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 |
| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) |
| ☒ |
Definitive
Information Statement |
ARAX
HOLDINGS CORP.
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check all boxes that apply):
| ☐ |
No
fee required |
| ☐ |
Fee
paid previously with preliminary materials |
| ☒ |
Fee
computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101)
per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 |
ARAX
HOLDINGS CORP.
1600
B SW Dash Point Rd., #1068
Federal
Way, Washington 98023
(850)
254-1161
NOTICE
OF ACTION BY WRITTEN CONSENT OF MAJORITY STOCKHOLDER
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN
To
the Stockholders of Arax Holdings Corp.:
Arax
Holding Corp., a Nevada corporation, (“Company”, “we”, “our”, “us”) writes to advise
you that, on December 20, 2022, a stockholder holding 90.63% of Company voting power (“Majority Shareholder”) executed a
written consent (“Written Consent”) in lieu of a special meeting authorizing the Company’s Board of Directors (“Board”)
to take all steps necessary to effect, as soon as practicable, an amendment (“Amendment”) to the Company’s Certificate
of Incorporation increasing the number of authorized shares of common stock, par value $0.001, (“Common Stock”) from 75,000,000
to 950,000,000 shares. The Board has unanimously approved the Amendment. No action is required by you to effectuate the Amendment.
The
Written Consent was executed and delivered in accordance with Nevada State law and our bylaws, each of which permit that any action which
may be taken by a majority of the voting power of the Company’s stockholders at a stockholder meeting may also be taken by the
written consent of the holder(s) of a majority of the voting power of the Company’s stockholders.
Arax
Holding Corp., a Nevada corporation, is furnishing the accompanying Information Statement in accordance with the Securities Exchange
Act of 1934, as amended, (“Exchange Act”) and the rules promulgated thereunder by the U.S. Securities and Exchange Commission
to inform you of the Amendment before it becomes effective.
There
are no dissenters’ rights afforded to stockholders as a result of the approval of the Amendment.
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the earliest date that the Amendment can be filed with the Nevada Secretary of State
and become effective is twenty (20) calendar days after the Information Statement is first sent or otherwise provided to Company stockholders.
The
Amendment is more fully described in the accompanying Information Statement and a copy of the Amendment is attached to the Information
Statement as Appendix A.
The
entire cost of furnishing the Information Statement and related materials will be borne by the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
By
Order of the Board of Directors
/s/
Michael Loubser
Michael
Loubser
Chairman
of the Board of Directors
December
30, 2022
ARAX
HOLDINGS CORP.
1600
B SW Dash Point Rd, #1068
Federal
Way, WA 98023
(850)-254-1161
INFORMATION
STATEMENT
December
30, 2022
Action
by Written Consent of Majority Stockholder
GENERAL
INFORMATION
In
this Information Statement we refer to Arax Holdings Corp., a Nevada corporation, as the “Company”, “we”, “us”
or “Arax”.
The
Arax Board of Directors (“Board”) is furnishing this Information Statement to inform stockholders as of December 20, 2022
(“Record Date”) that, on December 19, 2022, a stockholder of voting shares representing 90.63% of the voting power of
the total issued and outstanding voting shares of the Company (“Majority Stockholder”) authorized by written consent (“Written
Consent”) an amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of common
stock, par value $0.0001, (“Common Stock”) from 75,000,000 to 950,000,000. The Board unanimously approved the amendment (“Amendment”).
This
Information Statement contains a description of this Amendment. A copy of the Amendment is attached hereto as Appendix A.
We
are furnishing this Information Statement to all our stockholders in accordance with Section 14(c) of the Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder by the U.S. Securities and Exchange Commission, solely for the purpose of informing
our stockholders of the Amendment before it becomes effective.
This
Information Statement was mailed on or about March 13, 2023 to stockholders of record as of the Record Date.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS' MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
PLEASE
NOTE THAT THE HOLDERS OF A MAJORITY OF THE VOTING POWER OF OUR COMMON STOCK HAVE VOTED TO AUTHORIZE THE ACTION DESCRIBED HEREIN. THE
NUMBER OF VOTES RECEIVED IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT AND CONSEQUENTLY NO ADDITIONAL VOTES WILL BE NEEDED
TO APPROVE THIS MATTER.
DESCRIPTION
OF AMENDMENT
Authorization
or Issuance of Securities Otherwise Than for Exchange
On
December 19, 2022, a Company shareholder who of record owns 10,000,000 shares of preferred stock, constituting 90.63% of the Company
voting power, authorized by written consent (“Written Consent”) an amendment to the Company’s Certificate of Incorporation
increasing the number of authorized shares of common stock, par value $0.0001, (“Common Stock”) from 75,000,000 to 950,000,000.
The Board unanimously approved the amendment (“Amendment”).
Reasons
for the Increase of Common Stock Shares; Effect on Shareholders
We
believe the increased number of Common Stock shares will afford the Company greater flexibility in seeking new capital and potential
acquisition targets.
Although
this Amendment is not motivated by anti-takeover concerns, the availability of additional Common Stock shares could be utilized as an
anti-takeover measure or otherwise delay or prevent a change of control of the Company.
The
issuance of additional shares of Common Stock will decrease existing stockholders’ relative percentage of equity ownership, thereby
diluting the voting power of their Common Stock. Depending on the price at which additional shares may be issued, such issuance may also
be dilutive to the earnings per share of our Common Stock.
There
are no preemptive rights afforded with respect to these additional shares.
There
are no anticipated transactions in which these additional Common Stock shares will be issued. Stockholder authorization will not be solicited
prior to issuance of these additional shares unless required by our bylaws or Nevada State law.
Procedure
for Implementing the Increase of Common Stock Shares
In
order to implement the Amendment increasing the number of Common Stock shares, an officer of the Company must sign and issue a certificate
(“Certificate”) setting forth the Amendment, the means by which the Amendment was adopted and the effective date of the Amendment.
The Amendment will become effective as of the designated date upon filing the Certificate with the Nevada Secretary of State, or upon
a future date no later than ninety (90) days after the date of filing.
The
Certificate will not be filed prior to the expiration of the twenty (20) day waiting period provided in Rule 14c-2 of the Exchange Act.
The Board will otherwise file the Certificate as soon as practicable.
NO
STOCKHOLDERS’ MEETING TO CONSIDER AMENDMENT; NO DISSENTERS’ RIGHTS OF APPRAISAL
This
Written Consent has been undertaken in accord with Company bylaws and Nevada law, each of which permit that any action which may be taken
by a majority of the voting power of Company stockholders at a meeting of stockholders may also be taken by written consent of the holder(s)
of a majority of the voting power. Consequently, no stockholders’ meeting will be held to consider the Amendment.
There
are no dissenters’ rights of appraisal in connection with this matter.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
Our
authorized capital stock currently consists of 75,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock Series A. As
of the Record Date, we had issued and outstanding 10,335,294 shares of Common Stock and 10,000,000 shares of Preferred Stock Series A.
The
holders of our Common Stock are entitled to one vote per share on all matters subject to voting stockholder approval. Preferred Stock
shares entitle the holder thereof to 10 votes per share.
The
holders of issued and outstanding Common Stock and Preferred Stock as of the Record Date are as follows:
| Name
of Beneficial Owner and address (1) | |
Amount
and Nature of Beneficial Ownership of Common/Preferred Stock | |
Percent
of
Common
Stock (2) |
| Michael Loubser, Director | |
| 10,000,000 | (3) |
| 90.63 | % |
| | |
| | | |
| | |
| All
directors and officers as a group | |
| 10,000,000 | | |
| 90.63 | % |
| Michael Loubser, Director | |
| 10,000,000 | | |
| 90.63 | % |
(1)
Unless otherwise noted, the address of each beneficial owner is c/o 1600-B SW Dash Point Road, #1068, Federal
Way,
Washington
98023 |
(2)
Based on 10,335,297 fully diluted shares of Common and Preferred Stock issued and outstanding as of December 19, 2022.
(3)
10,000,000 preferred shares with 10:1 voting rights.
|
| Name
of Beneficial Owner |
Number
of Share of Common Stock |
Percentage
of Common Stock |
Number
of Shares of Series A Preferred Stock |
Percentage
of Series A Preferred Stock |
| Directors
and Officers |
|
|
|
|
| Michael
Loubser, Director |
|
|
10,000,000.00 |
100% |
| Ockert
Loubser, Chief Executive Officer |
|
|
|
|
| Christopher
Strachan, Chief Financial Officer |
|
|
|
|
| |
|
|
|
|
| 5%
or More Shareholders |
8,000,000 |
77.40% |
|
|
| |
|
|
|
|
| |
|
|
|
|
INTEREST
OF CERTAIN PERSONS IN OR IN OPPOSITION TO MATTERS TO BE ACTED UPON
The
Majority Stockholder and Board of the Company approved the Amendment. Other than the interests held by virtue of their beneficial ownership
of the shares of the Company’s capital stock as described above in the section entitled “Voting Securities and Principal
Holders Thereof”, none of the persons who have served as a director or officer of our Company since the beginning of our last fiscal
year, or any associate of such persons, have any substantial interest, either direct or indirect, in the matters described in this Information
Statement.
FORWARD-LOOKING
STATEMENTS
This
Information Statement contains forward-looking statements representing our expectations or beliefs regarding our Company. reflecting
our views with respect to future events. These forward-looking statements include, but are not limited to, statements regarding our business,
anticipated financial or operational results, and our objectives. Any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,”
“will,” “expect,” “believe,” “anticipate,” “intend,” “could,”
“estimate,” “might,” or “continue”, or the negative or other variations thereof, or comparable terminology
may identify forward-looking statements. These statements are subject to uncertainties and other factors that could cause actual results
to materially differ from such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date these statements are made.
ADDITIONAL
INFORMATION
We
are subject to the informational requirements of the Exchange Act and in accordance therewith file reports, proxy statements and
other information, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K or Form 8 K/A,
with the U.S. Securities and Exchange Commission (“SEC”). Reports and other information we file with the SEC can be inspected
and copied at the public reference facilities maintained at the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies
of such material can be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Copies of such material may also be found on our internet website, https://arax.cc.
The
SEC maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
By
Order of the Board of Directors
/s/
Michael Loubser
Michael
Loubser
Chairman
of the Board of Directors
December
30, 2022
APPENDIX
A
FORM
OF
STATE OF NEVADA CERTIFICATE
OF AMENDMENT
to
CERTIFICATE OF INCORPORATION
ARAX
HOLDINGS CORP., a corporation organized and existing under and by virtue of Title 7 Chapter 78 of the Nevada Revised Statutes,
DOES
HEREBY CERTIFY:
FIRST:
That pursuant to a Unanimous Written Consent of the Board of Directors of ARAX HOLDINGS CORP., resolutions were duly adopted setting
forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and solicited
several stockholders owning the majority of the Corporation’s outstanding voting securities for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED,
That the Certificate of Incorporation of this Corporation be amended by changing the number of authorized shares from 75,000,000 to 950,000,000
with par value $0.0001
SECOND:
That, thereafter and in accordance with Title 7 Chapter 78 of the Nevada Revised Statutes, the Articles of Incorporation, and its
Bylaws, shareholders of record owning the majority of the outstanding voting securities of said corporation executed and delivered a
certain Majority Shareholders Written Consent, voting in favor of the amendment.
THIRD:
That said amendment was duly adopted in accordance with the provisions of Title 7 Chapter 78 of the 2021 Nevada Revised Statutes.
IN
WITNESS WHEREOF, said Chief Financial Officer of ARAX HOLDINGS CORP. has caused this Certificate to be signed this 19th day of December,
2022.
| |
/s/ Christopher Strachan |
|
| |
Christopher
D. Strachan |
|
| |
Chief Financial Officer |
|
| |
|
|
Grafico Azioni Arax (PK) (USOTC:ARAT)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Arax (PK) (USOTC:ARAT)
Storico
Da Gen 2024 a Gen 2025
