FDOC Fuel Doctor Holdings Inc (PK)

INFORMATION STATEMENT

Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

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[X] Preliminary Information Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

[ ] Definitive Information Statement

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FUEL DOCTOR HOLDINGS, INC.

(Name of Registrant As Specified In Charter)

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FUEL DOCTOR HOLDINGS, INC.

20 Raul Wallenberg Street

Tel Aviv, Israel  

INFORMATION STATEMENT

March 31, 2022

GENERAL INFORMATION

This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the holders (the "Stockholders") of outstanding shares of capital stock, of Fuel Doctor Holdings, Inc., a Delaware Corporation (the "Company”) to advise you of an action which has already been approved by a majority in interest of the stockholders of the Company (the “Action”), namely, an amendment to the Company's Certificate of Incorporation (the "Amendment") which increases the number of shares of Common Stock that the Company is authorized to issue to Two Billion Nine Hundred Ninety Million (2,990,000,000) shares.

The Company's Board of Directors, on March 22, 2022, approved the Amendment and recommended that the Amendment be approved by written consent of a majority in interest of our stockholders.

In order to accelerate the Action and to reduce the costs of obtaining stockholder approval, our Board of Directors elected to obtain such approval by utilizing the written consent of the holders of a majority in interest of our capital stock (the “Consent”). The elimination of the need for a special meeting of stockholders to approve the Action is made possible by Section 228 of the Delaware General Corporation Law (the "Delaware Law") which provides that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a special meeting. Pursuant to Section 242 of the Delaware Law, the Amendment is required to be approved by a majority in interest of our stockholders. In accordance with Rule 14c-2(b) under the Securities Exchange Act of 1934, as amended, the corporate action can be taken no sooner than 20 calendar days after this Information Statement is first mailed to the stockholders of the Company. If the proposed action was not adopted by written consent, it would have to be considered by the Company's stockholders at a special stockholders' meeting convened for the specific purpose of approving the Action upon the expiration of the 20-day period set forth above.

On or about March 22, 2022, Stockholders, who own in the aggregate 136,413,000 shares of our Common Stock, representing in the aggregate approximately 53.1% of the voting rights of our outstanding shares gave their written consent to the adoption of the Action. The proposed Amendment will become effective when filed with the Secretary of State of the State of Delaware upon the expiration of the 20-day period set forth above.

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND A PROXY.

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ACTION TO BE TAKEN

AMENDMENT OF CERTIFICATE OF INCORPORATION
TO INCREASE NUMBER OF SHARES OF COMMON STOCK THAT THE COMPANY IS AUTHORIZED TO ISSUE

The Amendment to the Company's Certificate of Incorporation provides as follows:

“The total number of shares of all classes of stock which the Corporation shall have authority to issue is Three Billion (2,0000,000) shares of which Ten Million (I0,000,000) shares shall be Preferred Stock, par value $.0001 per share, and Two Billion Nine Hundred Ninety Million (2,990,000,000) shall be Common Stock, par value $.0001 per share.”

Purpose and Effect of Amendment.

The Company is currently considering a number of strategic business alternatives and believes that it may not have sufficient authorized, but unissued, shares of its Common Stock to facilitate the issuance of additional shares in connection with such alternatives. As of this date, no new strategic business alternatives have been adopted or finalized. In order to facilitate any strategic business alternative, which may be essential to the Company’s continued operations, the Company's Board of Directors believes that the proposed increase in authorized capital is beneficial to the Company because it provides the Company with the flexibility it needs to adopt any such alternatives At this time, the Company has not made any binding commitments with respect to any new strategic business alternative. The Board of Directors intends to implement the increase in the Company’s authorized capital twenty days following the mailing of this Information Statement to the Company’s shareholders. For these reasons, our Board of Directors has chosen to adopt and recommend the Amendment.

Following the increase in the Company’s authorized capital, no new stock certificates will be issued and existing certificates representing the shares will continue to be valid. In the future, new share certificates will be issued reflecting the increase in authorized capital, but this in no way will affect the validity of your current share certificates. The increase in authorized capital will occur on the Effective Date of the Amendment without any further action on the part of our stockholders.

RECORD DATE

The close of business March 22, 2022, has been fixed as the record date for the determination of stockholders entitled to receive this Information Statement.

EFFECTIVE DATE OF ACTION

Pursuant to Rule 14c-2 under the Exchange Act, the filing of the Amendment

to the Certificate of Incorporation with the Delaware Secretary of State or the effective date of such filing shall not occur until a date at least twenty (20) days after the date on which this Information Statement has been mailed to the Stockholders. The Company anticipates that the Action contemplated hereby will be effected on or about the close of business on April 30, 2022.

EXPENSES OF INFORMATION STATEMENT

The expenses of mailing this Information Statement will be borne by the Company, including expenses in connection with the preparation and mailing of this Information Statement and all documents that now accompany or may hereafter supplement it. It is contemplated that brokerage houses, custodians, nominees, and fiduciaries will be requested to forward the Information Statement to the beneficial owners of the Common Stock held of record, on the Record Date, by such persons and that the Company will reimburse them for their reasonable expenses incurred in connection therewith.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the "1934 Act Filings") with the Securities and Exchange Commission (the "Commission"). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").

The following documents as filed with the Commission by the Company are incorporated herein by reference:

(1)        Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022. June 30, 2022 and September 30, 2022; and

(2)        The Company’s Form 10 Registration Statement.

OUTSTANDING VOTING SECURITIES

As of the date of the written consent by the Majority Stockholders, March 22, 2022, the Company had 256,739,363 shares of Common Stock issued and outstanding, par value $0.0001. Each share of outstanding Common Stock is entitled to one vote.

On March 22, 2022, the holders of 136,413,000 shares of Common Stock (or approximately 53.1% of the 256,739,363 shares of Common Stock then-outstanding) executed and delivered to the Company the written Consent approving the Action (collectively, referred to herein as the “Majority Stockholders”). Since the Action has been approved by the Majority Stockholders, no proxies are being solicited with this Information Statement.

The Delaware Law provides in substance that unless the Company's Certificate of Incorporation provides otherwise, stockholders may take action without a meeting of stockholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present.