On November 12, 2019, Darkstar Ventures, Inc. (the “Company”) completed its merger with the Delaware corporation that was previously known as “Samsara Luggage, Inc.” (“Samsara”) in accordance with the terms of the Merger Agreement and Plan of Merger, dated as of May 10, 2019, (the “Merger Agreement”) by and among the Company, Samsara, and Avraham Bengio, pursuant to which Samsara merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Following the completion of the Merger, the business of the Company going forward shall be the Samsara business operation prior to the Merger, namely, the development and sale of smart luggage products.

The Company filed (1) Articles of Merger with the Secretary of State of the State of Nevada in which the Company amended its Articles of Incorporation to change the Company’s name from “Darkstar Ventures, Inc.” to “Samsara Luggage, Inc.” (the “Name Change”) effective as of November 12, 2019; and (2) a Certificate of Amendment with the Secretary of State of the State of Nevada in which the Company increased the number of authorized shares of common stock of the Company (“Common Stock”) from 2,000,000,000 shares of common stock to 5,000,000,000 shares of common stock (the “Share Capital Increase”) effective as of November 12, 2019.

In connection with the Merger, the Company and Avraham Bengio entered into an Assignment and Assumption Agreement (the “Spin-off Agreement”) dated November 12, 2019, pursuant to which the Company sold 100% of the issued and outstanding shares of the Company’s wholly-owned Israeli subsidiary, Bengio Urban Renewal Ltd. (“Bengio Urban”), and all of the Company’s interest in Bengio Urban (including all debts and liabilities owed by the Company to Bengio Urban and the debts of Bengio Urban to the Company) to Avraham Bengio, the CEO and principal shareholder of the Company (prior to the Merger). The foregoing description of the Spin-off Agreement is subject to and qualified in its entirety by reference to the Spin-off Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

At the effective time of the Merger, each share of common stock of Samsara, $0.0001 par value, was converted into the right to receive 458.124 shares of the Company’s common stock, such that the shareholders of Samsara will be issued new shares of the Company representing approximately 80% of the issued and outstanding shares of the Company’s common stock following the completion of the Merger. The exchange rate was determined through arms’-length negotiations between the Company and Samsara.

Immediately after the Merger, assuming the issuance of all of the merger consideration, there are approximately 3,236,851,080 shares of Common Stock outstanding, of which (i) the former stockholders of Samsara own 2,589,506,080 shares, representing approximately 80% of the outstanding shares of Common Stock; and (ii) the Company’s stockholders immediately prior to the Merger own 647,345,000 shares, representing approximately 20% of the outstanding shares of Common Stock.

The shares of Common Stock issued to the former stockholders of Samsara were registered with the SEC on a Registration Statement on Form S-4 (Reg. No. 333-234056).

The Common Stock listed on the OTC Pink Marketplace, previously trading through the close of business on November 11, 2019 under the ticker symbol “DAVC,” commenced trading on the OTC Pink Marketplace under the ticker symbol “SAML” on November 12, 2019. The Common Stock has a new CUSIP number, 79589J101.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement that was filed as Annex A to the Company’s Registration Statement on Form S-4 filed with the SEC on October 2, 2019 and incorporated herein by reference.