UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c)  

of the  

Securities Exchange Act of 1934

 

Check the appropriate box:

 

¨ Preliminary Information Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

 

x Definitive Information Statement

 

BESPOKE TRICYCLES INC.

(Name of Registrant as Specified in Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14c-5(g)

 

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount previously paid:

(2)

Form, Schedule, or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

 

 

 

BESPOKE TRICYCLES INC.  

4045 Sheridan Avenue  

Miami, Florida 33140  

 

August 19 , 2015

 

Dear Stockholders:

 

The enclosed Information Statement is being furnished to the holders of record of the shares of the common stock, par value $0.001 per share (the “Common Stock”) of Bespoke Tricycles Inc., a Nevada corporation (the “Company”), as of the close of business on the record date of August 31, 2015 (the “Record Date”). The purpose of this Information Statement is to notify our stockholders that on August 3, 2015, the Company received a written consent of the Board of Directors of the Company (the “Board”) and the holder of 4,160,000 shares of Common Stock, representing 80% of the issued and outstanding shares of our Common Stock (the “Consent”). The Consent adopted resolutions which authorized the Company to act on a proposal to amend and restate its Articles of Incorporation to increase the amount of authorized shares of Common Stock from 90,000,000 to 250,000,000 shares of common stock.

 

The Board believes that the amendment to the Articles of Incorporation (the “Amendment”) is beneficial to the Company. The full text of the Amendment is attached as Appendix A to this Information Statement.

 

The enclosed Information Statement is being furnished to you to inform you that the foregoing action has been approved by the holder of a majority of the outstanding shares of the voting stock of the Company. The Board is not soliciting your proxy in connection with the adoption of these resolutions and proxies are not requested from stockholders. The resolutions will not become effective before the date which is 21 days after this Information Statement was first mailed to the stockholders. You are urged to read the Information Statement in its entirety for a description of the action taken by the majority stockholders.

 

This Information Statement is being mailed to stockholders of record on August 31, 2015 (the “Record Date”).

 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

No action is required by you. The enclosed Information Statement is being furnished to you to inform you that the foregoing action has been approved by the holder of at least a majority of the outstanding shares of all voting stock of the Company.

 

Because the stockholder holding at least a majority of the voting rights of our outstanding Common Stock has voted in favor of the foregoing action, and such stockholder has sufficient voting power to approve such action through its ownership of Common Stock, no other stockholder consents will be solicited in connection with the transaction described in this Information Statement. The Board is not soliciting your proxy in connection with the adoption of these resolutions, and proxies are not requested from stockholders.

 

 

Sincerely,

 

       
By: /s/ Albert Mitrani

 

 

 

Albert Mitrani

 

 

 

President and Chief Executive Officer

 

 

 

 

 

 

 
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BESPOKE TRICYCLES INC.  

4045 Sheridan Avenue  

Miami, Florida 33140

 

INFORMATION STATEMENT  

PURSUANT TO SECTION 14(C)  

OF THE SECURITIES EXCHANGE ACT OF 1934  

AND RULE 14C-2 THEREUNDER  

_____________________________________

 

NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.

 

WE ARE NOT ASKING YOU FOR A PROXY AND  

YOU ARE REQUESTED NOT TO SEND US A PROXY

 

The enclosed Information Statement is being furnished to the holders of record of the shares of the common stock, par value $0.001 per share (the “Common Stock”) of Bespoke Tricycles Inc., a Nevada corporation (the “Company”), as of the close of business on the record date of August 31, 2015 (the “Record Date”). The purpose of this Information Statement is to notify our stockholders that on August 3, 2015, the Company received a written consent of the Board of Directors of the Company (the “Board”) and of the holder of 4,160,000 shares of Common Stock, representing 80% of the issued and outstanding shares of our Common Stock (the “Consent”). The Consent adopted resolutions which authorized the Company to act on a proposal to amend and restate its Articles of Incorporation to increase the amount of authorized shares of Common Stock from 90,000,000 to 250,000,000 shares of common stock.

 

The action will become effective on a date that is not earlier than 21 days after this Information Statement is first mailed to our stockholders.

 

Because the stockholder holding at least a majority of the voting rights of our outstanding Common Stock has voted in favor of the foregoing actions, and such stockholder has sufficient voting power to approve such actions through its ownership of Common Stock, no other stockholder consents will be solicited in connection with the transaction described in this Information Statement. The Board is not soliciting proxies in connection with the adoption of these resolutions, and proxies are not requested from stockholders.

 

In accordance with our bylaws, our Board has fixed the close of business on August 31, 2015 as the record date for determining the stockholders entitled to notice of the above noted actions. This Information Statement is being mailed on or about August 20, 2015 to stockholders of record on the Record Date.

 

Our stockholders are not entitled to appraisal rights under the Company’s Articles of Incorporation, bylaws or Nevada corporate law with respect to the actions taken.

 

 
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DISTRIBUTION AND COSTS

 

We will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. In addition, we will only deliver one Information Statement to multiple security holders sharing an address, unless we have received contrary instructions from one or more of the security holders. Also, we will promptly deliver a separate copy of this Information Statement and future stockholder communication documents to any security holder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and future stockholder communication documents to any security holder or holders sharing an address to which multiple copies are now delivered, upon written request to us at our address noted above.

 

Security holders may also address future requests regarding delivery of information statements by contacting us at the address noted above.

 

VOTE REQUIRED; MANNER OF APPROVAL

 

Approval to implement the Amendment requires the affirmative vote of the holders of a majority of the voting power of the Company. Because the stockholders holding at least a majority of the voting rights of our outstanding Common Stock have voted in favor of the foregoing actions, and such stockholders have sufficient voting power to approve such actions through their collective ownership of Common Stock, no other stockholder consents will be solicited in connection with the transactions described in this Information Statement. The Board is not soliciting proxies in connection with the adoption of these proposals, and proxies are not requested from stockholders.

 

In addition, the Nevada Revised Statutes (“NRS”) require the affirmative vote of the holders of a majority of the voting power of the Company and provide in substance that stockholders may take action without a meeting of the stockholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed by the holders of the outstanding voting shares holding not less than the minimum number of votes that would be necessary to approve such action at a stockholders meeting. The action is effective when written consents from holders of record of a majority of the outstanding shares of voting stock are executed and delivered to the Company.

 

The Company has no class of voting stock outstanding other than the Common Stock. There are currently 5,200,000 shares of Common Stock outstanding, and each share of Common Stock is entitled to one vote. Accordingly, the vote or written consent of stockholders holding at least 2,600,001 shares of the Common Stock issued and outstanding is necessary to approve the Amendment. In accordance with our bylaws, our Board of Directors has fixed the close of business on August 31, 2015 as the record date for determining the stockholders entitled to vote or give written consent.

 

On August 3, 2015, the Board and the holder of 4,160,000 shares of Common Stock, representing 80% of the issued and outstanding shares of our Common Stock, executed and delivered to the Company the Consent. Accordingly, in compliance with the NRS, at least a majority of the outstanding voting shares has approved the Amendment. As a result, no vote or proxy is required by the stockholders to approve the adoption of the foregoing action.

 

Under Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), the Amendment may not be filed with the Secretary of State of the State of Nevada to increase the authorized shares of common stock until at least twenty (20) calendar days after this Information Statement is first mailed to our stockholders. The increase will become effective upon the filing of the Amendment with the Secretary of the State of Nevada, which is anticipated to be on or about September 8, 2015, twenty (20) days after the mailing of this Information Statement.

 

 
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REASON FOR THE AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK FROM 90,000,000 SHARES TO 250,000,000 SHARES OF COMMON STOCK.

 

The Company’s current Articles of Incorporation authorizes the issuance of 90,000,000 shares of Common Stock. As of August 3, 2015, there were 5,200,000 shares of Common Stock issued and outstanding. There are currently 10,000,000 authorized shares of preferred stock, none of which are currently issued.

 

The purpose of the proposed increase in authorized share capital is to make available additional shares of Common Stock for issuance for general corporate purposes without the requirement of further action by the stockholders of the Company. The Company recently informed its shareholders that in addition to the name change, it will be effectuating a 1:18 forward stock split. See the Schedule 14C Information Statement filed by the Company with the Securities and Exchange Commission on July 31, 2015. As a result of such forward stock split, the current amount of issued and outstanding shares will be increased by 88,400,000 shares to an aggregate of 93,600,000 shares of common stock. Accordingly, upon the effectiveness of such stock split, the Company will need additional shares of common stock in excess of its current amount of authorized share capital.

 

In addition, the Company will need additional authorized shares in connection with establishing additional employee or director equity compensation plans or arrangements or for other general corporate purposes, including without limitation raising capital. There is currently no formal agreement or arrangement with respect to any of the foregoing other than as described above. Increasing the authorized number of shares of the Common Stock of the Company will provide the Company with greater flexibility and allow the issuance of additional shares of Common Stock in most cases without the expense or delay of seeking further approval from the stockholders.

 

The shares of Common Stock do not carry any pre-emptive rights. The adoption of the Amendment will not of itself cause any changes in the Company’s capital accounts.

 

The increase in authorized share capital will not have any immediate effect on the rights of existing holders of the Company’s Common Stock. However, the Board of Directors will have the authority to issue authorized shares of Common Stock without requiring future approval from the stockholders of such issuances, except as may be required by applicable law. To the extent that additional authorized shares of Common Stock are issued in the future, they will decrease the existing stockholders’ percentage equity ownership interests and, depending upon the price at which such shares of common stock are issued, could be dilutive to the existing stockholders. Any such issuance of additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock of the Company.

 

One of the effects of the increase in authorized share capital, if adopted, however, may be to enable the Board to render it more difficult to or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of present management. The Board would, unless prohibited by applicable law, have additional shares of Common Stock available to effect transactions (including private placements) in which the number of the Company’s outstanding shares would be increased and would thereby dilute the interest of any party attempting to gain control of the Company. Such action, however, could discourage an acquisition of the Company which the stockholders of the Company might view as desirable.

 

 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table lists, as of August 3, 2015, the number of shares of common stock beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

The percentages below are calculated based on 5,200,000 shares of common stock outstanding as of August 3, 2015. The business address of the persons listed below is c/o Bespoke Tricycles Inc., 4045 Sheridan Avenue, Miami, Florida 33140.

 

Name and Address of Beneficial Owner

 

Amount and Nature of Beneficial Ownership

 

 

Percent of Class

 

Albert Mitrani

 

 

4,160,000

 

 

 

80 %
John Goodhew

 

 

0

 

 

 

-

 

All directors and executive officers as a group (2 persons)

 

 

4,160,000

 

 

 

80 %

 

INTEREST OF CERTAIN PERSONS IN OR IN  

OPPOSITION TO MATTERS TO BE ACTED UPON

 

Other than as described herein, no other person has any interest, direct or indirect, by security holdings or otherwise, in the matters herein which is not shared by all other stockholders.

 

OTHER MATTERS

 

The Board knows of no other matters other than those described in this Information Statement which have been approved or considered by the holders of a majority of the shares of the Company’s voting stock.

 

IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT, PLEASE CONTACT:

 

Bespoke Tricycles Inc.  

4045 Sheridan Avenue  

Miami, Florida 33140

 

 

By Order of the Board,

 

       
By: /s/ Albert Mitrani

 

 

 

Albert Mitrani

 

 

 

President and Chief Executive Officer

 

 

 

 

 

 

 
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AMENDMENT TO ARTICLES OF INCORPORATION

 

OF

 

BESPOKE TRICYCLES INC.

 

Bespoke Tricycles Inc., a corporation organized and existing under the laws of the State of Nevada, hereby certifies as follows:

 

1.

The name of the corporation is Bespoke Tricycles Inc. The date of filing of its original Articles of Incorporation with the Secretary of State was August 8, 2011.

2.

This Amended Articles of Incorporation amends Article II of the Articles of Incorporation of this corporation by increasing the number to shares of common stock the Corporation is authorized from 90,000,000 to 250,000,000.

 

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in a case of a vote of classes or series or may be required by the provisions of the articles of incorporation in favor of the amendment, is 80%.

 

Signed on this __ day of August, 2015

By:

/s/ Albert Mitrani

 

Name:

Albert Mitrani

 

Title:

President and Chief Executive Officer

 

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