DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED
TO
YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS
DESCRIBED
HEREIN.
Dear
Shareholders:
We
are furnishing this notice and the accompanying Information Statement to the holders of shares of common stock of American International
Holdings Corp., a Nevada corporation (the “Company”), for informational purposes only pursuant to Section 14(c) of
the Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder.
The
purpose of this Information Statement is to notify our shareholders that effective on May 10, 2023, Marble Trital Inc., which
entity is beneficially owned by Mr. Michael McLaren, our Chief Executive Officer and Chairman, due to his ownership of 100% of Marble
Trital Inc. and his position as Chief Executive Officer thereof, the holder of 1,000,000 shares of the Company’s Series A Preferred
Stock, representing 292,500,000 voting shares as of such date or 60.0% of the 487,500,000 total voting shares as of such date (the “Majority
Shareholder”), executed a written consent in lieu of a special meeting of shareholders (the “Majority Shareholder
Consent”), approving the following matters, which had previously been approved by the Board of directors of the Company on
April 19, 2023, and had recommended that such matters be presented to the Majority Shareholder for its
approval on the same date:
| ● |
the
approval of the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to affect a name change of
the Company from “American International Holdings Corp.” to “Cycle Energy Corp.”; |
| |
|
| ● |
the
filing of a Certificate of Amendment to the Company’s Articles of Incorporation to increase the Company’s authorized
number of shares of Common Stock from 195 million shares to one billion 995 million shares; and |
| |
|
| ● |
the
grant of discretionary authority for our Board of Directors, without further shareholder
approval, to effect a reverse stock split of all of the outstanding common stock of the Company,
by the filing of an amendment to our Articles of Incorporation with the Secretary of State
of Nevada, in a ratio of between 1-for-10 and 1-for-1,000, with the Company’s Board
of Directors having the discretion as to whether or not the reverse split is to be effected,
and with the exact exchange ratio of any reverse split to be set at a whole number within
the above range as determined by the Board of Directors in its sole discretion, at any time
before April 19, 2024.
|
This
notice is being made available on or about May 15, 2023 to all of our shareholders of record at the close of business on May
12, 2023.
In
accordance with Rule 14c-2 of the Exchange Act, the corporate actions will be effective no earlier than twenty (20) days after this Information
Statement has been made available to our shareholders, provided that because we are making this Information Statement available on the
Internet (as described below), the corporate actions will become effective no earlier than forty (40) days after the date notice of the
internet availability of such Information Statement materials is first sent to shareholders, which we expect to be on or approximately
June 24, 2023.
The
Company is pleased to utilize the Securities and Exchange Commission rules that allow issuers to furnish shareholder materials to their
shareholders on the Internet. Accordingly, we are sending a Notice of Internet Availability of Information Statement Materials, on or
about May 15, 2023, to our shareholders of record as of the close of business on May 12, 2023. The notice contains instructions
on how to access our Information Statement. In addition, the notice contains instructions on how you may receive a paper copy of the
Information Statement or elect to receive your Information Statement over the Internet. The Company believes these rules allow it to
provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the mailing.
The
enclosed Information Statement is also available at https://www.iproxydirect.com/AMIH. This website also includes copies of the
Information Statement. Shareholders may also request a copy of the Information Statement by contacting our main office at (940) 495-2155.
This
notice and the accompanying Information Statement shall constitute notice to you of the action by written consent in accordance with
Rule 14c-2 promulgated under the Exchange Act.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF SHAREHOLDERS AND NO SHAREHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN.
| |
By Order of the Board of Directors |
| |
|
| |
/s/ Michael
McLaren |
| |
Chairman |
| |
|
| |
Date:
May 12, 2023 |
INFORMATION
STATEMENT
TABLE
OF CONTENTS
Appendices:
| |
Appendix A – Form of Amendment to Articles of Incorporation to Affect Name Change |
| |
Appendix B – Form of Amendment to Articles of Incorporation to Affect Increase In Authorized Shares of Common Stock |
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Appendix C – Form of Amendment to Articles of Incorporation to Affect Reverse Stock Split |
FORWARD-LOOKING
STATEMENTS
Statements
in this Information Statement that are “forward-looking statements” are based on current expectations and assumptions
that are subject to risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as “may,”
“should,” “potential,” “continue,” “expects,” “anticipates,”
“intends,” “plans,” “believes,” “estimates,” and similar
expressions. These statements involve risks and uncertainties, and actual results may differ materially from any future results expressed
or implied by the forward-looking statements, including any failure to meet stated goals and commitments, and execute our strategies
in the time frame expected or at all, as a result of many factors, including the need for additional funding, the terms of such funding,
changing government regulations and our ability to generate revenues. More information on risks, uncertainties, and other potential factors
that could affect our business and performance is included in our other filings with the SEC, including in the “Risk Factors”,
“Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of our most recently filed periodic reports on Form 10-K and Form 10-Q
and subsequent filings. These forward-looking statements are based on our current estimates and assumptions and, as such, involve uncertainty
and risk. Actual results could differ materially from projected results.
We
do not assume any obligation to update information contained in this document, except as required by federal securities laws. Although
this Information Statement may remain available on our website or elsewhere, its continued availability does not indicate that we are
reaffirming or confirming any of the information contained herein. Neither our website nor its contents are a part of this information
Statement.
Website
links included in this Information Statement are for convenience only. The content in any website links included in this Information
Statement is not incorporated herein and does not constitute a part of this Information Statement.
DEFINITIONS
Unless
the context requires otherwise, references to the “Company,” “we,” “us,” “our,”
“AMIH”, refer specifically to American International Holdings Corp. and its consolidated subsidiaries.
Unless
the context otherwise requires, for the purposes of this Information Statement:
| ● |
“Exchange
Act” refers to the Securities Exchange Act of 1934, as amended; |
| |
|
| ● |
“SEC”
or the “Commission” refers to the United States Securities and Exchange Commission; and |
| |
|
| ● |
“Securities
Act” refers to the Securities Act of 1933, as amended. |
American
International Holdings Corp.
205S
Bailey Street
Electra,
Texas 76360
(940)
495-2155
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
GENERAL
INFORMATION
Notice
of the availability of this Information Statement is being mailed on or about May 15, 2023, to the holders of record at the close
of business on May 12, 2023 (the “Record Date”) of shares of the common stock and preferred stock of American
International Holdings Corp., a Nevada corporation, in connection with the following action taken by the holder of a majority of our
outstanding voting shares as follows:
| ● |
the
approval of the filing of a Certificate of Amendment to the Company’s Articles of Incorporation to affect a name change of
the Company from “American International Holdings Corp.” to “Cycle Energy Corp.” (the “Name Change”); |
| |
|
| ● |
the
filing of a Certificate of Amendment to the Company’s Articles of Incorporation to increase the Company’s authorized
number of shares of Common Stock from 195 million shares to one billion 995 million shares (the “Authorized Share Increase”);
and |
| |
|
| ● |
the
grant of discretionary authority for our Board of Directors, without further shareholder
approval, to effect a reverse stock split of all of the outstanding common stock of the Company,
by the filing of an amendment to our Articles of Incorporation with the Secretary of State
of Nevada, in a ratio of between 1-for-10 and 1-for-1,000, with the Company’s Board
of Directors having the discretion as to whether or not the reverse split is to be effected,
and with the exact exchange ratio of any reverse split to be set at a whole number within
the above range as determined by the Board of Directors in its sole discretion, at any time
before April 19, 2024 (the “Reverse Stock Split”, and together
with the Name Change and Authorized Share Increase, the “Amendments”).
|
On
May 10, 2023, Marble Trital Inc., which entity is beneficially owned by Mr. Michael McLaren, our Chief Executive Officer and Chairman,
due to his ownership of 100% of Marble Trital Inc. and his position as Chief Executive Officer thereof (the “Majority Shareholder”),
who beneficially owns an aggregate of 292,500,000 total voting shares, representing 60.0% of the Company’s voting stock as of such
date, due to his ownership of 1,000,000 shares of Series A Preferred Stock of the Company, which vote in aggregate 292,500,000 total
voting shares, or 60.0% of the total shareholder vote on all shareholder matters, executed a written consent (the “Majority
Shareholder Consent”) approving the actions described above, which was in lieu of a special meeting of our shareholders.
The
Amendments described above, as approved by the Majority Shareholder pursuant to the Majority Shareholder Consent effective on May
10, 2023, had previously been approved by the Board of Directors of the Company effective on April 19, 2023.
The
elimination of the need for a formal meeting of the shareholders to approve the actions is authorized by Section 78.320 of the
Nevada Revised Statutes, (the “Nevada Law”). This Section 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 the action
at a meeting at which all shares entitled to vote on a matter were present and voted, may be substituted for the formal meeting. According
to Section 78.380(1)(b) of the Nevada Law, an action by the shareholders on a matter other than the election of directors is approved
if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action. In order to eliminate
the costs and management time involved in holding a special meeting and in order to approve the Amendments described above, the Board
of Directors of the Company voted to utilize the written consent of the Majority Shareholder of the Company and did in fact obtain, the
written consent of the Majority Shareholder to approve the Amendment described above, pursuant to the Majority Shareholder Consent.
The
actions taken pursuant to the Majority Shareholder Consent were in lieu of a special meeting of shareholders. This Information Statement
shall constitute notice to you of the Majority Shareholder taking action by written consent under Section 78.320 of the NRS.
This
Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Exchange Act to our shareholders of record
on the Record Date. The actions approved by the Majority Shareholder will be effective no earlier than twenty (20) days after the date
this Information Statement is first sent to shareholders, provided that because we are making this Information Statement available on
the Internet (as described below), the corporate actions will become effective no earlier than forty (40) days after the date notice
of the internet availability of such Information Statement materials is first sent to shareholders, which we expect to be on or approximately
June 24, 2023.
Notice
of the availability of this Information Statement is being mailed on or about May 15, 2023, to shareholders of record on the Record
Date who did not execute the Majority Shareholder Consent. Shareholders may also request a copy of the Information Statement by contacting
our main office at (940) 495-2155.
The
entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by them
and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
As
a result of the above, your consent is not required and is not being solicited.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY
STATEMENT,
BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM
YOU
OF CERTAIN ACTIONS TAKEN BY THE MAJORITY SHAREHOLDER.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the common stock and preferred stock
held of record by them.
The
following table sets forth the name of the Majority Shareholder, the number of shares of common stock and Series A Preferred Stock held
by the Majority Shareholder, the total number of votes that the Majority Shareholder voted in favor of the Amendments and the percentage
of the issued and outstanding voting equity of the Company that voted in favor thereof.
| Name of Majority Shareholder | |
Number of Shares of Common Stock held | | |
Number of Shares of Series B Voting Preferred Stock held | | |
Number of Votes held by Majority Shareholder | | |
Number of Votes that Voted in favor of the Amendments | | |
Percentage of the Voting Equity that Voted in favor of the Amendments | |
| Marble Trital Inc.(1) | |
| — | | |
| 1,000,000 | | |
| 292,500,000 | (2) | |
| 292,500,000 | | |
| 60.0 | % |
| Total | |
| — | | |
| 1,000,000 | | |
| 292,500,000 | (2) | |
| 292,500,000 | | |
| 60.0 | % |
| |
(1) |
The shares of common stock held in the name of Marble
Trital Inc., are beneficially owned by Mr. Michael McLaren due to his ownership of 100% of Marble Trital Inc. and his position as
Chief Executive Officer thereof. |
| |
|
|
| |
(2) |
The holder of the 1,000,000 shares of the Series A
Preferred Stock has the right to vote those shares of the Series A Voting Preferred Stock regarding any matter or action that is
required to be submitted to the shareholders of the Company for approval. The aggregate vote of all of the outstanding Series A Preferred
Stock is equal to 60.0% of the total shareholder vote on every matter submitted to the shareholders of the Company for approval.
Totals are based on 487,500,000 total voting shares, including 195,000,000 voting shares voted by the common stock and 292,500,000
voting shares voted by the Series A Preferred Stock. |
Dissenters’
Right of Appraisal
No
dissenters’ or appraisal rights under Nevada Law are afforded to the Company’s shareholders as a result of the approval of
the Amendments set forth above.
Vote
Required
The
number of votes cast in favor of the Amendments described above had to be at least equal to the vote of shareholders holding shares in
the Company entitling them to exercise a majority of the voting power of the Company. As of the Record Date, the Company had outstanding
195,000,000 shares of common stock, which each vote one (1) voting share on shareholder matters, and 1,000,000 shares of Series A Preferred
Stock, which in aggregate vote 60.0% of the outstanding voting shares of the Company, or 292,500,000 total voting shares in aggregate,
and as such, there were an aggregate of 487,500,000 total voting shares outstanding as of the Record Date. The Majority Shareholder voted
an aggregate of 292,500,000 total voting shares, or 60.0% of the Company’s total voting shares as of the Record Date via the Majority
Shareholder Consent, to approve the Amendments described above, which voting shares were equal to a majority of the voting power of the
Company.
AMENDMENT
TO OUR ARTICLES OF INCORPORATION TO CHANGE THE COMPANY’S NAME FROM “AMERICAN INTERNATIONAL HOLDINGS CORP.” TO “CYCLE
ENERGY CORP.”
General
Effective
on April 19, 2023, the Board of Directors
approved, and recommended that our Majority Shareholder approve, and on May 10, 2023, via the Majority Shareholder Consent, the
Majority Shareholder approved a change in the Company’s name from “American International Holdings Corp.” to “Cycle
Energy Corp.”
The
Name will be affected by the filing of a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of Nevada
(the “Name Change Amendment”). The Name Change Amendment as filed will be in substantially the form of Appendix
A, subject to non-material technical, administrative, or similar changes and modifications in the discretion of the officers
of the Company. In the discretion of the officers of the Company, each of the Amendments (or any combination thereof) may also be combined
into one form of Certificate of Amendment to our Articles of Incorporation or filed separately.
Reasons
for the Name Change
On
February 15, 2023, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Cycle Energy Corp.,
a Texas corporation (“Cycle Energy”), and Marble Trital Inc., the sole shareholder of Cycle Energy (the “Shareholder”).
The Shareholder is beneficially owned and controlled by Mr. Michael McLaren, the Company’s Chief Executive Officer and Chairman,
and the Majority Shareholder.
Pursuant
to the Exchange Agreement, which closed on February 15, 2023 (the “Closing Date”), the Shareholder exchanged (the
“Exchange”) 100% of the ownership of Cycle Energy in consideration for 1,000,000 shares of the Series A Preferred
Stock of the Company.
Management’s
intent in entering into the Exchange Agreement was to develop a new business line while maintaining the Company’s existing operations.
Management of the Company believes that by bringing Cycle Energy under the Company’s umbrella, the Company will be able to diversify
its operations and build a portfolio of core assets that can be strategically leveraged in various ways to accelerate the Company’s
overall growth. With the Exchange Agreement, there will come an expanded vision for the Company.
Cycle
Energy is a diversified energy company based in the state of Texas. It operates three vertically integrated businesses.
We
believe the Name Change will better describe the changed primary focus of the Company, to a diversified energy company.
Effects
of Name Change
The
Name Change will become effective upon filing of the Amendment as discussed below. We also anticipate changing the ticker symbol of
our common stock on the OTCQB Market from “AMIH” to another symbol that more accurately reflects our new name
following the Name Change, subject to approval by the Financial Industry Regulatory Authority (FINRA) of such name and symbol change,
provided that we have not yet determined what our new symbol will be nor reserved any new symbols to date. We further anticipate
needing to obtain a new CUSIP number for our common stock in connection with the Name Change. While the name change will cause us to
incur certain administrative costs, our Board of Directors believes that any potential confusion and costs associated with the Name
Change will be outweighed by the expected benefits of the Name Change.
The
name change will not have any effect on the rights of our existing shareholders.
Effective
Time and Implementation of the Name Change Amendment
The
effective time for the Name Change Amendment will be the date on which we file the Name Change Amendment with the office of the Secretary
of State of the State of Nevada or such later date and time as specified in the Name Change Amendment. The effective time that the Name
Change is reflected in the marketplace will be subject to FINRA’s review of our corporate action notice and its approval thereof.
We
currently anticipate that the Name Change Amendment will be effective no earlier than forty (40) days after this Information Statement
has been made available to our shareholders, which we expect to be no earlier than June 24, 2023.
AMENDMENT
TO CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
General
Our
Board and the Majority Shareholder, pursuant to the Majority Shareholder Consent, have approved and ratified the filing of a Certificate
of Amendment to the Company’s Articles of Incorporation (the “Authorized Share Increase Amendment”) with the
Secretary of State of Nevada to increase the Company’s total authorized number of shares of common stock from 195 million (195,000,000)
shares to one billion nine hundred and ninety-five million (1,995,000,000) shares (the “Share Increase”), in the form
of Appendix B, subject to non-material technical, administrative, or similar changes and modifications in the discretion
of the officers of the Company. In the discretion of the officers of the Company, each of the Amendments (or any combination thereof)
may also be combined into one form of Certificate of Amendment to our Articles of Incorporation or filed separately.
The
Authorized Share Increase Amendment has no effect on the par value of the Company’s common stock or preferred stock, or on the
terms of any previously designated series of preferred stock (including, but not limited to the Series A Preferred Stock).
Reasons
for the Authorized Share Increase Amendment
The
Company currently has no authorized but unissued shares of common stock remaining and the purpose of the Share Increase is to provide
the Board of Directors the ability to issue additional shares of common stock of the Company to enable the Company to complete transactions
which the Board of Directors believe may be accretive to shareholders, including acquisitions, consulting and employment relationships
and fund raisings, provided that the Company does not currently have any definitive plans to, or definitive agreements or understandings
in place to, issue any such additional authorized but unissued shares of common stock which will be made available as a result of the
Share Increase.
The
purpose of the Authorized Share Increase Amendment is to reflect the Share Increase.
Effects
of the Authorized Share Increase Amendment
As
a result of the Share Increase, there will be two billion (2,000,000,000) total authorized shares of capital stock the Company, consisting
of:
| |
● |
1,995,000,000
shares of common stock, having a par value of $0.0001 per share; and
|
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|
|
| |
● |
5,000,000 shares of preferred stock, having a par value
of $0.0001 per share, which currently includes: |
| |
○ |
1,000,000 designated shares of Series A Preferred stock,
having a par value of $0.0001 per share; and |
| |
|
|
| |
○ |
2,000,000 shares of Series B Convertible Preferred
stock, having a par value of $0.0001 per share. |
The
Board of Directors will be authorized to issue the additional shares of common stock without having to obtain the approval of the Company’s
shareholders. The issuance of additional shares could result in the dilution of the value of the shares now outstanding, if the terms
on which the shares were issued were less favorable than the contemporaneous market value of the Company’s common stock.
The
increase in the number of shares of common stock available for issuance is not being done for the purpose of impeding any takeover attempt.
Nevertheless, the power of the Board of Directors to provide for the issuance of shares of common stock without shareholder approval
has potential utility as a device to discourage or impede a takeover of the Company. In the event that a non-negotiated takeover were
attempted, the private placement of stock into “friendly” hands, for example, could make the Company unattractive to the
party seeking control of the Company. This would have a detrimental effect on the interests of any shareholder who wanted to tender his
or her shares to the party seeking control or who would favor a change in control.
Effective
Time and Implementation of the Authorized Share Increase Amendment
The
effective time for the Authorized Share Increase Amendment will be the date on which we file the Authorized Share Increase Amendment
with the office of the Secretary of State of the State of Nevada or such later date and time as specified in the Authorized Share Increase
Amendment.
We
currently anticipate that the Authorized Share Increase Amendment will be effective no earlier than forty (40) days after this Information
Statement has been made available to our shareholders, which we expect to be no earlier than June 24, 2023.
REVERSE
STOCK SPLIT OF OUR OUTSTANDING COMMON STOCK
IN
A RATIO OF BETWEEN 1-FOR-10 AND 1-FOR-1,000
General
Our
Board and the Majority Shareholder, pursuant to the Majority Shareholder Consent, have authorized our Board to effect a reverse stock
split of all of our outstanding common stock at a ratio of between 1-for-10 and 1-for-1,000 (the “Exchange Ratio”),
with our Board having the discretion as to whether or not the reverse split is to be effected, and with the exact Exchange Ratio of any
reverse split to be set at a whole number within the above range as determined by our Board in its sole discretion (the “Reverse
Stock Split”). Our Board will have sole discretion to elect, at any time before April 19, 2024, as it determines to
be in our best interest, whether or not to effect the Reverse Stock Split, and, if so, the number of our shares of common stock within
the Exchange Ratio which will be combined into one share of our common stock.
The
determination as to whether to affect the Reverse Stock Split, and which Exchange Ratio will apply, will be based upon those market or
business factors deemed relevant by the Board of Directors at that time, including, but not limited to:
| ● |
existing
and expected marketability and liquidity of the Company’s common stock; |
| ● |
prevailing
stock market conditions; |
| ● |
the
historical trading price and trading volume of our common stock; |
| ● |
the
then prevailing trading price and trading volume of our common stock and the anticipated impact of the reverse split on the trading
market for our common stock; |
| ● |
the
anticipated impact of the reverse split on our ability to raise additional financing; |
| ● |
business
developments affecting the Company; |
| ● |
the
Company’s actual or forecasted results of operations; and |
| ● |
the
likely effect on the market price of the Company’s common stock. |
Our
Board believes that shareholder approval granting us discretion to set the actual exchange ratio within the range of the Exchange Ratio,
rather than shareholder approval of a specified exchange ratio, provides us with maximum flexibility to react to then-current market
conditions and volatility in the market price of our common stock. If the Board determines to implement the Reverse Stock Split, we intend
to disclose the terms and effective date of the Reverse Stock Split on a Current Report on Form 8-K filed with the Securities and Exchange
Commission.
In
addition to the Reverse Stock Split, our Board reserves the right in the future to affect further reverse stock splits of our outstanding
common stock, without shareholder approval, pursuant to Sections 78.207 and 78.209 of the Nevada Revised Statutes, which
allows the Company to change the number of authorized shares of common stock of the Company, by increasing or decreasing the number of
authorized shares of common stock and correspondingly increasing or decreasing the number of issued and outstanding shares of common
stock, without shareholder approval, in the event our Board believes that such further splits are necessary or warranted.
If
our Board determines that effecting the Reverse Stock Split is in our best interest, the Reverse Stock Split will become effective upon
the filing of an amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada. The form of the proposed
amendment to our Articles of Incorporation to affect the Reverse Stock Split is attached to this Information Statement as Appendix
C (the “Reverse Split Amendment”), subject to non-material technical, administrative, or similar changes and modifications
in the discretion of the officers of the Company. In the discretion of the officers of the Company, each of the Amendments (or any combination
thereof) may also be combined into one form of Certificate of Amendment to our Articles of Incorporation or filed separately.
The
Reverse Split Amendment will set forth the number of shares to be combined into one share of our common stock within the limits set forth
above, but will not have any effect on the number of shares of common stock or preferred stock currently authorized, the ability of our
Board of Directors to designate preferred stock, the par value of our common or preferred stock, or any series of preferred stock previously
authorized (except to the extent such Reverse Stock Split adjusts the conversion ratio of such preferred stock). The Reverse Spit
Amendment will have no effect on the number of authorized shares of common stock (1,995,000,000) following the Authorized Share Increase
Amendment.
Reasons
for the Reverse Stock Split
The
primary purpose of the Reverse Stock Split is to increase proportionately the per share trading price of our common stock and to allow
us to meet the continued quotation requirements of the OTCQB Market. All OTCQB Market quoted companies must maintain a minimum bid price
of $0.01 per share as of the close of the business day at least one time per thirty (30) consecutive calendar days—which continued
eligibility requirement we were not in compliance with as of January 10, 2023. As is customary, we were granted a cure
period of 90 calendar days, or until April 10, 2023, which period of time we plan to seek to extend following the date of this proxy,
during which time period the minimum closing bid price for the Company’s common stock must be $0.01 or greater for ten
consecutive trading days. In the event that the Company’s closing bid price falls below $0.001 at any time for five consecutive
trading days, the Company will be immediately removed from the OTCQB Market.
We
also believe that the increased market price of our common stock expected as a result of implementing the Reverse Stock Split may improve
the marketability and liquidity of our common stock and encourage interest and trading in our common stock. Because of the trading volatility
often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that
either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks
to their customers. Some of those policies and practices may function to make the processing of trades in low-priced stocks economically
unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of
the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual
shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share
price were substantially higher. Although it should be noted that the liquidity of our common stock may be harmed by the Reverse Stock
Split given the reduced number of shares that would be outstanding after the Reverse Stock Split, our Board of Directors is hopeful that
the anticipated higher market price will offset, to some extent, the negative effects on the liquidity and marketability of our common
stock inherent in some of the policies and practices of institutional investors and brokerage houses described above.
Board
Discretion to Implement the Reverse Stock Split
The
Reverse Stock Split will be affected, if at all, only upon a determination by the Board of Directors that the Reverse Stock Split is
in the best interests of the Company and its shareholders. The Board of Directors’ determination as to whether the Reverse Stock
Split will be effected and, if so, at which Exchange Ratio, will be based upon certain factors, including existing and expected marketability
and liquidity of our common stock, prevailing stock market conditions, business developments affecting us, actual or forecasted results
of operations and the likely effect on the market price of our common stock, and the continued quotation requirements of the OTCQB Market.
If the Board does not act to implement the Reverse Stock Split prior to April 19, 2024, the authorization for the Reverse Stock
Split will be deemed withdrawn.
Effects
of the Reverse Stock Split
If
implemented by the Board of Directors, as of the effective time of the Reverse Split Amendment, each issued and outstanding share of
our common stock would immediately and automatically be reclassified and reduced into a fewer number of shares of our common stock, depending
upon the Exchange Ratio selected by the Board of Directors, which could range between 1-for-10 and 1-for-1,000, provided that all fractional
shares as a result of the split shall be automatically rounded up to the next whole share on a per shareholder basis.
Except
to the extent that the Reverse Stock Split would result in any shareholder receiving an additional whole share of common stock in connection
with the rounding of fractional shares or any dilution to other shareholder in connection therewith, as described below, the Reverse
Stock Split will not:
| ● |
affect
any shareholder’s percentage ownership interest in us; |
| ● |
affect
any shareholder’s proportionate voting power; |
| ● |
substantially
affect the voting rights or other privileges of any shareholder; or |
| ● |
alter
the relative rights of shareholders, warrant holders, convertible note holders or holders of equity compensation plan awards and
options. |
Depending
upon the Exchange Ratio selected by the Board of Directors, the principal effects of the Reverse Stock Split are:
| ● |
the
number of shares of common stock issued and outstanding will be reduced by a factor ranging between 10 and 1,000; |
| ● |
the
per share exercise/conversion price will be increased by a factor between 10 and 1,000, and the number of shares issuable upon exercise/conversion
shall be decreased by the same factor, for all outstanding options, warrants and other convertible or exercisable equity instruments
entitling the holders to purchase shares of our common stock; and |
| ● |
The
number of shares authorized and reserved for issuance under our existing equity compensation plans will be reduced proportionately. |
The
following table contains approximate information relating to our common stock, outstanding convertible debt, our outstanding warrants
and the amount outstanding under our equity plans, under various exchange ratio options:*
| | |
Pre-Reverse
Split | | |
1-for-10 | | |
1-for-250 | | |
1-for-500 | | |
1-for-750 | | |
1-for-1,000 | |
| Authorized Common Stock(1) | |
| 1,995,000,000 | | |
| 1,995,000,000 | | |
| 1,995,000,000 | | |
| 1,995,000,000 | | |
| 1,995,000,000 | | |
| 1,995,000,000 | |
| Outstanding Common Stock(2) | |
| 195,000,000 | | |
| 19,500,000 | | |
| 780,000 | | |
| 390,000 | | |
| 260,000 | | |
| 195,000 | |
| Reserved for issuance in connection with the exercise of outstanding warrants to purchase shares of common stock(3) | |
| 387,560 | | |
| 38,756 | | |
| 1,550 | | |
| 775 | | |
| 517 | | |
| 388 | |
| Estimated for issuance upon the conversion of outstanding convertible notes(4) | |
| 518,966,950 | | |
| 51,896,695 | | |
| 2,075,868 | | |
| 1,037,934 | | |
| 691,956 | | |
| 518,967 | |
| Reserved for issuance under Equity Incentive Plans(5) | |
| 292,750 | | |
| 29,275 | | |
| 1,171 | | |
| 586 | | |
| 390 | | |
| 293 | |
| Reserved for Issued Upon Conversion of the Outstanding Series A Preferred Stock(6) | |
| 292,500,000 | | |
| 29,250,000 | | |
| 1,170,000 | | |
| 585,000 | | |
| 390,000 | | |
| 292,500 | |
| Total Outstanding and Reserved Shares | |
| 1,007,147,260 | | |
| 100,714,726 | | |
| 4,028,589 | | |
| 2,014,295 | | |
| 1,342,863 | | |
| 1,007,147 | |
| Shares available for future issuance | |
| 987,852,740 | | |
| 1,894,285,274 | | |
| 1,990,971,411 | | |
| 1,992,985,705 | | |
| 1,993,657,137 | | |
| 1,993,992,853 | |
*
Does not take into account the rounding of fractional shares described below under “Fractional Shares”.
(1)
Takes into account the Authorized Share Increase approved by the Majority Shareholder via the Majority Shareholder Consent. The
Reverse Spit Amendment will have no effect on the number of authorized shares of common stock (1,995,000,000) following the Authorized
Share Increase Amendment.
(2)
Currently the Company has 195,000,000 shares of common stock authorized and 195,000,000 shares of common stock outstanding, leaving
no shares of common stock available for future issuance.
(3)
There are currently outstanding warrants to purchase 387,560 shares of common stock at an exercise price of $0.004 per share.
(3)
Represents $1,869,426 in convertible notes which are convertible into shares of the Company’s common stock at any time, at
a rate equal to (a) 75% of the lowest daily volume weighted average price (VWAP) for the common stock during the seven (7) trading day
period prior to the conversion date, representing a discount rate of 25% (as to $619,328) and (b) $0.004 per share as to $1,250,098.
The above calculation is based on a hypothetical lowest seven (7) trading day VWAP of $0.003 per share.
(4)
Includes 107,750 shares available for future issuance under the Company’s 2019 Equity Incentive Plan and 185,000 shares available
for future issuance under the Company’s 2021 Equity Incentive Plan.
(5)
Each holder of New Series A Shares may, at its option, convert its shares of Series A Preferred Stock (each a “Series
A Conversion”) into that number of shares of common stock equal to the holder’s pro rata share of all Series A Preferred
Stock then issued and outstanding, multiplied by (i) 60%, minus the aggregate percentage of the Company’s outstanding common stock
previously converted by holders of the Series A Preferred Stock, through such applicable date, multiplied by (ii) the outstanding shares
of our common stock outstanding immediately after such conversion, divided by (iii) the total number of shares of Series A Preferred
Stock then outstanding. No individual conversion by any individual holder shall be in an amount greater than 9.99% of the outstanding
common stock of the Company on the date on which the holder delivers notice of such conversion to the Company (the “Individual
Conversion Limitation”). The result of the above, is that such Series A Preferred Stock is convertible into 60% of the Company’s
outstanding common stock (on a post-conversion basis, i.e., 150% of the Company’s outstanding common stock on a pre-conversion
basis) currently.
Additionally,
the below table sets forth the weighted average exercise price of outstanding warrants in connection with various aggregate Exchange
Ratio options:
| | |
Pre
Reverse-Split | | |
1-for-10 | | |
1-for-250 | | |
1-for-500 | | |
1-for-750 | | |
1-for-1,000 | |
| Weighted Average Exercise Price of Outstanding Warrants(1) | |
$ | 0.004 | | |
$ | 0.04 | | |
$ | 1.00 | | |
$ | 2.00 | | |
$ | 3.00 | | |
$ | 4.00 | |
(1)
Certain of these warrants include anti-dilution and favored nations rights. Pursuant to such rights, subject to certain exceptions,
in the event we issue securities below the then exercise price, the exercise price of the warrants is reduced to the lower of such dilutive
issuance or the volume weighted average price (VWAP) of our common stock on the next trading day following the first public disclosure
of such dilutive issuance, subject to certain exceptions which may reduce such exercise price further in certain cases, including the
issuance of units. Certain of these warrants also include anti-dilution rights which provide for a reduction of the exercise price to
match the price per share of any dilutive issuance made while the warrant is outstanding, subject to certain exceptions.
If
the Reverse Stock Split is implemented, the Amendment will not reduce the number of shares of our common stock or preferred stock authorized
under our Articles of Incorporation, as amended, the right of our Board of Directors to designate preferred stock, the par value of our
common or preferred stock, or otherwise effect our designated series of preferred stock.
Our
common stock is currently registered under Section 12(g) of the Exchange Act, and we are subject to the periodic reporting and other
requirements thereof. We presently do not have any intent to seek any change in our status as a reporting company under the Exchange
Act either before or after the Reverse Stock Split, if implemented, and the Reverse Stock Split, if implemented, will not result in a
going private transaction.
Additionally,
as of the date of this Information Statement, we do not have any current plans, agreements, or understandings with respect to the authorized
shares that will become available for issuance after the Reverse Stock Split has been implemented.
Fractional
Shares
Shareholders
will not receive fractional shares in connection with the Reverse Stock Split. Instead, shareholders otherwise entitled to fractional
shares will receive an additional whole share of our common stock. For example, if the Board of Directors’ effects a 1-for-100
split, and you held 54 shares of our common stock immediately prior to the effective date of the Amendment, you would hold one share
of the Company’s common stock following the Reverse Stock Split.
As
soon as practicable after the effective date, shareholders will be notified that the reverse split has been affected. Our transfer agent
will act as exchange agent for purposes of implementing the exchange of stock certificates. No new certificates will be issued to a shareholder
until such shareholder has surrendered such shareholder’s outstanding certificate(s). Shareholders should not destroy any stock
certificate and should not submit any certificates until requested to do so.
SHAREHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL THE REVERSE SPLIT IS EFFECTIVE, IF AT
ALL.
Accounting
Matters
The
Reverse Stock Split will not affect the par value of our common stock ($0.0001 per share). However, at the effective time of the Reverse
Stock Split, the stated capital attributable to common stock on our balance sheet will be reduced proportionately based on the Exchange
Ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount
by which the stated capital is reduced. Reported per share net income or loss would be expected to be proportionally higher because there
will be fewer shares of our common stock outstanding.
No
Appraisal Rights
Under
Nevada Law, our shareholders are not entitled to appraisal rights with respect to the Reverse Stock Split.
Certain
Risks Associated with the Reverse Stock Split
| ● |
The
price per share of our common stock after the Reverse Stock Split may not reflect the Exchange Ratio implemented by the Board of
Directors and the price per share following the effective time of the Reverse Stock Split may not be maintained for any period of
time following the Reverse Stock Split. For example, based on the closing price of our common stock on May 10, 2023 of $0.0018
per share, if the Reverse Stock Split was implemented at an Exchange Ratio of 1-for-100, there can be no assurance that the post-split
trading price of the Company’s common stock would be $0.18, or even that it would remain above the pre-split trading
price. Accordingly, the total market capitalization of our common stock following a Reverse Stock Split may be lower than before
the Reverse Stock Split. |
| ● |
Following
the Reverse Stock Split, we may still not meet the continued quotation requirements of the OTCQB Market (discussed above). |
| |
|
| ● |
The Reverse Spit Amendment will have no effect on the
number of authorized shares of common stock (1,995,000,000) following the Authorized Share Increase Amendment, and as a result, the
greater the approved Reverse Stock Split ratio, the larger number of authorized but unissued shares of common stock we will have
available for future issuance. |
| |
|
| ● |
Effecting
the Reverse Stock Split may not attract institutional or other potential investors, or result in a sustained market price that is
high enough to overcome the investor policies and practices, and other issues relating to investing in lower priced stock described
in “Purpose of the Reverse Stock Split” above. |
| |
|
| ● |
The
trading liquidity of our common stock could be adversely affected by the reduced number of shares outstanding after the Reverse Stock
Split. |
| |
|
| ● |
If
a Reverse Stock Split is implemented by the Board of Directors, some shareholders may consequently own less than 100 shares of our
common stock. A purchase or sale of less than 100 shares (an “odd lot” transaction) may result in incrementally
higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those shareholders
who own fewer than 100 shares following the Reverse Stock Split may be required to pay higher transaction costs if they should then
determine to sell their shares of the Company’s common stock. |
| |
|
| ● |
A
shareholder who receives a “round up” from a fractional share to a whole share, as discussed above, may have a
tax event based on the value of the “rounded up” share. The Company believes such tax event will be minimal or
insignificant for most shareholders. |
Potential
Anti-Takeover Effect
The
increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect
(for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition
of our Board or contemplating a tender offer or other transaction for our combination with another company). However, the Reverse Stock
Split was not approved in response to any effort of which we are aware to accumulate shares of our common stock or obtain control of
our Company, nor is it part of a plan by management to recommend a series of similar amendments to our Board and shareholders.
Federal
Income Tax Consequences of the Reverse Stock Split
A
summary of the federal income tax consequences of the Reverse Stock Split to individual shareholders is set forth below. It is based
upon present federal income tax law, which is subject to change, possibly with retroactive effect. The discussion is not intended to
be, nor should it be relied on as, a comprehensive analysis of the tax issues arising from or relating to the Reverse Stock Split. In
addition, we have not requested and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal
income tax consequences of the Reverse Stock Split. Accordingly, shareholders are advised to consult their own tax advisors for more
detailed information regarding the effects of the Reverse Stock Split on them under applicable federal, state, local and foreign income
tax laws.
| ● |
We
believe that the Reverse Stock Split will be a tax-free recapitalization for federal income tax purposes. Accordingly, a shareholder
will generally not recognize any gain or loss as a result of the receipt of the post-reverse split common stock pursuant to the Reverse
Stock Split. However, a shareholder who receives a “round up” from a fractional share to a whole share may have
a tax event based on the value of the “rounded up” share provided to the shareholder. The Company believes such
tax event will be minimal or insignificant for most shareholders. |
| |
|
| ● |
The
shares of post-reverse split common stock in the hands of a shareholder will have an aggregate basis for computing gain or loss equal
to the aggregate basis of the shares of pre-reverse split common stock held by that shareholder immediately prior to the Reverse
Stock Split. |
| |
|
| ● |
A
shareholder’s holding period for the post-reverse split common stock will include the holding period of the pre-reverse split
common stock exchanged. |
Effective
Time and Implementation of the Reverse Stock Split
The
effective time for the Reverse Split Amendment will be the date on which we file the Reverse Split Amendment with the office of the Secretary
of State of the State of Nevada or such later date and time as specified in the Reverse Split Amendment, provided that the effective
date must occur prior to April 19, 2024. The effective time that the Reverse Stock Split is reflected in the marketplace will
be subject to FINRA’s review of our corporate action notice and its approval thereof.
We
currently anticipate that the Reverse Split Amendment will be effective no earlier than forty (40) days after this Information Statement
has been made available to our shareholders, which we expect to be no earlier than June 24, 2023.
As
soon as practicable after the effective date, shareholders will be notified that the reverse split has been affected. Our transfer agent
will act as exchange agent for purposes of implementing the exchange of stock certificates. No new certificates will be issued to a shareholder
until such shareholder has surrendered such shareholder’s outstanding certificate(s). Shareholders should not destroy any stock
certificate and should not submit any certificates until requested to do so.
SHAREHOLDER
PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING
Proxy
Statement Proposals
Pursuant
to Rule 14a-8 under the Exchange Act, if a shareholder wants to submit a proposal for inclusion in our proxy materials for the 2023 annual
meeting of shareholders (or such later annual meeting of shareholders, if we do not hold a 2023 annual meeting), it must be received
by our Secretary by no later than ten (10) days before we begin to print and mail our proxy materials for such next annual meeting and
must otherwise comply with Rule 14a-8 under the Exchange Act. In order to avoid controversy, shareholders should submit proposals by
means, including electronic means, which permit them to prove the date of delivery.
Other
Proposals and Nominations
For
any proposal or director nomination that is not submitted for inclusion in next year’s proxy statement pursuant to the process
set forth above, but is instead sought to be presented directly at the next annual meeting of shareholders, shareholders are advised
to review our Bylaws as they contain requirements with respect to advance notice of shareholder proposals and director nominations. To
be timely, the notice must be received at our principal executive offices no earlier than the 120th day prior to the next
annual meeting of shareholders and no later than the tenth day following the day on which we publicly announce the date of the next annual
meeting of shareholders. All proposals should be sent to our principal executive offices at 205S Bailey Street, Electra, Texas 76360,
Attention: Corporate Secretary. These advance notice provisions are in addition to, and separate from, the requirements that a shareholder
must meet in order to have a proposal included in the proxy statement under the rules of the SEC.
A
proxy granted by a shareholder will give discretionary authority to the proxies to vote on any matters introduced pursuant to the above
advance notice bylaw provisions, subject to applicable rules of the SEC.
Copies
of our Bylaws are filed as, or incorporated by reference as, an exhibit to our Annual Reports on Form 10-K, which is available at www.sec.gov
available by request to the Secretary at 205S Bailey Street, Electra, Texas 76360.
In
addition to satisfying the deadlines in the advance notice provisions of our Amended and Restated Bylaws, a shareholder who intends to
solicit proxies pursuant to Rule 14a-19 in support of nominees submitted under these advance notice provisions for the next annual meeting
must comply with the requirements of Rule 14a-19(b).
All
submissions to, or requests from, the Secretary of the Company should be made to: 205S Bailey Street, Electra, Texas 76360.
SHAREHOLDERS
SHARING THE SAME LAST NAME AND ADDRESS
The
SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy and information
statements with respect to two or more shareholders sharing the same address by delivering a single proxy or information statement addressed
to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience
for shareholders and cost savings for companies. We and some brokers household proxy materials, delivering a single proxy or information
statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.
Once you have received notice from your broker or us that they are or we will be householding materials to your address, householding
will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in
householding and would prefer to receive a separate proxy or information statement, or if you currently receive multiple proxy or information
statements and would prefer to participate in householding, please notify your broker if your shares are held in a brokerage account
or us if you hold registered shares. You can notify us by sending a written request to American International Holdings Corp., 205S Bailey
Street, Electra, Texas 76360 or by faxing a communication to (403) 407-7672.
WHERE
YOU CAN FIND MORE INFORMATION
This
Information Statement refers to certain documents that are not presented herein or delivered herewith. Such documents are available to
any person, including any beneficial owner of our shares, to whom this Information Statement is delivered upon oral or written request,
without charge. Requests for such documents should be directed to our Corporate Secretary, at 205S Bailey Street, Electra, Texas 76360.
We
file annual and special reports and other information with the SEC. Certain of our SEC filings are available over the Internet at the
SEC’s website at http://www.sec.gov.
*
* * * *
| Dated:
May 12, 2023 |
AMERICAN INTERNATIONAL HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Michael
McLaren |
| |
|
Michael
McLaren
|
| |
|
Chief
Executive Officer |
Appendix
A
Exhibit
1
Article
I. Name is amended and restated to read as follows:
“ARTICLE I.
Name
The name of the corporation is Cycle Energy Corp.”
Appendix
B
Exhibit 1
Article IV. Stock, is amended and restated
to read as follows, which shall have no effect on any previously designated shares of, or series of, preferred stock, which shall remain
in full force and effect following this Amendment:
“ARTICLE IV
Stock
The total number of shares which
the Corporation shall be entitled to issue is 2,000,000,000 shares of capital stock consisting of 1,995,000,000 shares of common stock,
par value $0.0001 and 5,000,000 shares of preferred stock, par value $0.0001. The Board of Directors has the authority to establish one
or more series of preferred stock and fix the relative rights and preferences of any series of preferred stock to be determined by the
Board of Directors.”
Appendix
C
Exhibit
1
Article
IV. Stock, is amended by adding a new paragraph at the end of such section as follows:
“Reverse
Stock Split of Outstanding Common Stock. Effective as of the effective date set forth under
“Effective date and time” on this Certificate of Amendment to Articles of Incorporation (or in the absence
of such date, on the date such Amendment to the Articles of Incorporation is filed with the Secretary of State of Nevada)(the “Effective
Time”), every [10 to 1,000, depending on the final ratio approved by the Board of Directors] shares of the
Corporation’s common stock (but not any shares of Preferred Stock), issued and outstanding immediately prior to the Effective Time,
or held in treasury prior to the Effective Time (collectively the “Old Capital Stock”), shall be automatically
reclassified and combined into One (1) share of common stock (the “Reverse Stock Split”). Any stock certificate
that, immediately prior to the Effective Time, represented shares of Old Capital Stock will, from and after the Effective Time, automatically
and without the necessity of presenting the same for exchange, represent the number of shares as equals the quotient obtained by dividing
the number of shares of Old Capital Stock represented by such certificate immediately prior to the Effective Time by [10 to 1,000,
depending on the final ratio approved by the Board of Directors], subject to any adjustments for fractional shares as set forth
below; provided, however, that each person holding of record a stock certificate or certificates that represented shares of Old Capital
Stock shall receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing
the number of shares of capital stock to which such person is entitled under the foregoing reclassification. No fractional shares of
capital stock shall be issued as a result of the Reverse Stock Split. In lieu of any fractional share of capital stock to which a shareholder
would otherwise be entitled, the Corporation shall issue that number of shares of capital stock as rounded up to the nearest whole share.
The Reverse Stock Split shall have no effect on the number of authorized shares of capital stock, previously designated series of preferred
stock (except to the extent such split affects the conversion price or calculation of such preferred stock pursuant to the terms thereof)
or the par value of any capital stock.”