder and fail to vote, it will have the same effect as a vote against the Articles of Incorporation Amendment Proposals, assuming a quorum is present. If you are a SSTC stockholder and abstain from voting, it will have the same effect as a vote against the Articles of Incorporation Amendment Proposals. This will have no effect on the Verde Adjournment Proposal.

Shares Held in Street Name

If SSTC stockholders hold shares of SSTC Common Stock in an account of a broker, bank or other nominee and they wish to vote such SSTC Common Stock, they must return their voting instructions to the broker, bank or other nominee using the voting instruction form included with this joint proxy statement/prospectus.

Shares of SSTC Common Stock held by broker, bank or other nominee will not be voted unless such stockholders instruct such broker, bank or other nominee how to vote.

Voting of Proxies

A proxy card is enclosed. Please sign the accompanying proxy and return it promptly in the enclosed postage-paid envelope. You may also vote your shares by telephone or through the internet. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Information and applicable deadlines for voting proxies by telephone or through the internet are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the shares of SSTC Common Stock represented by it will be voted at the SSTC special meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy.

If a proxy is signed and returned without an indication as to how the shares of SSTC Common Stock represented by the proxy are to be voted with regard to a particular proposal, the shares of SSTC Common Stock represented by the proxy will be voted in favor of each such proposal. At the date hereof, SSTC’s management has no knowledge of any business that will be presented for consideration at the SSTC special meeting and which would be required to be set forth in this joint proxy statement/prospectus other than the matters set forth in the accompanying Notice of Special Meeting of SSTC Stockholders. In accordance with SSTC’s Bylaws and the NRS, business transacted at the SSTC special meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the SSTC special meeting for consideration, it is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their discretion on such matter.

Your vote is important. Please sign and return the enclosed proxy card or authorize a proxy to vote your shares by telephone or through the internet.

Revocability of Proxies or Voting Instructions

You can change your vote or revoke your proxy at any time before your proxy is exercised at the SSTC special meeting. You can do this in one of the following ways if you own your shares of record:

•        you may revoke a previously authorized proxy at any time before it is exercised by delivering to our corporate secretary a notice of revocation;

•        you can grant a new, valid proxy bearing a later date by internet or by telephone or by signing and returning a later dated proxy card; or

•        you can attend the SSTC special meeting and vote electronically, which will automatically cancel any proxy previously given, or you may revoke your proxy at the SSTC special meeting, but your attendance alone will not revoke any proxy that you have previously given.

If you are a record holder and choose either of the first two methods above, you must submit your notice of revocation or your new proxy to the secretary of SSTC no later than the beginning of the SSTC special meeting.

If your shares of SSTC Common Stock are held by a broker, bank or other nominee, you must follow the instructions provided by the broker, bank or other nominee on how to change your instructions or change your vote.

Tabulation of the Vote

SSTC will appoint an Inspector of Elections for the SSTC special meeting to tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

SSTC will pay the cost of soliciting proxies. Proxies will be solicited, without additional compensation, by SSTC’s executive officers, directors and employees by mail, telephone, or other electronic means or in person.

SSTC will request brokers, banks or other nominees to forward proxy materials to the beneficial owners of SSTC Common Stock and to obtain their voting instructions. In accordance with the regulations of the SEC and the Nasdaq Stock Market LLC (“Nasdaq”), SSTC will reimburse those firms for their expenses incurred in forwarding proxy materials to beneficial owners of SSTC Common Stock.

Any questions about the Articles of Incorporation Amendment Proposals, requests for additional copies of documents or assistance authorizing a proxy or voting your shares of SSTC Common Stock may be directed to the following address:

SensaSure Technologies Inc.
4730 S. Fort Apache Rd.
Suite 300
Las Vegas, Nevada 89147
(347) 325-4677
Attn.: Secretary
info@pcgadvisory.com

You can also contact Broadridge Financial Solutions, Inc. to request additional copies of this joint proxy statement/prospectus or the enclosed proxy card or voting instruction form, as applicable, at: (800) 579-1639.

If you are a SSTC stockholder and would like to request documents, please do so by May 2, 2024, to receive them before the SSTC special meeting.

SSTC PROPOSALS

Proposal 1: The Articles of Incorporation A&R Proposal

SSTC stockholders are being asked to approve the Articles of Incorporation A&R Proposal. SSTC is proposing to amend and restate the current SSTC articles of incorporation, as amended, to, among other modifications, (a) increase the number of shares of capital stock which SSTC is authorized to issue to 2,000,000,000 shares, (b) authorize the issuance of up to 150,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the SSTC Board of Directors and (c) provide that special meetings of stockholders may be called only by the SSTC Board of Directors, effective prior to the Effective Time, as reflected in the form of SSTC Amended and Restated Articles of Incorporation attached to this joint proxy statement/prospectus as Annex B. If approved, the SSTC Amended and Restated Articles of Incorporation will authorize the issuance of up to 2,000,000,000 shares of capital stock, including 150,000,000 shares of “blank check” preferred stock, par value $0.001 per share, the rights, preferences and privileges of which may be designated from time to time by the SSTC Board of Directors.

A copy of the SSTC Amended and Restated Articles of Incorporation is attached as Annex B to this joint proxy statement/prospectus.

SSTC is asking SSTC stockholders to approve the Articles of Incorporation A&R Proposal.

Overview

Assuming the Merger Proposal is approved by the Verde stockholders and all other conditions to the consummation of the Merger have been or will be satisfied on or prior to the Closing Date, SSTC will replace the current articles of incorporation, as amended, with the SSTC Amended and Restated Articles of Incorporation in the form attached to this joint proxy statement/prospectus as Annex B which, in the judgement of the SSTC Board of Directors, is necessary to adequately address the needs of SSTC after the Merger, effective prior to the Effective Time.

In addition, SSTC is required to issue shares of SSTC Class A Preferred Stock and SSTC Class B Preferred Stock to holders of Verde Series A Preferred Stock and Verde Series C Preferred Stock, respectively, as Merger Consideration and, such classes of preferred stock are currently not provided for in the current articles of incorporation, as amended.

The following table sets forth a summary of the principal proposed changes and the differences between the current articles of incorporation, as amended, and the SSTC Amended and Restated Articles of Incorporation. The summary is qualified by reference to the complete text of the SSTC Amended and Restated Articles of Incorporation, the form of which is attached to this joint proxy statement/prospectus as Annex B. All stockholders are encouraged to read the SSTC Amended and Restated Articles of Incorporation in its entirety for a more complete description of its terms.

Reasons for Amendment and Restatement of the SSTC Articles of Incorporation

Authorized Shares

The SSTC Board of Directors believes that providing for shares of “blank check” preferred stock will provide the SSTC Board of Directors with needed flexibility to issue shares of preferred stock in the future in a timely manner and under circumstances it considers favorable without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance. The SSTC Board of Directors believes that allowing the SSTC Board of Directors to amend the SSTC Amended and Restated Articles of Incorporation to increase or decrease the aggregate number of shares or shares of any class or series that SSTC has authority to issue provides SSTC with flexibility in managing its capital structure, facilitating capital raises, stock splits, mergers, employee incentives, and potential defensive measures against hostile takeovers.

Notwithstanding the foregoing, authorized but unissued preferred stock may enable the SSTC Board of Directors to render it more difficult or to discourage an attempt to obtain control of SSTC and thereby protect continuity of or entrench its management, which may negatively impact the market price of the SSTC Common Stock. If, in the due exercise of its fiduciary obligations, for example, the SSTC Board of Directors was to determine that a takeover proposal was not in the best interests of SSTC, such preferred stock could be issued by SSTC Board of Directors without stockholder approval in one or more private placements or other Transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent Board of Directors by effecting an acquisition that might complicate or preclude the takeover, or otherwise. Allowing the SSTC Board of Directors to issue the authorized preferred stock on its own volition will enable SSTC to have the flexibility to issue such preferred stock in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. However, SSTC currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized stock for such purposes.

Cumulative Voting

The SSTC Board of Directors believes that opting out of cumulative voting is in the best interests of SSTC. By prohibiting cumulative voting, the existing management or larger stockholders will be able to maintain more control over the composition of the SSTC Board of Directors and may be seen as a measure to ensure stability and prevent potential disruptions in governance, thereby making its corporate structure more appealing to potential investors or partners. Further, the SSTC Board of Directors believes that prohibiting cumulative voting will ensure that the stockholder voting process is simple and straightforward.

Special Meeting of the Stockholders

The SSTC Board of Directors believes that holding special meetings of stockholders will allow SSTC to address urgent matters or opportunities that arise between regular meetings. Special meetings will allow for swift resolution of issues and can encourage approval of important transactions and strategic decisions in a timely manner.

Removal of Directors

The SSTC Board of Directors believes that by requiring a 75% affirmative vote of the stockholders and limiting such removal to for cause the provision offers a level of protection to the members of the SSTC Board of Directors against arbitrary or unjustified removal. This high threshold ensures that directors cannot be easily removed by stockholders without substantial support from the stockholders. The SSTC Board of Directors believes that this provision balances the power between stockholders and the board of directors in the removal process. It allows for removal by either the stockholders for cause or the remaining directors, providing avenues for accountability from both stakeholders and internal governance structures. By requiring a high threshold for removal and specifying the circumstances under which removal for cause is justified, the provision helps protect SSTC’s interests. It ensures that directors who engage in serious misconduct or harm SSTC’s interests can be removed while also safeguarding directors from arbitrary removals that could disrupt SSTC’s operations or governance.

Filling Vacancies

The SSTC Board of Directors believes that these filling vacancies provisions ensure the continuity and stability of governance within SSTC. By granting authority to the remaining SSTC Board of Directors to fill vacancies, the SSTC Board of Directors can swiftly address disruptions caused by resignations, deaths, or other reasons. This promotes efficient decision-making and prevents gaps in leadership, ultimately safeguarding SSTC’s operations. Additionally, specifying the term of office for appointed members of the Board of Directors ensures clarity and predictability in the SSTC Board of Director’s composition, while emphasizing that the cessation of all members of the SSTC Board of Directors does not terminate SSTC underscores its continuity and legal standing. Overall, these provisions contribute to effective governance, legal compliance, and the maintenance of SSTC stability.

Limitation of Liability and Indemnification of Directors and Officers

The SSTC Board of Directors believes that an indemnification clause will not only offer legal protection to directors and officers of SSTC, but will also help attract talent, align with best practices, provide clarity and transparency, ensure legal compliance, and enhance stockholder confidence. Further, the Merger and the other Transactions contemplated by the Merger Agreement may involve complex legal and financial transactions that may expose Verde to unforeseen risks and liabilities. Including an indemnification clause in the SSTC Amended and Restated Articles of Incorporation provides assurance to key stakeholders that individuals involved in the management and operation of the company will be protected from personal liability, allowing for smoother business operations upon the consummation of the Merger.

Amendments

The SSTC Board of Directors believes that changing the threshold for an amendment to the SSTC Amended and Restated Articles of Incorporation to require 60% of the SSTC Board of Directors to approve such amendment, among other changes, improves the stability of SSTC and enhances the long term strategic direction of SSTC.

Required Vote

Approval of the Articles of Incorporation A&R Proposal requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of SSTC Common Stock at the SSTC special meeting on such proposal.

The SSTC Board of Directors unanimously recommends that SSTC stockholders vote “FOR” the Articles of Incorporation A&R Proposal.

Proposal 3: The SSTC Adjournment Proposal

The SSTC special meeting may be adjourned to another date or dates, if necessary or appropriate, to permit further solicitation of proxies to obtain additional votes in favor of either Articles of Incorporation Amendment Proposals. If, at the SSTC special meeting, the number of shares of SSTC Common Stock present or represented by proxy and voting in favor of either Articles of Incorporation Amendment Proposal is insufficient to approve such proposal, SSTC intends to move to adjourn the SSTC special meeting to a later date or dates in order to enable the SSTC Board of Directors to solicit additional proxies.

SSTC is asking SSTC stockholders to approve the adjournment of the SSTC special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve either or both Articles of Incorporation Amendment Proposals.

Required Vote

To be approved, the SSTC Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of SSTC Common Stock as of the SSTC Record Date at the SSTC special meeting on such proposal.

The SSTC Board of Directors unanimously recommends that SSTC stockholders vote “FOR” the SSTC Adjournment Proposal.

THE VERDE SPECIAL MEETING

Date, Time and Place

The Verde special meeting will be held at the offices of Sullivan & Worcester LLP at 1633 Broadway, New York, New York 10019, on May 9, 2024 at 11:00 a.m., Eastern Time.

Purpose of the Verde Special Meeting

At the Verde special meeting, Verde stockholders will be asked to consider and vote upon the following matters:

•        the Merger Proposal; and

•        the Verde Adjournment Proposal.

Recommendation of the Verde Board of Directors

After careful consideration, on December 11, 2023, the Verde Board of Directors (i) determined that it is in the best interests of Verde to enter into the Merger Agreement, and (ii) recommended that the Merger and the Merger Agreement be approved by the stockholders of Verde. On February 8, 2024, the Verde Board of Directors unanimously approved the Merger Agreement Amendment and reaffirmed the December 11, 2023 resolutions.

The Verde Board of Directors unanimously recommends that Verde stockholders vote “FOR” the Merger Proposal and “FOR” the Verde Adjournment Proposal.

In connection with the Merger and the other Transactions, the Verde Board of Directors specifically considered, among other things: (1) the anticipated effect of the Merger on existing Verde stockholders; (2) the risk that a different strategic alternative, such as continuing as an independent publicly-registered company, could be more beneficial to Verde stockholders than the Merger; and (3) the fact that certain of SSTC’s and Verde’s executive officers and directors may have interests in the Merger that are different from, or in addition to the interests of Verde stockholders which could create potential conflicts of interest or the appearance of such conflicts, which may lead to increased dissident stockholder activity, including litigation. For a list of the material factors considered by the Verde Board of Directors in reaching its decision to approve the Merger Agreement and make the foregoing recommendations, see “The Merger — Recommendation of the Verde Board of Directors and Its Reasons for the Merger and the Other Transactions” beginning on page 75 of this joint proxy statement/prospectus.

Record Date; Shares Entitled to Vote

The Verde Board of Directors has fixed the close of business on April 1, 2024 as the Verde Record Date. Only holders of record of shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock at the close of business on the Verde Record Date are entitled to receive notice of, and to vote at, the Verde special meeting. As of the Verde Record Date, there were 2,078,599,390 shares of Verde Common Stock, 500,00 Verde Series A Preferred Stock, and 803 Verde Series C Preferred Stock issued and outstanding and entitled to vote at the Verde special meeting, held by approximately 61 holders of record.

Each share of Verde Common Stock, Verde Series A Preferred Stock, and Verde Series C Preferred Stock is entitled to one vote on each of the Merger Proposal and the Verde Adjournment Proposal.

As of the Verde Record Date, there were: (i) 2,078,599,390 shares of Verde Common Stock outstanding, approximately 1.76% of which were beneficially owned by Scott Cox, the Chief Executive Officer and sole director of Verde; (ii) 500,000 shares of Verde Series A Preferred Stock outstanding, 100% of which were beneficially owned by Mr. Cox; and (iii)  803 shares of Verde Series C Preferred Stock outstanding, 100% which is owned by GHS. We expect Mr. Cox and GHS to vote all of their shares in favor of the Merger Proposal and Verde Adjournment Proposal, which as of the Verde Record Date represented approximately 60.92% of the aggregate shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock outstanding as of the Verde Record Date, and is sufficient to approve each proposal, although there is no agreement to do so.

Quorum

At the Verde special meeting, the presence in person or by proxy of the holders of a majority of the stock issued and outstanding and entitled to vote shall constitute a quorum. Abstentions and broker non-votes, if any, will be included in determining whether a quorum is present. A broker non-vote is a vote that is not cast on a non-routine matter because the shares entitled to cast the vote are held in the name of a broker, bank or other nominee, the broker, bank or other nominee lacks discretionary authority to vote the shares and the broker, bank or other nominee has not received voting instructions from the beneficial owner of the shares.

Required Vote

The approval of the Merger Proposal requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock as of the Verde Record Date voting together as a single class at the Verde special meeting on such proposal. The approval of the Verde Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock as of the Verde Record Date voting together as a single class at the Verde special meeting on such proposal.

The approval of the Merger Proposal is a condition to the completion of the Merger.

Abstentions and Broker Non-Votes

If you are a Verde stockholder and you fail to instruct your broker, bank or other nominee on how to vote your shares of Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred Stock, your broker, bank or other nominee may not vote your shares on any of the proposals. This will have the same effect as a vote against the Merger Proposal, but it will have no effect on the Verde Adjournment Proposal, assuming a quorum is present.

If you are a Verde stockholder and fail to vote, it will have the same effect as a vote against the Merger Proposal, but it will have no effect on the Verde Adjournment Proposal, assuming a quorum is present. If you are a Verde stockholder and abstain from voting, it will have the same effect as a vote against the Merger Proposal, but it will have no effect on the Verde Adjournment Proposal.

Shares Held in Street Name

If Verde stockholders hold shares of Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred Stock in an account of a broker, bank or other nominee and they wish to vote such Verde Common Stock, Verde Series A Preferred Stock, and Verde Series C Preferred Stock, they must return their voting instructions to the broker, bank or other nominee using the voting instruction form included with this joint proxy statement/prospectus.

Shares of Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred Stock held by broker, bank or other nominee will not be voted unless such stockholders instruct such broker, bank or other nominee how to vote.

Voting of Proxies

A proxy card is enclosed. Please sign the accompanying proxy and return it promptly in the enclosed postage-paid envelope. You may also vote your shares by telephone or through the internet. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Information and applicable deadlines for voting proxies by telephone or through the internet are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the shares of Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred Stock represented by it will be voted at the Verde special meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy.

If a proxy is signed and returned without an indication as to how the shares of Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred Stock represented by the proxy are to be voted with regard to a particular proposal, the shares of Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred Stock represented by the proxy will be voted in favor of each such proposal. At the date hereof, Verde’s management has no knowledge of any business that will be presented for consideration at the Verde special meeting and which would be required to be set forth in this joint proxy statement/prospectus other than the matters set forth in the

accompanying Notice of Special Meeting of Verde Stockholders. In accordance with Verde’s Bylaws and the NRS, business transacted at the Verde special meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the Verde special meeting for consideration, it is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their discretion on such matter.

Your vote is important. Please sign and return the enclosed proxy card or authorize a proxy to vote your shares by telephone or through the internet.

Revocability of Proxies or Voting Instructions

You can change your vote or revoke your proxy at any time before your proxy is exercised at the Verde special meeting. You can do this in one of the following ways if you own your shares of record:

•        you may revoke a previously authorized proxy at any time before it is exercised by delivering to our corporate secretary a notice of revocation;

•        you can grant a new, valid proxy bearing a later date by internet or by telephone or by signing and returning a later dated proxy card; or

•        you can attend the Verde special meeting and vote electronically, which will automatically cancel any proxy previously given, or you may revoke your proxy at the Verde special meeting, but your attendance alone will not revoke any proxy that you have previously given.

If you are a record holder and choose either of the first two methods above, you must submit your notice of revocation or your new proxy to the secretary of Verde no later than the beginning of the Verde special meeting.

If your shares of Verde Common Stock, Verde Series A Preferred Stock, or Verde Series C Preferred Stock are held by a broker, bank or other nominee, you must follow the instructions provided by the broker, bank or other nominee on how to change your instructions or change your vote.

Tabulation of the Vote

Verde will appoint an Inspector of Elections for the Verde special meeting to tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

Verde will pay the cost of soliciting proxies. Proxies will be solicited, without additional compensation, by Verde’s executive officers, directors and employees by mail, telephone, or other electronic means or in person.

Verde will request brokers, banks or other nominees to forward proxy materials to the beneficial owners of Verde Common Stock, Verde Series A Preferred Stock, and Verde Series C Preferred Stock and to obtain their voting instructions. In accordance with the regulations of the SEC and the Nasdaq, Verde will reimburse those firms for their expenses incurred in forwarding proxy materials to beneficial owners of Verde Common Stock, Verde Series A Preferred Stock, and Verde Series C Preferred Stock.

Any questions about the Merger Proposal, requests for additional copies of documents or assistance authorizing a proxy or voting your shares of Verde Common Stock may be directed to the following address:

Verde Bio Holdings, Inc.

P.O. Box 67

Jacksboro, Texas 76458

(972) 217-4080

Attn.: Secretary

ir@verdebh.com

You can also contact Broadridge Financial Solutions, Inc. to request additional copies of this joint proxy statement/prospectus or the enclosed proxy card or voting instruction form, as applicable, at: (800) 579-1639.

If you are a Verde stockholder and would like to request documents, please do so by May 2, 2024, to receive them before the Verde special meeting.

VERDE PROPOSALS

Proposal 1: The Merger Proposal

Verde stockholders are being asked to approve the Merger. For a summary and detailed information regarding this proposal to approve the Merger, see the information about the Merger Agreement and the Merger, throughout this joint proxy statement/prospectus, including the information set forth in sections entitled “The Merger” beginning on page 72 and “The Merger Agreement” beginning on page 83 of this joint proxy statement/prospectus. A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

Pursuant to the Merger Agreement, approval of this proposal is a condition to the completion of the Merger. If the proposal is not approved, the Merger will not be completed.

Verde is asking Verde stockholders to approve the Merger and the Merger Agreement.

Required Vote

To be approved, the Merger Proposal requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of Verde Common Stock, Verde Series A Preferred Stock and Verde Series C Preferred Stock as of the Verde Record Date voting together as a single class at the Verde special meeting on such proposal.

The Verde Board of Directors unanimously recommends that Verde stockholders vote “FOR” the Merger Proposal.

Proposal 2: The Verde Adjournment Proposal