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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/02/22 808 Renewable Energy Corp. PRE 14C 6/01/22 1:60K Discount Edgar/FA |
Document/Exhibit Description Pages Size 1: PRE 14C Preliminary Proxy Info Statement HTML 36K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
| ☒ | Preliminary Information Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2)) |
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| ☐ | Definitive Information Statement |
| 808 RENEWABLE ENERGY CORPORATION |
| (Name of Registrant as Specified In Its Charter) |
| Payment of Filing Fee (Check the appropriate box): | ||
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No fee required | |
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| ☐ | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 | |
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| 1. | Title of each class of securities to which transaction applies: | |
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| 2. | Aggregate number of securities to which transaction applies: | |
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| 3. | Per unit price or other underlying value of transaction, computed pursuant to Exchange Act Rule O-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
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| 4. | Proposed maximum aggregate value of transaction: | |
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| 5. | Total fee paid: | |
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| ☐ | Fee paid previously with preliminary materials. | |
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| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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| 1. | Amount Previously Paid: | |
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| 2. | Form Schedule or Registration Statement No.: | |
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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Regulation 14C
of the Securities Exchange Act of 1934 as amended
808 RENEWABLE ENERGY CORPORATION
850 Tidewater Shores Loop, Suite 402
Bradenton, Florida
Telephone: (631) 397-1111
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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This Information Statement (the “Information Statement”) has been filed with the Securities and Exchange Commission (the “Commission”) and is being furnished to the holders (the “Stockholders”) of shares of common stock, par value $0.00001 per share (the “Common Stock”), of 808 Renewable Energy Corporation, a Nevada Company (the “Company”) for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. We are sending you this Information Statement to notify you that on or about May 3, 2022, the Stockholders holding the voting power of a majority of our Common Stock (the “Majority Stockholders”) approved the following actions (the “Corporate Actions”) by written consent in lieu of a meeting of Stockholders:
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| 1. | a reverse stock split of the Company’s common stock, par value $0.00001 per share, (“Common Stock”), in a ratio of ten to one (10:1) (the “Reverse Split”) and amending the Articles of Incorporation accordingly; and |
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| 2. | amend the Articles of Incorporation of the Corporation in order to change the name of the Corporation to “Silverlight International Group, Inc.” the (“Name Change”). |
This information statement is being furnished in connection with Reverse Split and Name Change by the Company. As described in this Information Statement, the Majority Stockholders, collectively representing approximately 92.8% of the voting power of the shares of Common Stock of the Company, approved the Corporate Actions by written consent in lieu of a meeting of Stockholders. Our Board of Directors ratified the foregoing Corporate Actions by written consent on May 3, 2022.
Our Board of Directors is not soliciting your proxy or consent in connection with the Corporate Actions. You are urged to read this Information Statement carefully and in its entirety for a description of the Corporate Actions taken by the Majority Stockholders. Stockholders who were not afforded an opportunity to consent or otherwise vote with respect to the Corporate Actions taken have no right under Nevada corporate law or the Company’s Articles of Incorporation or Bylaws to dissent or require a vote of all Stockholders.
The entire cost of furnishing this Information Statement will be borne by the Company.
PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(c) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C. PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE APPROVAL OF THE CORPORATE ACTIONS.
| By order of the Board of Directors of | |||
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| 808 Renewable Energy Corporation |
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| Date: June 2, 2022 | |||
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FORWARD-LOOKING STATEMENTS
This Information Statement and the other reports filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to differ materially from the results, performance or achievements expressed or implied by any such forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or other variations on these words or words of similar import. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors. In light of these uncertainties, stockholders are cautioned not to place undue reliance on the information contained in forward-looking statements. Except as specified in applicable SEC regulations, the Company is not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
OUTSTANDING VOTING SECURITIES
The Company is currently authorized to issue up to 2,500,000,000 shares of Common Stock, 8,000,000 shares of Series D Preferred Stock (“Series D Stock”), and 1,500,000 shares of Series F Preferred Stock (“Series F Stock”). As of the Record Date, we had 1,395,221,422 shares of Common Stock issued and outstanding, and no shares of Series D Stock or Series F Stock outstanding.
Dissenting Stockholders
Under Nevada law, stockholders are not entitled to dissenters’ rights with respect to the Corporate Actions contemplated hereby.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth, as of the Record Date, certain information concerning the beneficial ownership of our capital stock, including our common stock, and Class A Convertible Preferred Stock, by:
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| ☐ | each stockholder known by us to own beneficially 5% or more of any class of our outstanding stock; |
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☐ | each director; |
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| ☐ | each named executive officer; |
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| ☐ | all of our executive officers and directors as a group; and |
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| ☐ | each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock. |
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Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of the Record Date are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.
Security Ownership of Certain Beneficial Owners
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| Executive Officers and Directors |
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| David Chen (1) |
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| 1,295,000,000 |
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| 92.8 | % |
| Peter Yaugh Chen |
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| Officers and Directors as a Group (2 individuals) |
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| * Less than 1%. |
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| Total |
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| 1,295,000,000 |
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92.8 | % |
| (1) | Shares are held in the name American Software Capital Inc., and entity of which David Chen is the President. |
ACTION ONE
REVERSE SPLIT
The Board of Directors and Majority Shareholders approved the Reverse Split. At the time of the Reverse Split, holders of outstanding shares of Common Stock will receive one share of post Reverse Split Common Stock for each ten shares of pre-Reverse Split Common Stock held. No fractional shares of Common Stock will be issued in connection with the Reverse Split. All fractional share amounts resulting from the Reverse Split will be rounded up to the next whole new share. In connection with the Reverse Split, the Company’s Board of Directors, in its sole discretion, may provide special treatment to shareholders to preserve round lot holders (i.e., holders owning at least 100 shares) after the Reverse Split. Under Chapter 78 of the Nevada Revised Statutes and the Company’s Articles of Incorporation, as amended, the approval of the above-mentioned Reverse Split requires the affirmative vote or written consent of a majority of the issued and outstanding shares of Common Stock. Each share is entitled to one vote per share on any matter which may properly come before the shareholders. Accordingly, the Company has obtained all necessary corporate approvals in connection with the Reverse Split and is furnishing this Information Statement solely for the purpose of informing shareholders of the Reverse Split, in the manner required under the Exchange Act. The Reverse Split will become effective the date which shall be as soon as practicable after the expiration of 20 days after the Information Statement is sent to stockholders and notification to and approval by FINRA of the same. This Information Statement will serve as written notice to stockholders pursuant to the Nevada Revised Statutes.
The Reverse Split will not change the number of authorized shares of Common Stock, or the relative voting power of the holders of our common stock. The Board unanimously approved Action, and the Majority Shareholders approved it on May 3, 2022.
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There are certain risks associated with a reverse stock split, and we cannot accurately predict or assure the reverse stock split will produce or maintain the desired results. However, our Board believes that the benefits to the Company and our shareholders outweigh the risks.
Reasons for the Reverse Split
The primary purpose for effecting the Reverse Split, should the Board of Directors choose to effect one, would be to increase the per share price of our Common Stock.
Risks Associated with the Reverse Split
Some or all of the expected benefits discussed above may not be realized or maintained. The market price of our Common Stock will continue to be based, in part, on our performance and other factors unrelated to the number of shares outstanding. A Reverse Split will reduce the number of outstanding shares of our Common Stock without reducing the number of shares of available but unissued Common Stock, which will also have the effect of increasing the number of authorized but unissued shares. The issuance of additional shares of our Common Stock may have a dilutive effect on the ownership of existing shareholders. The current economic environment, in which we operate, the substantial debt we carry and other risks which affect our ability to operate as a going concern, along with otherwise volatile equity market conditions, could limit our ability to raise new equity capital in the future.
Principal Effects of the Reverse Split
Our issued and outstanding shares of Common Stock would decrease at a rate of one share of Common Stock up to every 10 shares of Common Stock currently outstanding, with adjustment for any fractional shares. The Reverse Split would be affected simultaneously for all of our Common Stock, and the exchange ratio would be the same for all shares of Common Stock. The Reverse Split would affect all of our shareholders uniformly and would not affect any shareholder’s percentage ownership interests in the Company, except to the extent that it results in a shareholder receiving whole shares in lieu of fractional shares. Shareholders holding fractional shares as a result of the Reverse Split will be rounded up to the next whole share. The Reverse Split would not affect the relative voting or other rights that accompany the shares of our Common Stock, except to the extent that it results in a shareholder receiving a whole share in lieu of fractional shares.
In addition, a Reverse Split would have the following effects:
Increase the Per Share Price of our Common Stock - By combining a number of pre-split shares into one share of Common Stock, the per share price of a post-split share is generally greater than the per share price of a pre-split share. The amount of the initial increase in per share price and the duration of such increase, however, are uncertain. The effect of the Reverse Split upon the market price for the Common Stock cannot be accurately predicted. We cannot assure you that the market price for shares of Common Stock will be proportionately greater after the Reverse Split than immediately prior to the Reverse Split, or that the market price will increase, or that any increase will be maintained for any period of time, after the Reverse Split. We also cannot assure you that the Reverse Split will not adversely impact the market price of the Common Stock.
Increase in the Number of Shares of Common Stock Available for Future Issuance - By reducing the number of shares outstanding without reducing the number of shares of available but unissued Common Stock, a Reverse Split will increase the number of authorized but unissued shares. The Board believes the increase is appropriate for use to fund the future operations of the Company. Although the Company does not have any pending acquisitions for which shares are expected to be used, the Company may also use authorized shares in connection with the financing of future acquisitions.
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Our Board from time to time may deem it to be in the best interests of the Company and our shareholders to enter into transactions and other ventures that may include the issuance of shares of our Common Stock. If our Board authorizes the issuance of additional shares subsequent to the Reverse Split, the dilution to the ownership interest of our existing shareholders may be greater than would occur had the Reverse Split not been affected.
Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates
We would file a certificate of amendment to our Amended and Restated Articles of Incorporation with the Secretary of the State of Nevada to affect the Reverse Split. Upon the filing of the certificate of amendment, and without any further action on the part of the Company or our shareholders, the issued shares of Common Stock held by shareholders of record as of the effective date of the reverse stock split would be converted into a lesser number of shares of Common Stock calculated in accordance with the Reverse Split ratio of 1:10. As soon as practicable after the effective date of the reverse stock split, shareholders would be notified that the reverse stock split had been effected.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except as disclosed herein, no director or officer of the Company, or associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon.
ACTION 2
NAME CHANGE
The Board of Directors, and the holders of a majority of the outstanding shares of Common Stock of the Company has adopted a resolution to change the name of the Company from “808 Renewable Energy Corporation” to “Silverlight International Group, Inc.” The Company will file the Articles of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Florida. With the recent shift in business focus of the Company, the Board of Directors recommended the Name Change to better reflect the business of the Company.
WHERE YOU CAN GET ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports, proxy statements and other information with the U.S. Securities and Exchange Commission. Such reports, proxy statements and other information are available on the Commission’s website at www.sec.gov. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Room 1580, Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.
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DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We will send only one Information Statement and other corporate mailings to Stockholders who share a single address unless we receive contrary instructions from any Stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a Stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Information is to be mailed.
| By order of the Board of Directors | |||
| Date: June 1, 2022 | |||
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| This ‘PRE 14C’ Filing | Date | Other Filings | ||
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| Filed on: | 6/2/22 | None on these Dates | ||
| For Period end: | 6/1/22 | |||
| 5/3/22 | ||||
| List all Filings | ||||