UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
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
Arvana
Inc.
(Name
of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee computed on the table below per Exchange Act Rules 14c-5(g) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
☐
Fee paid previously with preliminary materials.
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(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.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:
ARVANA
INC.
299
Main Street, 13th Floor
Salt
Lake City
Utah
84111
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
To
the Stockholders of Arvana Inc.:
We
are delivering this Notice and the accompanying Information Statement to inform our stockholders that on June 30, 2021, the Board
of Directors (the “Board”) and the holders of a majority of the votes entitled to be cast by all holders of outstanding
shares of the common stock of Arvana Inc. (the “Company,” “our” or “we”) adopted resolutions
by joint written consent, in lieu of a meeting of the Board and stockholders, to amend our Articles of Incorporation (the “Charter”)
to change our name (the “Name Change”) to Swissx America Corporation, as set forth in the Certificate of Amendment
to our Articles of Incorporation attached hereto as Annex A (the “Amendment”).
Pursuant
to § 78.390 of the Nevada Revised Statutes (“NRS”), the Amendment was approved by the Board by written consent
pursuant to NRS § 78.315(2) and the shareholders by written consent pursuant to NRS § 78.320(2), which permits, respectively,
any action that may be taken at a meeting of the Board or at a meeting of the shareholders be taken by the written consent of
the Board and by holders of outstanding shares of the Company having not less than the minimum number of votes necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and pursuant to § 13
(for shareholders) and § 21 (for the Board) of the Company’s Amended and Restated By-Laws (the “By-Laws”),
which permit any action that may be taken at a meeting of shareholders and/or the Board be taken by the written consent of the
Board and by the holders of outstanding common stock of the Company. All necessary corporate approvals in connection with the
adoption of the Amendment have been obtained.
The
Information Statement is being furnished to the holders of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and Nevada law solely for the purpose of informing our shareholders of these corporate actions before they take effect. In accordance
with Rule 14c-2 under the Exchange Act, these actions will not become effective until at least 20 calendar days after the mailing
of this Notice and the accompanying Information Statement, and thus we plan to file the Amendment as soon thereafter as is reasonably
practicable.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
You
have the right to receive this Notice and the accompanying Information Statement if you were a shareholder of record of our Company
at the close of business on June 30, 2021.
By
Order of the Board of Directors
____________________________
Ruairidh
Campbell
Chief
Executive Officer
July
[*], 2021
ARVANA
INC.
299
South Main Street, 13th Floor
Salt
Lake City
Utah
84111
INFORMATION
STATEMENT
General
In
this Information Statement, unless the context otherwise requires, “Arvana Inc.,” the “Company,” “we,”
“us” and “our” and similar expressions refer to Arvana Inc., a Nevada corporation.
This
Information Statement is being sent to inform our shareholders that we have obtained a joint written consent (the “Consent”)
from the Board and the holders of a majority of the votes entitled to be cast by all holders of outstanding shares of the Common
Stock of the Company, to amend our Articles of Incorporation (the “Charter”) as set forth in the Certificate of Amendment
to the Articles of Incorporation attached hereto as Annex A (the “Amendment”).
This
Information Statement is being mailed on or about July [*], 2021, to the Company’s shareholders of record as of July 9,
2021 (the “Record Date”). This Information Statement constitutes notice to our shareholders of corporate actions taken
by the Board and by our shareholders without a meeting.
We
will pay the costs of preparing and sending out the enclosed Notice and this Information Statement. We will require brokerage
houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners
of our Common Stock, held by them and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such materials.
The
date of this Information Statement is July [*], 2021.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The
Action by Written Consent
On
June 30, 2021 (the “Shareholder Vote Date”), the holders of a majority of the votes entitled to be cast by holders
of outstanding shares of Common Stock of the Company (the “Consenting Shareholders”), who jointly executed the Consent
approving the Amendment, as described herein, beneficially owned 2,625,680 shares (57.05%) of our outstanding Common Stock. As
of the Shareholder Vote Date, there were 4,610,670 shares of our Common Stock outstanding. No payment was made to any person or
entity in consideration of their execution of the Consent.
Voting
and Vote Required
The
Company is not seeking consents, authorizations or proxies from you. NRS § 78.315 provides that any action required or permitted
to be taken at a meeting of the Board may be taken without a meeting if a written consent is signed by all members of the Board,
with such exceptions not here applicable. NRS § 78.320 provides that any action that may be taken at a meeting of shareholders
may be taken by written consent by the holders of outstanding stock of the Company having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Approval of at least a majority of outstanding stock entitled to vote thereon was required to approve the Amendment.
As
of the Shareholder Vote Date, the Company had 4,610,670 shares of Common Stock outstanding and entitled to vote. Each share of
Common Stock is entitled to one vote. On the Shareholder Vote Date, the Consenting Shareholders beneficially owned 2,625,680 shares
of Common Stock in the aggregate, which represents 57.05% of the votes entitled to be cast by holders of all outstanding shares
of Common Stock. Accordingly, the Consent executed by the Board and the Consenting Shareholders pursuant to, respectively,
NRS §§ 78.315 and 78.320, is sufficient to approve the Amendment pursuant to NRS § 78.390, and no further shareholder
action is required to approve this matter.
APPROVAL
OF THE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
Description
of the Amendment
On
June 30, 2021, our Board and the holders of a majority of our outstanding shares entitled to vote adopted a resolution authorizing
an amendment to the Company’s Charter to change our name to Swissx America Corporation. A copy of the text of the Amendment
is attached to this Information Statement as Annex A. The changes in the Amendment will become effective upon the filing
of the Amendment with the Secretary of State of the State of Nevada, which is expected to occur twenty (20) calendar days
following the mailing of this Information Statement, or as soon thereafter as is reasonably practicable.
Reasons
for and Effects of the Amendment
The
Amendment changes our name to Swissx America Corporation to reflect a rebranding effort following the entry by the Company into
a non-binding Confidential Term Sheet dated May 21, 2021 (the “Term Sheet”), executed by and among the Company, Altaf
Nazerali, his affiliates, and Alki David. The Term Sheet contemplates, in part, debt settlement of existing payables for shares;
a prohibition against the sale or transfer of shares held by control persons for twelve-months after the closing of a business
transaction; an asset purchase agreement to be determined; appointments to the Board; and a period of exclusivity in order to
negotiate a definitive transaction.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of June
30, 2021, prior to the effectiveness of certain voting proxies granted on even date, by (i) each of our directors, (ii) each of
our executive officers, (iii) our executive officers and directors as a group, and (iv) each beneficial shareholder known to us
to own more than 5% of our outstanding Common Stock. Unless otherwise indicated, the stockholders listed possess sole voting and
investment power with respect to the shares shown.
|
Title
of Class
|
|
Name
and Address of Beneficial Owner (1)
|
|
Number
of Common Shares
|
|
Percentage
of Common Shares (2)
|
|
|
Directors
and Officers
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Ruairidh
Campbell, CEO, CFO, PAO and Director
|
|
|
—
|
|
|
|
—
|
|
|
|
|
299
S. Main Street, 13th Floor
|
|
|
|
|
|
|
|
|
|
|
|
Salt
Lake City, Utah 84111
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Shawn
Teigen, Director
|
|
|
—
|
|
|
|
—
|
|
|
|
|
299
S. Main Street, 13th Floor,
|
|
|
|
|
|
|
|
|
|
|
|
Salt
Lake City, Utah 84111
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Sir
John Baring, Director
|
|
|
14,625
|
|
|
|
<1.0
|
%
|
|
|
|
299
S. Main Street, 13th Floor,
|
|
|
|
|
|
|
|
|
|
|
|
Salt
Lake City, Utah 84111
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
All
Directors and Executive Officers as a Group
|
|
|
14,625
|
|
|
|
<1.0
|
%
|
|
Common
Stock
|
|
Valor
Invest Ltd. (3)
|
|
|
380,080
|
|
|
|
8.34
|
%
|
|
|
|
60
Rue du Rhone, Fifth Floor
|
|
|
|
|
|
|
|
|
|
|
|
Geneva
3, Switzerland CH 1211
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Altaf
Nazerali (3)
|
|
|
1,112,910
|
|
|
|
24.14
|
%
|
|
|
|
3001-788
Richards Street, Vancouver
British
Columbia, Canada V6B 0C7
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
International
Portfolio Management (3)
|
|
|
1,132,690
|
|
|
|
24.57
|
%
|
|
|
|
3001-788
Richards Street, Vancouver
British
Columbia, Canada V6B 0C7
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Raymond
Wicki
|
|
|
426,290
|
|
|
|
9.25
|
%
|
|
|
|
79
Shosshaldenstrasse
|
|
|
|
|
|
|
|
|
|
|
|
Bern,
Switzerland CH=3006
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Conrad
Swanson
|
|
|
395,920
|
|
|
|
8.59
|
%
|
|
|
|
792
Seymour Boulevard, North Vancouver
|
|
|
|
|
|
|
|
|
|
|
|
British
Columbia, Canada V7J 2J6
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
3,462,515
|
|
|
|
75.00
|
%
|
(1) Under
Securities and. Exchange Commission (the “SEC”) Rule 13d-3, the beneficial owner of a security includes any person
who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: voting
power which includes the power to vote, or direct the voting of shares; and/or investment power, which includes the power to dispose
or direct the disposition of shares. On June 30, 2021, Altaf Nazerali, Valor Invest Ltd. and International Portfolio Management
Inc. executed proxy agreements for an aggregate number of 2,625,680 shares in favor of Alki David. The proxies in favor of Mr.
David convey the power to vote or direct the voting of Company shares for a fourteen (14) month period that commenced on June
30, 2021, and do not include the power to dispose or direct the disposition of said shares.
(2) The
percentage calculations are based on the aggregate of 4,610,670 shares issued and outstanding as at June 30, 2021.
(3) Valor
Invest Ltd. and International Portfolio Management Inc. were under the common control and beneficial ownership of Altaf Nazerali
representing 2,625,680 or 57.05% of the Company’s issued and outstanding shares prior to the delivery of voting proxies
to Mr. David. A change in control of the Company was effective as of June 30, 2021, as disclosed on the Form 8-K dated July 7,
2021.
CONSENTING
SHAREHOLDERS
On
June 30, 2021, the Shareholder Vote Date, the following record holders of 2,625,680 shares of Company’s Common Stock in
the aggregate consented in writing to the matters stated herein. The total number of shares outstanding as of the Shareholder
Vote Date, for purposes of this calculation, is 4,610,670.
|
Name
of Stockholder
|
|
Shares
of Common Stock
Beneficially Owned
|
|
|
Percentage
of
Ownership
|
|
|
Altaf
Nazerali
|
|
|
1,112,910
|
|
|
|
|
24.14%
|
|
International
Portfolio Management (1)
|
|
|
1,132,690
|
|
|
|
|
24.57%
|
|
Valor
Invest Ltd. (1)
|
|
|
380,080
|
|
|
|
|
8.34%
|
|
Total
|
|
|
2,625,680
|
|
|
|
|
57.05%
|
(1)
International Portfolio Management Inc. and Valor Invest Ltd. are under the common control of Altaf Nazerali representing
2,625,680 or 57.05% of the Company’s issued and outstanding shares.
INTERESTS
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
The
Company is not aware of any substantial direct interests by security holdings or otherwise, of any director or officer in the
approval of the Amended Articles concerning the name change, that
are different from or greater than those of other stockholders.
EXCHANGE
ACT MATTERS
Our
Common Stock is currently registered under the Exchange Act, and we are subject to the periodic reporting and other requirements
of the Exchange Act. The Amendment will not affect the registration of our Common Stock under the Exchange Act or our reporting
or other requirements thereunder. Our Common Stock is currently quoted for trading on the OTC Market Group Inc.’s Pink Sheets
Current Information over the counter market platform under the symbol “AVNI,” though the Company will move to change
the symbol as soon as possible following the name change identified herein.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
OTHER
MATTERS
There
have been no proposals submitted by shareholders for consideration and the Board knows of no other matters other than those described
in this Information Statement which have been approved or considered by the holders of a majority of the shares of the Company's
voting stock.
DELIVERY
OF DOCUMENTS TO SHAREHOLDERS
Pursuant
to the rules of the SEC, we and the services that we employ to deliver communications to our shareholders are permitted to deliver
to two or more stockholders sharing the same address a single copy of this Information Statement. Upon written or oral request,
we will deliver a separate copy of the Information Statement to any shareholder at a shared address to which a single copy of
the Information Statement was delivered and who wishes to receive a separate copy of the Information Statement. Shareholders receiving
multiple copies of the Information Statement may likewise request that we deliver single copies of such documents in the future.
Shareholders may notify us of their requests by calling or writing to us at:
ARVANA
INC.
299
S. Main Street, 13th Floor
Salt
Lake City, Utah 84111
Attn:
Chief Executive Officer and Chairman of the Board
Telephone:
(801) 232-7395
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Information Statement contains “forward-looking statements.” These statements are based on our current expectations
and involve risks and uncertainties which may cause results to differ materially from those set forth in such statements. The
forward-looking statements may include statements regarding actions to be taken in the future. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements
should be evaluated together with the many uncertainties that affect our business, particularly those set forth in the section
on forward-looking statements in Item 1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as
filed with the SEC.
WHERE
YOU CAN FIND MORE INFORMATION
The
Company files its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
other documents electronically with the SEC under the Exchange Act. You may obtain such reports from the SEC’s website at
www.sec.gov. The Company will also make available, free of charge, our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to
Sections 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with,
or furnished to, the SEC.
Delivery
to Stockholders Holding Securities in Brokerage Houses
The
Company will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement
to the beneficial owners of Common Stock held of record.
Effective
Date
The
Amended Articles, approved by the Board and the Consenting Shareholders, in accordance with Rule 14(c)-2 promulgated under the
Exchange Act, will be made effective no earlier than twenty (20) days after this Information Statement is mailed to Company shareholders.
We anticipate the effective date to be on or about July [*], 2021.
By
Order of the Board of Directors,
____________________________
Ruairidh
Campbell
Chief
Executive Officer
July
[*], 2021
ANNEX
A
CERTIFICATE
OF AMENDMENT
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385(d) – Name Change)
1.
Name of corporation:
2.
The articles have been amended as follows: (provide article numbers, if available)
Article
I is deleted in its entirety and replaced with the following:
|
ARTICLE
I
Name
The
name of the Corporation is Swissx America Corporation.
|
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:
|
On
June 30, 2021, by joint written consent of the Board of Directors of the Corporation and the holders of a majority of approximately
fifty-seven percent (57%) of the issued shares, the Corporation resolved to change its name as stated above.
|
|
4.
Effective date and time of filing: (optional)
|
Date:
|
|
|
Time:
|
|
|
|
|
(must
not be later than 90 days after the certificate is filed)
|
5.
Signature: (required)
|
X /s/
Ruairidh Campbell, Chief Executive Officer
|
|
|
Signature
of Officer
|
|
*
If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of
outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of
the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless
to limitations or restrictions on the voting power thereof.
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