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NFiniTi Inc. (formerly known as American Oil & Gas Inc.), an oil and gas field exploration services company, has entered into a significant transaction to diversify its business operations. On May 20, 2025, NFiniTi Inc.’s subsidiary, NFiniTi 1 Inc., signed a Share Exchange Agreement with CyberSyn LLC, a pre-revenue fintech software company specializing in cryptocurrency exchange development for the U.S. market.
Under the terms of the agreement, NFiniTi 1 Inc. acquired all issued and outstanding membership interests of CyberSyn. In return, CyberSyn’s members received equity interests representing 90% of the subsidiary’s total issued and outstanding equity, confirming their status as accredited investors. The remaining 10% of equity was issued to NFiniTi Inc. as a dividend. CyberSyn will now operate as a wholly owned subsidiary of NFiniTi 1 Inc., which remains under the ownership of NFiniTi Inc.
The acquisition is expected to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code, pending legal confirmation. The board of the subsidiary will consist of three members designated by CyberSyn, with the remaining two appointed by NFiniTi Inc. The appointments will be disclosed in subsequent filings.
Additionally, NFiniTi Inc. issued a Convertible Promissory Note to NFiniTi 1 Inc. valued at $500,000, subject to a 50% original issue discount, resulting in a funding amount of $250,000. The note, bearing a 15% annual interest rate, matures on May 20, 2027, and is convertible into NFiniTi Inc.’s common stock at a 25% discount to the lowest average daily trading price over the 30 trading days prior to conversion.
The transaction closed following the satisfaction of all material conditions, including due diligence and regulatory approvals. CyberSyn targets capturing 15% of the $1.8 billion U.S. cryptocurrency market within five years, subject to risks detailed in NFiniTi Inc.’s Form 1-A risk factors. InvestingPro analysis reveals some concerns, with key tips indicating weak gross profit margins and poor free cash flow yield. Subscribers can access over 30 additional financial insights and metrics to evaluate this strategic move.
This strategic move marks NFiniTi Inc.’s expansion into the fintech sector, aligning with its strategy to explore new industries and enhance shareholder value. The acquisition also confirms the company’s status as an operating company, as previously reported in its Form 8-K filed on February 10, 2025, following a reverse acquisition of Artisan Beverages, Inc.
The financial statements of CyberSyn LLC and pro forma financial information will be filed by amendment to this Form 8-K no later than August 1, 2025. The equity issuance was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D. Currently trading at $28.29, NFiniTi maintains a modest dividend yield of 0.71%, with its stock price showing resilience at just 15% below its 52-week high of $33.34. For detailed financial analysis and real-time valuations, investors can explore InvestingPro’s comprehensive suite of tools and metrics.
This news article is based on information contained in a recent SEC filing by NFiniTi Inc.
In other recent news, NFiniTi Inc. has entered into a $20 million Equity Line of Credit Agreement with RH2 Equity Partners, allowing the company to issue and sell newly issued shares over a two-year period. Additionally, NFiniTi secured a $1 million Convertible Promissory Note, also with RH2 Equity Partners, carrying an interest rate of 15% per annum and maturing in 2026. This note allows for conversion into common stock at a price pegged to the stock’s trading price, subject to ownership limitations. Value Exchange International has been delisted from the OTCQB marketplace due to a failure to file its annual Form 10-K on time and has been moved to the OTC Pink Limited Information market. Meanwhile, SafeSpace Global Corporation, formerly Healthcare Integrated Technologies Inc., has announced a corporate rebranding, including a name change and a new ticker symbol "SSGC." 37 Capital Inc. has filed its annual report with the SEC, providing audited financial statements and annual certifications for the fiscal year ending December 31, 2024. These developments reflect significant financial and strategic activities among these companies.
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