Item 8.01.
Other
Events
The Reincorporation
Effective January 27, 2017, Trans-Pacific
Aerospace Company, Inc. (the “Company”) completed a change of domicile (the “Reincorporation”) to Wyoming
from Nevada by means of a merger of Trans-Pacific Aerospace Company Inc., a Nevada corporation (“TPAC-NV”) with and
into the Company’s wholly-owned subsidiary, Trans-Pacific Aerospace Company, Inc., a Wyoming corporation (“TPAC-WY”).
The merger agreement was entered into on December 12, 2016 and was previously disclosed and attached as an appendix to the Company’s
Definitive Information Statement on Form 14C filed with the Securities and Exchange Commission on December 27, 2016 (the “Information
Statement”). The articles of merger were accepted by the State of Wyoming on January 27, 2017 and by the State of Nevada
on January 23, 2017. The Reincorporation was approved by written consent of the Company’s stockholders holding approximately
86% of the voting power of the company on December 12, 2016.
Effects of the Reincorporation
The principal effects of the Reincorporation
are:
The affairs of the Company ceased to be
governed by Nevada corporation laws pursuant to the Nevada Revised Statutes (“NRS”) and become subject to Wyoming corporation
laws pursuant to the Wyoming Business Corporation Act (the “WBCA”). The Company’s governance is pursuant to the
Articles of Incorporation filed in Wyoming and the Bylaws, reflecting, among other things, application of the WBCA.
The resulting Wyoming corporation (TPAC-WY),
is deemed to be same entity as the Company previously incorporated in Nevada (TPAC-NV), and there is no change in the Company’s
business, management, employees, headquarters, benefit plans, assets, liabilities or net worth (other than as a result of the costs
incident to the Reincorporation, which we expect to be immaterial).
The directors and officers of the Company
prior to the effective time of the Reincorporation hold the same respective positions with TPAC-WY following the Reincorporation,
and there is no substantive change in employment agreements for executive officers or in other direct or indirect interests of
the directors or executive officers of the Company.
Each of TPAC-NV’s issued and
outstanding shares of common stock and of preferred stock automatically converted into an equivalent number of issued and
outstanding shares of common stock and preferred stock of TPAC-WY, without any action on the part of our shareholders. The
number of issued and outstanding shares of capital stock of TPAC-WY is identical to the Company’s capital stock
existing immediately prior to the Reincorporation. The terms of the Series A Preferred Stock and Series B Preferred Stock of
TPAC-WY is identical to the terms of the Series A Preferred Stock and Series B Preferred Stock of TPAC-NV.
The Company’s common stock is still
quoted on the OTC Markets under the same symbol “TPAC.” The Company will continue to file periodic reports and other
documents as and to the extent required by the rules and regulations of the SEC.
Although the Articles of Incorporation
of TPAC-WY (the “Wyoming Articles of Incorporation”) and the bylaws of TPAC-WY (the “Wyoming Bylaws”) are
substantially similar to the articles of incorporation of TPAC-NV (the “Nevada Articles”) and the bylaws of TPAC-NV
(the “Nevada Bylaws”), respectively, they also include certain provisions that differ in some respects from the provisions
contained in the Nevada Articles and Nevada Bylaws. In particular, the Wyoming Articles of Incorporation increased the authorized
common stock to an unlimited amount of shares and also specifically provide for shareholder action without a meeting. A description
of the rights of the shareholders that were changed as a result of the Reincorporation and a comparison of the WBCA, Wyoming Articles,
and Wyoming Bylaws with the NRS, Nevada Certificate, and Nevada Bylaws are set forth in the Information Statement under the section
entitled “Proposal 1 – Reincorporation-- The Corporation From The State Of Nevada To The State Of Wyoming– Effects
of Reincorporation in Wyoming-- Significant Differences Between the Corporation Laws of Nevada and Wyoming”. Such description
and comparison are incorporated in their entirety herein by reference and are qualified in their entirety by reference to the WBCA
and NRS, respectively, as well as the Wyoming Articles which are incorporated by reference as Exhibit 3.1 to this Current Report
and the Wyoming Bylaws, which are incorporated by reference as Exhibit 3.2 to this Current Report.
The Reincorporation did not affect any
of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material
contractual arrangements continue to be rights and obligations of the Company after the Reincorporation. The Reincorporation did
not result in any change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees,
assets, liabilities or net worth of the Company.
The foregoing description of the Reincorporation,
Merger Agreement, Wyoming Articles, and Wyoming Bylaws does not purport to be complete and is qualified in its entirety by reference
to the full text of the Merger Agreement, the Wyoming Articles, and the Wyoming Bylaws, copies of which are filed as Exhibits 2.1,
3.1, and 3.2 respectively, to this Current Report and incorporated herein by reference.