"TPAC-NV will be merged with and into TPAC-WY."
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Posted On: 01/24/2017 12:32:38 PM
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"TPAC-NV will be merged with and into TPAC-WY."
This may be..... one..... of the mergers you may have heard about.
From Dec 15 filing.
Full filing link here.Partial quote below.
http://www.otcmarkets.com/edgar/GetFilingHtml...D=11752290
REINCORPORATION OF THE CORPORATION FROM THE STATE OF NEVADA TO THE STATE OF WYOMING
____________________
Introduction
On December 12, 2016, the holders of approximately 86% of our voting stock have approved by written consent the reincorporation of the company from Nevada to Wyoming. The board of directors has unanimously approved the proposal. We have formed a wholly-owned Wyoming subsidiary named Trans-Pacific Aerospace Company, Inc., which we refer to as “TPAC-WY” in this information statement. We will use the term “TPAC-NV” to refer to our existing Nevada corporation. The reincorporation will be effected by a merger transaction in which TPAC-NV will be merged with and into TPAC-WY.
TPAC-WY, which was incorporated on December 2, 2016 for the sole purpose of effecting the merger, has not engaged in any business to date and has no assets.
The merger will not result in any change to the business, management, location of the principal executive offices or other facilities, capitalization, assets or liabilities of the company. TPAC-NV’s employee benefit arrangements will be continued by TPAC-WY upon the same terms and subject to the same conditions. In management’s judgment, no presently contemplated activities of the company will be either favorably or unfavorably affected in any material respect by the reincorporation. As stockholders of our company, however, you should be aware that the corporation law of Wyoming and the corporation law of Nevada differ in a number of significant respects, including differences pertaining to the rights of stockholders. We encourage you to carefully review the discussion of some of these differences under the heading “Significant Differences Between the Corporation Laws of Nevada and Wyoming.”
In the merger, each issued and outstanding share of TPAC-WY (all of which are owned by TPAC-NV) will be retired and canceled and each issued and outstanding share of common stock, Series A Preferred Stock, and Series B Preferred Stock of TPAC-NV will be automatically converted into and become one share of common stock, Series A Preferred Stock, or Series B Preferred Stock, as the case may be, of TPAC-WY upon completion of the merger. Upon completion of the merger, TPAC-NV, as a corporate entity, will cease to exist, and TPAC-WY will continue to operate the business of the company. It will not be necessary for stockholders to exchange their existing stock certificates for stock certificates of TPAC-WY. A copy of the Agreement and Plan of Merger, which we refer to as the “merger agreement” in this proxy statement, is attached to this proxy statement as Appendix A.
We are currently governed by the Nevada Revised Statutes and our current articles of incorporation and bylaws. If the reincorporation is approved, we will be governed by the Wyoming Business Corporation Act and by a new certificate of incorporation and bylaws, which will result in certain changes in the rights of our stockholders as discussed below. Copies of the certificate of incorporation and bylaws of TPAC-WY are attached to this proxy statement as Appendices B and C, respectively.
The reincorporation of the company in Wyoming will allow us to take advantage of certain provisions of the corporate laws of Wyoming. The purposes and effects of the proposed transaction are summarized below.
The following is a summary of the reincorporation. Because it is a summary, it does not include all of the information regarding the reincorporation and is therefore qualified in its entirety by reference to the merger agreement, the articles of incorporation of TPAC-WY, and the bylaws of TPAC-WY attached to this information statement as Appendices A, B, and C, respectively.
This may be..... one..... of the mergers you may have heard about.
From Dec 15 filing.
Full filing link here.Partial quote below.
http://www.otcmarkets.com/edgar/GetFilingHtml...D=11752290
REINCORPORATION OF THE CORPORATION FROM THE STATE OF NEVADA TO THE STATE OF WYOMING
____________________
Introduction
On December 12, 2016, the holders of approximately 86% of our voting stock have approved by written consent the reincorporation of the company from Nevada to Wyoming. The board of directors has unanimously approved the proposal. We have formed a wholly-owned Wyoming subsidiary named Trans-Pacific Aerospace Company, Inc., which we refer to as “TPAC-WY” in this information statement. We will use the term “TPAC-NV” to refer to our existing Nevada corporation. The reincorporation will be effected by a merger transaction in which TPAC-NV will be merged with and into TPAC-WY.
TPAC-WY, which was incorporated on December 2, 2016 for the sole purpose of effecting the merger, has not engaged in any business to date and has no assets.
The merger will not result in any change to the business, management, location of the principal executive offices or other facilities, capitalization, assets or liabilities of the company. TPAC-NV’s employee benefit arrangements will be continued by TPAC-WY upon the same terms and subject to the same conditions. In management’s judgment, no presently contemplated activities of the company will be either favorably or unfavorably affected in any material respect by the reincorporation. As stockholders of our company, however, you should be aware that the corporation law of Wyoming and the corporation law of Nevada differ in a number of significant respects, including differences pertaining to the rights of stockholders. We encourage you to carefully review the discussion of some of these differences under the heading “Significant Differences Between the Corporation Laws of Nevada and Wyoming.”
In the merger, each issued and outstanding share of TPAC-WY (all of which are owned by TPAC-NV) will be retired and canceled and each issued and outstanding share of common stock, Series A Preferred Stock, and Series B Preferred Stock of TPAC-NV will be automatically converted into and become one share of common stock, Series A Preferred Stock, or Series B Preferred Stock, as the case may be, of TPAC-WY upon completion of the merger. Upon completion of the merger, TPAC-NV, as a corporate entity, will cease to exist, and TPAC-WY will continue to operate the business of the company. It will not be necessary for stockholders to exchange their existing stock certificates for stock certificates of TPAC-WY. A copy of the Agreement and Plan of Merger, which we refer to as the “merger agreement” in this proxy statement, is attached to this proxy statement as Appendix A.
We are currently governed by the Nevada Revised Statutes and our current articles of incorporation and bylaws. If the reincorporation is approved, we will be governed by the Wyoming Business Corporation Act and by a new certificate of incorporation and bylaws, which will result in certain changes in the rights of our stockholders as discussed below. Copies of the certificate of incorporation and bylaws of TPAC-WY are attached to this proxy statement as Appendices B and C, respectively.
The reincorporation of the company in Wyoming will allow us to take advantage of certain provisions of the corporate laws of Wyoming. The purposes and effects of the proposed transaction are summarized below.
The following is a summary of the reincorporation. Because it is a summary, it does not include all of the information regarding the reincorporation and is therefore qualified in its entirety by reference to the merger agreement, the articles of incorporation of TPAC-WY, and the bylaws of TPAC-WY attached to this information statement as Appendices A, B, and C, respectively.
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