Corporate Universe Inc (COUV)

[WeTheMarket]

New form filed with SEC
Form SC 14F1 - Statement regarding change in majority of directors [Rule 14f-1]:SEC Accession No. 0001654954-21-012558
Filing Date
2021-11-23
Accepted
2021-11-23 16:33:40

https://www.sec.gov/Archives/edgar/data/1450307/000165495421012558/couv_14f1.htm

INTRODUCTION

This Information Statement is being mailed on or about November 23, 2021 to the holders of record at the close of business on November 12, 2021 (the “Record Date”) of the common stock, par value $0.0001 per share (the “Common Stock”), of Corporate Universe, Inc., a Delaware corporation, in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated thereunder, in connection with an anticipated change in majority control of the Company’s Board of Directors (the “Board of Directors”) other than by a meeting of stockholders. Section 14(f) of the Exchange Act and Rule 14f-1 require the mailing to our stockholders of record the information set forth in this Information Statement at least 10 days prior to the date a change in a majority of our directors occurs (otherwise than at a meeting of our stockholders). Accordingly, the change in a majority of our directors pursuant to the transaction described herein will not occur until at least 10 days following the mailing of this Information Statement.

You are receiving this Information Statement in connection with the expected designation of new members to the Board of Directors of the Company pursuant to a change of control of the Company.

On November 16, 2021 (the “Closing Date”), the Company consummated the transactions contemplated by the Share Exchange Agreement (the “Share Exchange Agreement”) with Carbon-Ion Energy, Inc. (“Carbon-Ion”) and the holders (the “Carbon-Ion Shareholders”) of Carbon-Ion’s issued and outstanding shares of common stock, par value $0.000001 per share (“Carbon-Ion Common Shares”), pursuant to which the Shareholders exchanged 100% of the outstanding Carbon-Ion Common Shares, for (i) 100,000 shares of Series D preferred stock, par value $0.0001 per share (“Series D Preferred Stock”), of the Company, and (ii) 100,000,000 shares of common stock, par value $0.0001 per share of the Company (“Common Stock,” and together with Series D Preferred Stock, the “Exchange Shares,” and the foregoing exchange of Carbon-Ion Common Shares for Exchange Shares being the “Share Exchange”). A copy of the Share Exchange Agreement was filed as an exhibit to the Company’s Current on Form 8-K filed November 16, 2021.

CHANGE IN MAJORITY OF BOARD OF DIRECTORS

The sole director of the Company prior to the closing of the Share Exchange Agreement was Isaac H. Sutton. Pursuant to the Share Exchange Agreement, Jack Brooks became a director upon closing of the Share Exchange Agreement and Andrew Sispoidis and Adrian Jones will each become a director of the Company on the 10th day after the mailing of this Information Statement.

The change in the Company’s Board of Directors is expected to occur ten days after transmission of this Information Statement to all holders of record of our Common Stock.

No action is required by our stockholders in connection with this Information Statement. However, Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, requires the mailing to our stockholders of the information set forth in this Information Statement at least ten (10) days prior to the date a change in a majority of our directors occurs (otherwise than at a meeting of our stockholders).

Isaac H. Sutton has been an international entrepreneur for over 45 years focusing on emerging markets and technologies. During such period, Mr. Sutton has conducted business in many countries, including Taiwan, Korea, the Philippines, Poland and Uzbekistan. Mr. Sutton has extensive experience in a variety of industries, including marketing, import and export, electronics, telecommunications, information technology and capital markets. He has served as a founding member and executive officer of numerous ventures over such period, including GoIP Global Inc nka Charge Enterprises (symbol CHRG), GoCOM Corporation, which he founded in June 2011 and has since served as its chief executive officer, Tarsier Ltd , a sustainable energy company which he has since served as its chief executive officer since 2015, SavWatt USA Inc., a supplier of LED bulbs, for which he was the chief executive officer from March 2010 to December 2012, and Starinvest Group, Inc., a business development company, for which he was the chief executive officer from 1997 to 2006. Mr Sutton is currently on the Board & Management of two private companies: Valo Smart City Corporation and Medicevo Corporation. Mr. Sutton holds a Bachelor’s Degree in Business Administration from Pace University.

Jack (“Jeb”) Brooks began his professional career in 1990 at the Management Associate training program at Citicorp. He was then assigned to Citi’s branch in Taiwan, managing the relationships of multi-national corporations doing business in Taiwan. Later, he moved to London as A.V.P. of equity sales from Asia to European institutional investors. In 1997, Jeb moved to Texas where he worked at a retail bank, substantially improving net income and successfully selling the bank in 1999. Jeb then founded Merlin Engine, a private portfolio management and consulting firm. In 2017, Jeb founded the Jack Brooks Foundation as an apolitical non-profit focused on increasing citizen participation in the voting process. Brooks’ educational background includes a master’s degree from University of Chicago and a B.A. from Wesleyan University. Jeb was an early investor in ZapGo and a major influencer in the recent journey to establish Carbon-Ion.

Adrian H Jones has served in multiple Finance and General Management roles in NASDAQ listed Companies since 1987, including Avant Garde Computing, Inc, Boole and Babbage Inc, IntelliCorp, Intergraph Inc, Via Networks Inc and InfoNet Services Corporation. Mr Jones was the founding Director and CEO and the sole Shareholder of Solutions for Start-Up Ventures Limited in 2009 that was the acquiring business of the ZapGo assets from the Administrator Buchler, Phillips on 11 September 2020. Mr Jones qualified as a Chartered Accountant in England and Wales with KPMG (formerly Thomson McLintock and Co, London) in November 1982.

Andrew Sispoidis is the Chief Executive Officer at Carbon-Ion Energy. As a seasoned business operator, Andrew’s leadership and development skills have led 10 high-growth, middle-market and start-up companies (series A through mezzanine). With a demonstrated ability to improve performance of multi-million-dollar businesses, Andrew has a strong record of revenue and profit growth. He has managed up to 180 direct-reports and $132MM in revenue with a $52MM operating budget. Andrew has previously sold 3 companies, raised more than $250 million in capital, and returned over $1.4 billion in value. Andrew has been recognized as an “Innovator” by the Connecticut Technology Council and the MIT Enterprise Forum. Andrew is an accomplished speaker as a TEDx speaker on cybersecurity and has been a guest lecturer at: Fordham, Columbia, Stanford, Yale, NYU, and the University of Connecticut.