ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 19, 2021, Alterola Biotech, Inc. (the “Company”)
entered into a Stock Transfer Agreement (the “Agreement”) with ABTI Pharma Limited, a company registered in England
and Wales (“ABTI Pharma”), pursuant to which the Company will acquire all of the outstanding shares of capital stock
of ABTI Pharma from its shareholders in exchange for 600,000,000 shares of the Company issued pro rata to the ABTI Pharma shareholders.
The shares have been issued in anticipation of the closing and the transaction will close upon the ABTI Pharma shares being transferred
to the company which will occur upon the filing by the company of its outstanding annual report and form 10-K for 2019, and its
quarterly reports for 2020, that are anticipated to be filed by March 30th 2021.
Pursuant to the Agreement, from the date of closing , the Company
will provide funding to ABTI Pharma to pay for operating expenses including salaries, office expenses and additional expenses
or projects in the amount of US$500,000 within fifteen (15) days from closing and shall fund an additional US $200,000 every 30
days thereafter until a total funding of US $1,100,000 has been delivered.
Further pursuant to the Agreement the company will endeavor to
raise a total of at least $50,000,000 with $45,000,000 in net proceeds and the company will arrange an underwriting commitment
of the first ($25,000,000 USD) to be funded at a price of not less than $1.00 per share within 45 days of closing.
As part of the Agreement, Amsterdam Café Holdings Limited
agreed to cancel and return to the Company 200,000,000 shares that it held, accordingly the 200,000,000 were returned and cancelled
as per the agreement.
Pursuant to the agreement the company issued 19,100,000 shares
of common stock to Bulls Run Investments Limited. a Hong Kong Company.
The Company also agreed to appoint new board members
and officers as detailed in the Agreement.
The Agreement has been attached as an exhibit hereto in order to
provide investors with information regarding its terms. The representations, warranties, and covenants contained in the Agreement
were made only for the purposes of the Agreement, were made as of specific dates, were made solely for the benefit of the parties
to the Agreement, and may not have been intended to be statements of fact, but rather as a method of allocating risk and governing
the contractual rights and relationships among the parties to the Agreement. In addition, such representations, warranties, and
covenants may have been qualified by certain disclosures not reflected in the text of the Agreement and may apply standards of
materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s
shareholders. None of the Company’s shareholders or any other third party should rely on the representations, warranties,
and covenants, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, or
any of its respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties
may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s
public disclosures. The Agreement should not be read alone, but should instead be read in conjunction with the other information
regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K,
and other documents that the Company files or has filed with the SEC.
The foregoing description of
the Agreement is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of
the Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.