Shorepower Technologies, Inc. has entered into a merger agreement with Aeternum Health LLC that will fundamentally transform the company's strategic direction from transportation electrification infrastructure to longevity-focused healthcare. The transaction, structured as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, represents a complete repositioning of the publicly-traded company.
Under the terms of the agreement, Aeternum Health will merge into Shorepower Technologies, with Shorepower continuing as the surviving entity. The sole member of Aeternum Health will receive common stock representing 51% ownership of the combined company, effectively gaining control. Additionally, the transaction includes issuance of 2,000,000 shares of Series B Preferred Stock, each share having voting power equal to 40 shares of common stock, further consolidating control in the hands of Aeternum Health's leadership.
The strategic implications of this merger are substantial, as Shorepower Technologies will transition from designing and operating transportation electrification equipment to developing services, products, and solutions designed to increase longevity and optimize health outcomes. This shift represents a complete departure from the company's current business model and enters the rapidly growing longevity and anti-aging market segment.
Key assets being transferred in the transaction include know-how and data relating to a novel peptide mix in development for longevity and anti-aging applications, along with associated intellectual property. Aeternum Health will also contribute a minimum of $1.5 million in cash and a business related to commercialization of the peptide technology. These contributions provide both the scientific foundation and financial resources necessary for the company's transformation.
Leadership changes accompany the strategic shift, with Jeff Kim resigning as President, Chief Executive Officer, and sole director of the Company. Paul E. Mann, Manager of Aeternum Health, will assume these roles upon closing of the merger. Mann brings over two decades of experience in biotechnology, healthcare investing, and public company leadership, including his current position as Chairman and CEO of ASP Isotopes Inc. His background includes senior investment roles at Soros Fund Management, Highbridge Capital, and DSAM Partners, as well as eleven years as a sell-side analyst at Morgan Stanley and Deutsche Bank.
The company plans several corporate actions following the merger, including changing its name to Aeternum Health Inc., increasing authorized common shares to 250 million, and spinning out its existing transportation electrification business. Financial statements and pro forma financial information relating to Aeternum Health will be filed by amendment within 71 calendar days of the initial Form 8-K filing.
This strategic pivot occurs as the longevity and anti-aging market continues to attract significant investment and scientific attention. The move positions the company to capitalize on growing consumer and investor interest in health optimization technologies, while exiting the competitive transportation electrification sector. The transaction's structure, including the substantial ownership transfer and leadership change, indicates a complete transformation rather than a gradual evolution of the company's business model.
The merger represents a notable example of a public company undergoing a complete strategic repositioning through acquisition, with implications for investors, the healthcare industry, and the broader longevity technology sector. As noted in the company's forward-looking statements, the transaction involves various risks including regulatory approvals, integration challenges, financing availability, development and commercialization risks, intellectual property considerations, and market acceptance of the new strategic direction.
