Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): Dec 5, 2023

Arax Holdings Corp.

(Exact Name of Registrant as Specified in Charter)

Nevada		333-185928		99-0376721
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1600 B SW Dash Point Rd, #1068 Federal Way, WA 98023

Registrant’s telephone number, including area code: (850) 254-1161

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:

☐	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 DFR 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On Nov 30, 2023 (the “Effective Date”), the Company and Undo Studios SA, (Nemesis) entered into a Sales Purchase agreement, to acquire 31% of the share capital of Nemesis in a share swap and cash transaction representing a minority interest in the assets, licenses, and intellectual property of Nemesis.

Pursuant to the provisions in the Sale Purchase Agreement, the Company will issue (six million six hundred and fifty thousand) 6,650,000 shares of its common stock at fair market value as of the date of the Sale Purchase Agreement for the initial 20% and the option for the remaining 11% of Nemesis. The common shares issued for the conversion if exercised, shall be issued with a restriction under Rule 144 of the U.S. Securities and Exchange Commission Act of 1934. That portion of the Company’s issued shares representing the 11% of the Nemesis acquisition will be held in escrow until such time as the option has been exercised.

In addition, the Company agrees to invest a total amount of (one million two hundred thousand) $1,200,000 in cash installments of (one hundred thousand) $ 100,000 per month starting December 1, 2023. Any amounts previously paid to Nemesis under a previously reported Letter of Intent will be deducted from this amount due.

The Company has the option to acquire an additional 11% of Nemesis upon fulfillment of certain milestones to be agreed upon in a future agreement. Nemesis will provide one seat to Arax as a Director of Undo Studios and will allow Arax to have operational oversight on an ongoing basis.

The foregoing description of the Sale Purchase Agreement does not purport to be complete and are qualified in their entirety by reference to the full text of the Letter of Intent, which is filed as Exhibits 99.1, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

99.1*

LETTER OF INTENT

* Filed herewith

SIGNATURES

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

	Arax Holdings Corp.

	By:	/s/ Christopher D. Strachan
		Christopher D. Strachan Chief Financial Officer

Dated: Dec 5, 2023

Letter of Intent

Dated November 29, 2023

by and among

on the one hand

Undo Studios SA, c/o SiPaFid SA Via Ferruccio Pelli 13 6900 Lugano, Switzerland, registered with the Register of Commerce under No. CHE-434.124.671

(the "Company")

and

on the other hand

ARAX HOLDINGS CORP., a company registered under the laws of United States of America with registered office at 30 N Gould Street Sheridan, Wyoming 82801 (850) 254-1161,

(the “Investor”)

(Company and Investor each a “Party” and collectively the “Parties”)

Whereas

(A)

Undo Studio SA is a company registered under the laws of Switzerland, with registered office at c/o SiPaFid SA Via Ferruccio Pelli 13 6900 Lugano, Switzerland, registered with the Register of Commerce under No. CHE-434.124.671, with a share nominal value of CHF 100 per share, engaged in the business of developing of software and new technologies, in particular the metaverse;

(B)

Arax Holding Corp. is a company registered under the laws of United States of America with registered office at 30 N Gould Street Sheridan, Wyoming 82801 (850) 254-1161,with a share nominal value of USD 0.0001, per share is a company holding participations in different entity building software solutions on the Core Blockchain and implementing the Codetech Ecosystem and the Luna Mesh in use cases for peer to peer solutions and communication;

(C)

The Parties have subscribed on the 29^th August 2023 a Letter of Intent foreseeing the covering of USD 31’386 in exchange of a future investment into the Company. With Addendum to the Letter of Intent dated 11^th September 2023 the Parties agreed to a further financing of USD 39’150.

(D)

The Parties agree to regulate certain provisions contained in this Agreement into all details with the drafting and signature of specific agreements, as provided below and where needed, within 30 days from the signature of this Agreement.

(E)

For the purpose of this agreement, the following forex rates (average last 3 months) are used:

EUR/CHF= 0,96

USD/CHF= 0,88

NOW THEREFORE

INVESTMENT

1.1

The Investor agrees to invest a total amount of USD 1’200’000 (one million two hundredth thousand USD) in the Company in exchange for 6% (six percent) of the Company’s corporate capital shares, on a fully diluted basis.

1.2

The total amount shall be paid in subsequent instalments, at least paid every 30 days, and in maximum 12 instalments.

1.3

The amounts already paid by the Investor as per (C) above will be deducted from the total amount to be paid under 1.1. whereas Arax will deduct USD 40’000 for the first two months in 1.2 above

1.4

The investment will be regulated by an “Investment Agreement” to be drafted by the Parties as per (D) above.

quota conversion

2.1

The Company further agrees and undertakes towards the Investor to swap an amount of the Company's existing shares towards existing shares of the Investor (the “Quota Conversion”).

2.2

The agreed swap for the Quota Conversion will consist of the following:

(i)

6’650’000 (Six million six hundredth and fifty thousand) shares of ARAX HOLDINGS CORP. in exchange for

(ii)

14% (fourteen percent) of Undo Studios’ corporate capital shares, on a fully diluted basis.

2.3

The Quota Conversion will be regulated by a specific agreement (the “QC Agreement”) to be drafted by the Parties as per (D) above.

nEW INVESTMENT

3.1

Moreover, the Company grants the Investor with an option to subscribe to an additional 11% (eleven percent, the “Option”), on a fully diluted basis, of the Company’s corporate capital.

3.2

The Option will be exercisable upon fulfilment of a set of business milestones which will be agreed by the Parties and will be included in a separate agreement to be drafted as per (D) above.

NEW INVESTORS

The Investor is aware that the Company needs further new investments for the development of its activities and expressly agrees and authorizes the Company to search for new investors and funding. The Company will inform the Investor about the discussions with any new investors but will not need the Investor’s approval to conclude any fundraising agreements provided that they are concluded at a pre-money evaluation which is equal or higher than the one which will be defined in the Investment Agreement.

Whole agreement

This Letter of Intent currently constitutes the whole agreement and understanding of the Parties and supersedes any previous arrangements, understandings or agreements relating to the subject matter of this Letter of Intent.

Variation and waiver

6.1

Any variation of this Letter of Intent must be in writing and signed by or on behalf of the parties.

6.2

Any waiver of any right under this Letter of Intent is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

6.3

No failure to exercise or delay in exercising any right or remedy provided under this Letter of Intent or by law constitutes a waiver of such right or remedy nor shall it prevent any future exercise or enforcement thereof.

6.4

No single or partial exercise of any right or remedy under this Letter of Intent shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

Governing law and jurisdiction

7.1

This Letter of Intent and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the substantive laws of Switzerland.

7.2

The parties irrevocably agree that the competent courts of Lugano, Switzerland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Letter of Intent or its subject matter or formation (including non-contractual disputes or claims).

Signed on November 29, 2023 by:

/S/Alessandro De Grandi

________________________

Undo Studios SA

Name: Alessandro De Grandi

Title: CEO

/S/Michael P. Loubser

________________________

ARAX HOLDINGS CORP.

Name: Michael Loubster

Title: CEO

Cover	Dec. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 05, 2023
Entity File Number	333-185928
Entity Registrant Name	Arax Holdings Corp.
Entity Central Index Key	0001566243
Entity Tax Identification Number	99-0376721
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1600 B SW Dash Point Rd, #1068
Entity Address, City or Town	Federal Way
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98023
City Area Code	(850)
Local Phone Number	254-1161
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false