Item 1.01 Entry into a Material Definitive Agreement.
On November 16, 2022, Arvana Inc. ("Company") entered into a Business Purchase
Agreement ("Agreement") with LCF Salons, LLC. ("LCF") to acquire Down 2 Fish
Charters, LLC. ("Down2Fish).
Down2Fish operates a licensed fishing charter business that offers a range of
curated maritime adventures that include inshore, offshore, and custom charters
for fishing enthusiasts, nature lovers, snorkeling devotees, and dive masters.
The business is operated from a private dock in Palmetto, Florida that services
the Tampa area including St Petersburg, Venice, Sarasota, and Clearwater.
Down2Fish generates most of its revenue from the sale and provision of charter
boat services from two well equipped modern vessels.
The Agreement will cause the Company to acquire Down2Fish as a wholly owned
subsidiary in exchange for fifty thousand dollars ($50,000), and a promissory
note in the amount of seven hundred thousand dollars ($700,000) payable
twenty-four (24) months after the closing date that bears interest of seven and
one quarter percent (7¼ %) per annum. Further, the Agreement contains those
representations, warranties, and covenants of the Company and Down2Fish
customary in scope for a transaction of this nature which include the
satisfactory completion of due diligence and the compilation of financial
statements for all operations relating to Down2Fish prepared in accordance with
U.S. GAAP.
The Company and LCF anticipate that the Agreement will close in the first
quarter of next year.
Item 7.01 Regulation FD Disclosure
On November 16, 2022, in connection with the Agreement with LCF to acquire
Down2Fish, the Company issued a press release. The information provided above in
"Item 1.01 - Entry into a Material Definitive Agreement" of this Current Report
on Form 8-K ("Current Report") is incorporated by reference into this Item 7.01.
The information contained in Items 1.01 and 7.01 of this Current Report and
Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of such section.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Business Purchase Agreement
99.1 Press Release - Arvana to Acquire Florida Based Fishing
Charter Business
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ARVANA INC. 
