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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): July
31, 2023
Ilustrato Pictures International, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
000-56487 |
27-2450645 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
26 Broadway, Suite 934
New York, NY |
10004 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area
code: 917-522-3202
______________________
(Former name or former address, if changed since last
report) |
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 (17CFR 230.425) |
|
|
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 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)) |
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
As previously disclosed, on January 18, 2023,
Quality Industrial Corp. (the “Company”) entered into a definitive stock purchase agreement (the “QI Purchase Agreement”)
with Gerab National Enterprises LLC and Mr. Saseendran Kodapully Ramakrishnan, (together, the “QI Shareholders”) of Quality
International Co Ltd FZC, a United Arab Emirates company (“Quality International”), in order to purchase 52% of the shares
of Quality International (the “QI Shares”) from the QI Shareholders.
Quality International manufactures custom solutions
for businesses operating in the Oil and Gas, Energy, Water Desalination, Wastewater, Offshore and Public Safety sectors.
On July 31, 2023, the parties to the QI Purchase
Agreement entered into an amendment to the QI Purchase Agreement (the “Amended QI Purchase Agreement”) to revise the payment
schedule for the QI Shares, which had previously become effective on March 31, 2023. The purchase price for the QI Shares shall remain
up to $137,000,000 in cash (the “QI Purchase Price”).
Under section 2.1 of the Amended QI Purchase
Agreement, the payment schedule of the QI Purchase Price has been revised (the “Amended Payment Schedule”) to extend the payment
timeline with smaller amounts due at each date. Moreover, break fees were introduced if the payments are not received by their respective
due dates. In the event that the Company fails to meet any of the revised payment dates and/or the revised payment amounts, pursuant to
the Amended Payment Schedule, the parties acknowledge and agree that the QI Shareholders shall have the right, but not the obligation,
to, in their sole discretion, terminate the Amended QI Purchase Agreement and all associated agreements with us. Consequently, if terminated,
the Company would be liable for the applicable break fee pursuant to the table in the Amended Payment Schedule, and the parties agreed
to release each other from the performance of any obligations under the Amended QI Purchase Agreement, together with all related transaction
documents, and the parties shall have no accrued rights under the same save as those which are intended to survive after such termination.
Pursuant to the Amended Payment Schedule, payments
for tranches 4, 5 and 6 are linked and paid in proportion to the percentage of EBITDA target achieved against forecasted EBITDA targets
and capped at 100% of EBITDA target. Any shortfall or surplus (as the case may be) on the EBITDA target of a particular Tranche shall
be carried over to the subsequent Tranche and to be added to or deducted from (as the case may be) the subsequent EBITDA target. Any shortfall
EBITDA existing after the expiration of time allotted for tranche 6, shall be allowed to be delivered within an extended 6-month period
until June 30, 2025, and be paid in proportion to the EBITDA target achieved and capped at 100% of EBITDA target. Any remaining shortfall
existing after the expiration of time allotted for Tranche 6, shall be forfeit, resulting in a reduction to the QI Purchase Price.
Additionally, under section 2.2 of the Amended
QI Purchase Agreement, the Company guarantees and repays Quality International’s future borrowings from any lender, capped at $10
million and a maximum of 22% annual interest. Costs, including a processing fee up to 2% of the principal and expenses during the term,
will be borne by the Company. The financing cost will be covered until the Company pays off the Tranche 3 payment. Any borrowings by Quality
International shall be strictly used for operational purposes.
Item 1.02 Termination of a Material Definitive
Agreement.
As previously disclosed, on January 27, 2023,
we entered into a definitive stock purchase agreement (the “Petro Line Purchase Agreement”) with the shareholders of Petro
Line FZ-LLC (“Petro Line”), a United Arab Emirates company, to purchase 51% of the outstanding shares (the “Petro Line
Shares”) in exchange for $1,530,000 in cash, paid in three tranches, subject to the achievement of financial milestones presented
in a schedule of payments which are set forth in the Petro Line Purchase Agreement.
On August 3, 2023, the Company entered into a Termination
Agreement and Release with Petro Line (the “Termination Agreement”), pursuant to which both the Company and Petro Line agreed
to terminate the Petro Line Purchase Agreement, and to release each other from all claims associated with the Petro Line Purchase Agreement,
with each party paying its own costs incurred in connection with the Petro Line Purchase Agreement. The acquisition did not close, and
mutual termination of the agreement will have no impact on QIND’s consolidated financial statements.
The foregoing description of the Amended QI Purchase Agreement and Termination
Agreement is a summary and is qualified in its entirety by reference to the provisions thereof, a copy of which is attached to this Current
Report as Exhibit 10.1 and 10.2 respectively, which are incorporated herein by reference.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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 hereunto duly authorized.
Ilustrato Pictures International, Inc.
/s/ Nicolas Link
Nicolas Link, CEO
Date: August 4, 2023
AMENDMENT
AGREEMENT NO. 1
in respect
of
Share Purchase
Agreement dated 18 January 2023 ("Agreement")
between
Quality lndustrial Corp. and Gerab National Enterprises LLC and Mr. Saseendran Kodapully Ramakrishnan
THIS AMENDMENT
AGREEMENT NO. 1 to the Agreement has
been entered into on 31th July
2023
("Amendment
No. 1") between:
| 1. | QUALITY
INDUSTRIAL CORP., a Nevada corporation established under the laws of the State of Nevada, United
States of America, with company IRS employer identification number 35- 2675388, and whose address is at 315 Montgomery Street, San Francisco,
94104 California, United States of America, and having Mr. John-Paul Backwell as the authorized representative and signatory for and on
behalf of the company ("First Party" or
"Purchaser"); |
| 2. | GERAB
NATIONAL ENTERPRISES LLC, a company established under the laws of the Ernirate of Dubai, United
Arab Emirates, and whose address is at Office no. 202, 5-19 Hotel, Office Section, Al Jaddaf Waterfront, Dubai, United Arab Emirates,
and having Mr. Abdullah Sharafi as the authorized representative and signatory for and on behalf of the company ("Second
Party") and |
| 3. | MR.
SASEENDRAN KODAPULLY RAMAKRISHNAN, an lndian national with passport number Z4995587, a
resident in the United Arab Emirates and whose address is at Villa no. 45, La Collection Avenue, Arabian Ranches, And Al Shiba, Dubai,
United Arab Emirates ("Third Party"). |
Hereafter, the Second Party and the
Third Party shall be collectively referred to as the "Sellers".
WHEREAS
| (A) | The Parties entered into the Agreement on 18 January
2023, and subject to the terms and conditions set out under the same, the Purchaser agreed to purchase, and the Sellers agreed to sell,
seventy eight (78) shares in Quality International Co Ltd FZC, a freezone company established under
the rules and regulations of the Hamriyah Free Zone Authority and the laws of the United Arab Emirates, with company registration
number 4378 and whose address is at PO Box 50622, located at 6C-02, Hamriyah Free Zone Phase 2, Sharjah, United Arab Emirates ("Company"). |
| (B) | The Parties have agreed to make various amendments
to the Agreement as set out in this Amendment No. 1. |
AGREED TERMS
Now,
in consideration of the foregoing and in further consideration
of this Amendment No. 1 on
mutual covenants, hereinafter set
forth, it is agreed that:
| 1. | DEFINITIONS AND COMMENCEMENT |
1.1
Terms defined in
the Agreement shall have
the same
meaning when
used in this Amendment
No. 1 unless the
context otherwise required.
1.2
Notwithstanding
the signing date
of this
Addendum No.
1, the effective date of this
Amendment No.
1 is 1 March 2023 ("Effective
Date").
| 2.1 | Clause 1.02 of the
Agreement shall be
deleted in its entirety and replaced
with the
following: |
"Purchase
Price. The Parties have agreed that
the Purchase Price for the Shares
is up to One Hundred Thirty-Seven
Million United States Dollars ($137,000,000 USD),
which is payable as part
payments as follows:
Original Payment Arrangement |
Revised Payment Arrangement |
Revised
Payment
Date |
Revised Payment Amount |
Break Fee if a Revised Payment is not received by the Revised Payment Date* |
Paid To |
Tranche 2 : As |
Tranche |
16 June |
USD |
Tranche 1 value of USD |
Quality International Co Ltd |
per SPA for |
2.1 |
2023 |
500,000 |
1,000,000 to be |
FZC |
USD |
|
(paid) |
|
considered as break fee |
|
15,000,000, to |
|
|
|
if USD 500,000 not |
|
be paid |
|
|
|
received by 16-Jun-2023 |
|
immediately |
Tranche |
On or |
USD |
In addition to USD |
Quality International Co Ltd |
upon closing
being 6
March |
2.2 |
before
31 July |
2,000,000 |
1,000,000/-,
50% of USD
500,000 receivable
by |
FZC |
2023. |
|
2023 |
|
16-Jun-2023 to be |
|
|
|
|
|
considered as break fee |
|
|
|
|
|
(Total USD 1,250,000) |
|
|
Tranche |
On or |
USD |
In addition to USD |
Quality International Co Ltd |
|
2.3 |
before |
5,000,000 |
1,000,000/-, 50% each of |
FZC |
|
|
15 Sept |
|
subsequent payments of |
|
|
|
2023 |
|
USD 500,000
+ USD
2,000,000 to be |
|
|
|
|
|
considered a break fee |
|
|
|
|
|
(Total USD 2,250,000) |
|
Original |
Revised |
Revised |
Revised |
Break Fee if a Revised |
Paid To |
Payment Arrangement |
Payment
Arrangement |
Payment
Date |
Payment Amount |
Payment Is not received by the Revised Payment Date* |
|
Tranche
3: As per SPA for
USD
66,000,000, to |
Tranche 3.1 |
On or
before
30 Nov
2023 |
USD 73,500,000 |
Break fee Capped at USD 3,500,000 |
$28,500,000
paid to Quality International
Co Ltd FZC,
$39,000,000 to Gerab
National Enterprise
LLC and |
be paid on or
before 210
days after
closing
being 6 |
|
|
|
|
$6,000,000 to Saseendran Kodapully Ramakrishnan |
March 2023. |
|
|
|
|
|
Tranche 4: As |
Tranche |
31 |
USD |
Break fee not applicable |
$6,000,000 to Gerab |
per SPA
for USD 14,000,000, to
be paid
within
30
days of H1, |
4 |
January 2024 |
14,000,000 |
if
Tranche 3.1 is fully received by 30
November
2023. |
National
Enterprise LLC,
$5,000,000 to Saseendran
Kodapully
Ramakrishnan and $3,000,000
to Quality |
2023 auditor |
|
|
|
|
International Co Ltd FZC |
certified |
|
|
|
|
|
financials |
|
|
|
|
|
Tranche
5: As per SPA
for USD 20,000,000
to
be paid within |
Tranche 5 |
15 April
2024
considering
Year End |
USD 20,000,000 |
Break
fee not applicable
if Tranche
3.1 is fully
received by 30
November
2023. |
$15,000,000
to Gerab National
Enterprise LLC,
$2,000,000 to
Saseendran
Kodapully
Ramakrishnan |
30 days of
Year End 2023 |
|
audited financials |
|
|
and $3,000,000 to Quality International Co Ltd FZC |
audited |
|
to be |
|
|
|
financials |
|
completed |
|
|
|
|
|
by
15 |
|
|
|
|
|
March |
|
|
|
|
|
2024 |
|
|
|
Tranche
6: As per SPA for
USD 21,000,000 to
be paid within |
Tranche 6 |
15 April
2025
considering
Year End |
USD
21,000,000 |
Break
fee not applicable if Tranche
3.1 is fully
received by 30
November
2023. |
$15,000,000
to Gerab National Enterprise
LLC,
$3,000,000
to Saseendran
Kodapully
Ramakrishnan |
30 days of
Year End 2024 |
|
audited financials |
|
|
and $3,000,000 to Quality International Co Ltd FZC |
audited |
|
to be |
|
|
|
financials |
|
completed |
|
|
|
|
|
by 15 |
|
|
|
|
|
March |
|
|
|
|
|
2025 |
|
|
|
*Notes
for Tranche 2 and Tranche
3.1: In the
event that the
First Party fails to meet any of the
Revised Payment Dates and/or
the Revised Payment Amounts pursuant
to the table above, the Parties acknowledge
and agree that the Second Party
and the Third Party
shall have the right, but not the obligation,
to, in their sole discretion,
terminate this Agreement, together with all
related transaction documents including
(without limitation) the Disclosure Letter dated 18 January 2023,
the Shareholder Guarantee dated
18 January 2023, the Escrow Agreement dated
1 March 2023 and
the Shareholders' Agreement dated
1 March 2023. Consequently, the
First Party shall be liable for the
applicable break fee pursuant to
the table above, and the Parties
undertake to release each other from
the performance of any obligations under this Agreement,
together with
all related transaction documents
including (without limitation}
the Disclosure Letter
dated 18 January 2023, the
Shareholder Guarantee dated 18 January
2023, the Escrow Agreement
dated 1
March 2023 and the
Shareholders' Agreement dated 1 March
2023, and the Parties
shall have no
accrued rights under
the same save as those
which are intended to survive
after such termination.
*Notes
for Tranches 4, 5
and 6: Pursuant to the
table above, payments
for Tranche 4 to Tranche 6 are linked
and paid in proportion to the percentage
of EBITDA target achieved against forecasted
EBITDA targets and capped at 100% of
EBITDA target.
Any shortfall or surplus (as
the case may be} on
the EBITDA target of a particular Tranche shall
be carried-over
to the subsequent Tranche
and to be added to or deducted from
(as the case may
be} the subsequent
EBITDA target.
Any shortfall EBITDA existing
after the expiration of time allotted for Tranche 6, shall be
allowed to be delivered within an extended 6-month period until
30 June 2025, and be
paid in proportion to the EBITDA target achieved and capped at 100%
of EBITDA target.
Any remaining shortfall
existing after the expiration
of time allotted for Tranche
6, shall be
forfeit, resulting in a reduction
to the Purchase Price."
2.2
A new
Clause
2.03 of the Agreement shall be inserted
with the
following:
112.03
Future Borrowings. The Purchaser undertakes to guarantee
and repay any and all principal
and interest
in respect of any future
borrowings of the Company
from any lender(s}
subject to the following:
(a}
the principal of any such
borrowings shall be
a maximum of USD 10 million (or such
other amount to be agreed
between the Parties};
(b} the
interest rate of any
such
borrowings shall
be a maximum of 22%
per annum (or such other
percentage
to be agreed between the
Parties};
(c}
the costs and
expenses of
any such borrowings
to be provided by the Purchaser
shall be the sum
of: (i} the costs and
expenses payable
by the Company for the tenure
of any such borrowings;
(ii) tenure of any such borrowings
shall
be less than
12 months (or such
other time frame to be agreed
between the Parties), and
all such borrowing shall be
repaid from the applicable
portion related
to Tranche payments due
from the Purchaser to the Company;
and (iii} the one-time processing cost shall
be a maximum of 2%
of the total
principal of any such borrowings;
(d)
the financing
cost shall be borne until
the date the Purchaser remits proceeds
of the Tranche
3 payment to the Company
under the Agreement
to settle the
total amount of any
such borrowings pursuant to
this clause;
and
(e)
any such borrowings by the
Company shall be strictly
be used for the operating purposes
(unless otherwise agreed between
the Parties).
2.3
Clause 6.01(g)
of the
Agreement shall be
deleted in its entirety and replaced
with the
following:
"(g)
Purchaser confirms that it
has received, or Sellers have made available,
all necessary information for Purchaser
to arrange for its internal purposes relating
to audited financial statements of the Company by
a PCAOB qualified third party independent auditor
for the past two completed fiscal
years ending December 2021
and December 2022."
2.3 A new
Clause 8.03 of the Agreement shall
be inserted with the following:
"8.03
Financial Information Sharing. The
Sellers shall make available
all necessary financial information to the Purchaser, which
the Purchaser may reasonably be required
to arrange for its internal purposes relating to audited
financial statements of the
Company by a PCAOB
qualified third party independent auditor and periodic filings
by the Purchaser, and to
enable the Purchaser to
: (a) undertake the necessary guarantee and repay any
and all principal and interest
in respect of any future borrowings of the Company
from any lender(s) subject
to Clause 2.03 of the Agreement;
and (b) acquire debt financing to support
of the ongoing cash flow
requirements of the Company in respect of Clause 8(e) of the
Agreement."
3.1 The
Parties hereby agree and acknowledge
that' this Amendment No.
1 in its entirety shall constitute
an integral part of
the Agreement.
3.2 Save
and except for the amendments stipulated in
this Amendment No.
1, all other
terms of the Agreement remain
unchanged and
continue to be in
full force and effect.
3.3
This
Amendment No.1
and any dispute
or claim (including non-contractual
disputes or claims)
arising out of or in
connection with it
or its
subject matter
or formation shall be
governed by
and construed in
accordance with English
law. Each
party irrevocably agrees
that the courts of the Dubai
International
Financial Centre shall
have exclusive jurisdiction
to settle any dispute
or claim
(including non-contractual
disputes or claims) arising out of
or in connection with this
Amendment No.
1 or its
subject matter
or formation.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Amendment
No. 1 has been duly executed and delivered on the date first above written.
/s/ John-Paul Backwell
John-Paul Backwell, Chief Executive Officer
For and on behalf of
QUALITY INDUSTRIAL CORP.
/s/ Abdullah Sharafi
Abdullah Sharafi Managing Director
For and on behalf of
GERAB NATIONAL ENTERPRISES LLC
/s/ Saseendran Kodapully Ramakrishnan
SASEENDRAN KODAPULLY RAMAKRISHNAN
TERMINATION AND RELEASE AGREEMENT
This Termination and Release Agreement
(“Agreement”) is entered into as of this 3rd day of August, 2023, by and among Quality Industrial Corp., a Nevada corporation
(“Quality Industrial”) and Petro Line FZ-LLC, a United Arab Emirates company (“Petro Line”).
WHEREAS, on or about January 27, 2023,
Quality Industrial entered into a Share Purchase Agreement (the “Purchase Agreement”) with Petro Line for Quality Industrial
to purchase and Petro Line to sell an amount of shares in Petro Line equal to 51% of the outstanding capital stock of Petro Line in exchange
for cash consideration of $1,530,000 USD (the “Purchase Price”) payable over time;
WHEREAS, as of the date of this Agreement,
the Purchase Agreement has not closed, no portion of the Purchase Price has been paid to Petro Line, and Petro Line has not contributed
any shares of its capital stock to Quality Industrial; and
WHEREAS, the parties to the Purchase Agreement
now desire to terminate and release each other from the Purchase Agreement.
NOW, THEREFORE, in exchange for consideration,
the adequacy of which is hereby acknowledged, the parties agree as follows:
| 1. | Termination. Subject to the terms and conditions of this Agreement, as of
the date hereof, the Parties hereby terminate the Purchase Agreement, and any and all rights, obligations or duties created thereunder. |
| 2. | Coordination. The parties agree to take whatever measures are necessary
return to their respective positions as if the Purchase Agreement was never executed. Each party shall pay its own costs incurred in connection
with the Purchase Agreement. The parties agree to negotiate a new Purchase Agreement. |
| 3. | Mutual Release. Except for the obligations set forth in this Agreement,
each party hereby releases, remises, acquits and forever discharges any other party to this Agreement and their related or controlled
entities, and all of their directors, officers, members, managers, partners, employees, servants, attorneys, assigns, heirs, successors,
agents and representatives, past and present, and the respective successors, executors, administrators and any legal and personal representatives
of each of the foregoing, and each of them, from any and all claims, demands, actions, causes of action, debts, liabilities, rights, contracts,
obligations, duties, damages, costs, expenses or losses, of every kind and nature whatsoever, and by whomever asserted, whether at this
time known or suspected, or unknown or unsuspected, anticipated or unanticipated, direct or indirect, fixed or contingent, or which may
presently exist or which may hereafter arise or become known, in law or in equity, in the nature of an administrative proceeding or otherwise,
for or by reason of any event, transaction, matter or cause whatsoever, with respect to, in connection with or arising out of the Purchase
Agreement, or otherwise. |
It is understood by the parties that
the facts with respect to which the foregoing release is given may hereafter turn out to be other than or different from the facts now
known to a party or the parties or believed by a party or the parties to be true, and each party therefore expressly assumes the risk
of the facts turning out to be so different and agrees that the foregoing release shall be in all respects effective and not subject to
termination or rescission by any such difference in facts.
| 4. | No Assignment. The parties to this Agreement represent and warrant that
neither they or their affiliated persons or entities have assigned or transferred any claim or interest herein or authorized any other
person or entity to assert any claim or claims on its behalf with respect to the subject matter of this Agreement. |
| 5. | Non-Disparagement. The parties agree not to make any oral or written statements
or otherwise take any action that is intended or may reasonably be expected to disparage the reputation, business, prospects or operations
of any other party to this Agreement. |
| 6. | Cooperation. Each of the parties hereby agree to perform any and all acts
and to execute and deliver any and all documents reasonably necessary or convenient to carry out the intent and the provisions of this
Agreement. |
| 7. | Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Dubai International Financial Centre in the United Arab Emirates and subject to the exclusive jurisdiction of the
courts of the Dubai International Financial Centre (DIFC), without reference to the principles of conflict of laws. |
| 8. | Complete Agreement. This Agreement represents the complete agreement among
the parties concerning the subject matter in this Agreement and supersedes all prior agreements or understandings, written or oral, including
the Purchase Agreement, or otherwise. This Agreement may not be amended or modified otherwise than by a written agreement executed by
the parties hereto or their respective successors and legal representatives. |
| 9. | Successors and Assigns. This Agreement shall be binding and inure to the
benefit of the parties hereto, their predecessors, parents, subsidiaries and affiliated corporations, all officers, directors, shareholders,
agents, employees, attorneys, assigns, successors, heirs, executors, administrators, and legal representatives of whatsoever kind or character
in privity therewith. |
| 10. | Counterparts. This Agreement may be executed in counterparts, one or more
of which may be facsimiles, but all of which shall constitute one and the same Agreement. Facsimile signatures of this Agreement shall
be accepted by the parties to this Agreement as valid and binding in lieu of original signatures. |
[SIGNATURE PAGE]
The parties to this Agreement have executed this Agreement
as of the day and year first written above.
QUALITY INDUSTRIAL CORP.
By /s/ John-Paul Backwell
Printed Name: John-Paul Backwell
Title Chief
Executive Officer
PETRO
LINE FZ-LLC
By
/s/ Suliman Naameh
Printed
Name:: Suliman Naameh
Title:
Partner
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