SRSG Spirits Time International Inc (PK)

SPIRITS TIME INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

  Nevada                               20-3455830 

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)  

1661 Lakeview Circle

Ogden, Utah 84403

(Address of principal executive offices, including zip code)

(801) 399-3632

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 - Other Events.

Item 8.01 Other Events.

On April 14, 2023, Spirits Time International, Inc. (the “Company”), entered into an Agreement and Plan of Merger (“Merger Agreement”) with BioSculpture Technology, Inc. (“BioSculpture”) to, subject to a number of conditions, acquire 100% of the ownership of BioSculpture for consideration of 90,000,000 shares (30,000,000 shares post 1-for-3 reverse stock split) of the Company’s unregistered common stock. The Agreement requires that prior to the close of the Merger, the Company complete a 1-for-3 reverse stock split which will result in stockholders owning one share of the Company’s stock for every three shares currently held.  

The Company continues to attempt to meet the conditions of the Merger Agreement. On October 9, 2023, the parties agreed to extend the termination date of the Merger Agreement by 60 days to December 8, 2023. There is no assurance that the Merger Agreement will close. There will be many conditions to closing of the Merger Agreement, many of which are outside of the parties’ control, and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing of the merger as set out in the Merger Agreement will occur.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

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