UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the Securities
Exchange
Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) |
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Definitive
Information Statement |
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SHOREPOWER
TECHNOLOGIES, INC. |
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(Name
of Registrant as Specified in Its Charter) |
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment
of Filing Fee (Check the appropriate box):
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No
fee required. |
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
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SHOREPOWER
TECHNOLOGIES, INC.
5289
NE Elam Young Pkwy.
Suite
180
Hillsboro,
OR 97124
(509)
892-7345
Notice
of Action by Written Consent of Shareholders to be Effective March __, 2026
Dear
Stockholder:
Shorepower
Technologies, Inc., a Delaware corporation. (the “Company”), hereby notifies our stockholders of record on February 27, 2026,
that stockholders holding approximately 52% of the voting power have approved, by written consent in lieu of a special meeting
on February 16, 2026, the following proposals:
Proposal
1: To change the name of the Company to Aeternum Health Inc.; and
Proposal
2: To increase the number of authorized shares of common stock to 250,000,000 shares of common stock.
This
Information Statement is first being mailed to our stockholders of record as of the close of business on February 27, 2026. The action
contemplated herein will not be effective until the later of (i) March __, 2026, a date which is at least
20 days after the date on which our definitive Information Statement is first mailed to our stockholders of record, or (ii) announcement
of the Company’s new name and symbol in the Daily List by the Financial Industry Regulatory Authority (FINRA) of such corporate
action. You are urged to read the Information Statement in its entirety for a description of the action taken by the majority stockholders
of the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
The
corporate action is taken by consent of the holders of a majority of the shares outstanding, and pursuant to Delaware law and the Company’s
bylaws that permit holders of a majority of the voting power to take a stockholder action by written consent. Proxies are not being solicited
because a stockholder holding approximately 52% of the issued and outstanding voting capital stock of the Company holds
more than enough shares to effect the proposed action and has voted in favor of the proposals contained herein.
Exhibit A Amendment to the Company’s Certificate of Incorporation
| /s/
Jeff Kim |
|
| President
and CEO’ |
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| March
__, 2026 |
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SHOREPOWER
TECHNOLOGIES, INC.
5289
NE Elam Young Pkwy.
Suite
180
Hillsboro,
OR 97124
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
General
Information
This
Information Statement is being furnished to the stockholders of Shorepower Technologies, Inc., a Delaware corporation (the “Company”),
in connection with the adoption of an Amendment to our Certificate of Incorporation by written consent of our Board of Directors and
the holders of a majority of our issued and outstanding voting securities in lieu of a special meeting. On February 16, 2026,
both our Board of Directors approved and the holders of a majority of our voting capital stock approved an amendment to our Certificate
of Incorporation to change our name to Aeternum Health, Inc. (the “Amendment”) and to increase the number of authorized shares
of our common stock from 100,000,000 to 250,000,000. The Amendment has been filed with the Delaware Secretary of State but will
not become effective until the later of (i) March __, 2026, a date which is at least 20 days after the date on which our definitive Information
Statement is first mailed to our stockholders of record, or (ii) announcement of the Company’s new name and symbol in the Daily
List by the Financial Industry Regulatory Authority (FINRA) of such corporate action.
Voting
Securities
As
of the date of this Information Statement, our voting securities consist of our shares of our common stock, par value $0.01 per share
(“Common Stock”) of which 59,290,204 shares are outstanding, and 2,000,000 shares of Series B preferred stock, par value
$0.01 (“Series B Preferred Stock”, and collectively with the Common Stock, the “Voting Stock”) that vote on an
as-converted basis of 40 shares of Common Stock for each share of Series B preferred stock. Approval of the Amendment requires the affirmative
consent of a majority of the shares of our Voting Stock issued and outstanding at February 27, 2026 (the “Record Date”).
The quorum necessary to conduct business of the stockholders consists of a majority of the Voting Stock issued and outstanding as of
the Record Date.
A
stockholder who beneficially owns approximately 52% of the issued and outstanding shares of Common Stock and an aggregate of 2,000,000
shares of our Series B Preferred Stock is the “Consenting Stockholder.” Each holder of Series B Preferred Stock is entitled
to cast 40 shares of Common Stock for each share of Series B Preferred Stock held. All 2,000,000 shares of Series B Preferred Stock are
held by Jeff Kim, our current Chairman, President and CEO. The Consenting Stockholder has the power to vote 83% of our Voting Stock,
which number exceeds the majority of the Voting Stock on the date of this Information Statement. The Consenting Stockholder has consented
to the proposed action set forth herein and had and has the power to pass the proposed corporate action without the concurrence of any
of our other stockholders.
The
approval of this action by written consent is made possible by Section 228 of the Delaware General Corporation Law, which provides that
the written consent of the holders of outstanding shares of voting stock, having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be
substituted for such a meeting. To eliminate the costs involved in holding a special meeting, our Board of Directors elected to utilize
the written consent of the holders of more than a majority of our voting securities.
This
Information Statement will be mailed on or about March __, 2026 to stockholders of record as of the Record Date and is being delivered
to inform you of the corporate action described herein before such action takes effect in accordance with Rule 14c-2 of the Securities
Exchange Act of 1934.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record
by them, and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
Dissenters’
Right of Appraisal
The
Delaware General Corporation Law does not provide for dissenter’s rights of appraisal in connection with the proposed action nor
have we provided for appraisal rights in our Certificate of Incorporation or Bylaws.
PROPOSAL
1 –
AMENDMENT
TO OUR CERTIFICATE OF INCORPORATION
TO
EFFECT A CHANGE OF NAME OF THE COMPANY
We
will change our name in an Amendment to our Certificate of Incorporation from “Shorepower Technologies, Inc.” to “Aeternum
Health, Inc.” to reflect our new focus on developing services, products and solutions to increase longevity and achieve optimal
health. Attached as Exhibit A and incorporated herein by reference is the text of the Certificate of Amendment to our Certificate
of Incorporation as approved by the Consenting Stockholder to effect this change.
Certificate
of Incorporation and Bylaws
Other
provisions of the Company’s Certificate of Incorporation and Bylaws may have the effect of deterring unsolicited attempts to acquire
a controlling interest in the Company or impeding changes in our management. Preferred stock may be issued in the future in connection
with acquisitions, financings or other matters, as the Board of Directors deems appropriate. In the event that we determine to issue
any shares of preferred stock, a certificate of designation containing the rights, privileges, and limitations of this series of preferred
stock will be filed with the Secretary of State of the State of Delaware. The effect of this preferred stock designation power is that
our Board of Directors alone, subject to Federal securities laws, applicable blue sky laws, and Delaware law, may be able to authorize
the issuance of preferred stock which could have the effect of delaying, deferring, or preventing a change in control of the Company
without further action by our stockholders, and may adversely affect the voting and other rights of the holders of 1our Common
Stock.
Our
Certificate of Incorporation does not provide our stockholders with cumulative voting rights.
Our
Bylaws provide that the President of the Company shall call a special meeting of shareholder. whenever so requested in writing by a majority
of directors or by shareholders representing not less than twenty-five (25%) percent of the total number of shares of the issued and
outstanding capital stock entitled to vote at said meeting, but since our Certificate of Incorporation delegates to the Board of Directors
the power to make, alter, amend, change, add to or repeal the Bylaws, this power might be used to defeat stockholder actions that are
favored by the holders of a majority of our outstanding voting securities.
We
are not aware of any attempt to take control of the Company and are not presenting this proposal with the intent that it be utilized
as a type of anti−takeover device. The proposal is being made at this time to make available a sufficient number of shares of Common
Stock and Preferred Stock to meet the Company’s current potential obligations to issue Common Stock and to provide us with greater
flexibility to issue shares for general corporate purposes that may be identified in the future.
VOTING
SECURITIES AND PRINCIPAL STOCKHOLDERS
The
following table sets forth, as of February 23, 2026, certain information concerning the beneficial ownership of Common Stock by
(i) each person known by the company to be the owner of more than 5% of the outstanding Common Stock, (ii) each director, (iii) our executive
officers, and (iv) all directors and executive officers as a group. In general, “beneficial ownership” includes those shares
a director or executive officer has the power to vote or the power to transfer, and stock options and other rights to acquire Common
Stock that are exercisable currently or become exercisable within 60 days. Except as indicated otherwise, the persons named in the table
below have sole voting and investment power with respect to all shares shown as beneficially owned by them. The calculation of the percentage
owned is based on 59,290,204 shares of Common Stock outstanding and 2,000,000 shares of Series B Preferred Stock with the voting power
of 40 shares of Common Stock for each share of Series B Preferred Stock issued and outstanding.
Jeff
Kim has voting control through his ownership of 26,589,758 shares of Common Stock and 2,000,000 shares of Series B Preferred Stock. Each
share of Series B Preferred Stock entitles the holder to vote on all matters submitted to a vote of our shareholders with each share
casting a vote equal to 40 shares of Common Stock.
| Name and Address1 | |
Amount and Nature
of Beneficial
Ownership | | |
Percentage of
Voting Power | |
| Jeff Kim (2) | |
| 26,589,758 | | |
| 52 | % |
| All Officers and Directors as a Group (1) | |
| 106,589,7581 | | |
| 81.18 | % |
(1)
Unless otherwise indicated, the address of such individual is c/o the Company.
(2)
Jeff Kim has voting control through his ownership of 2,000,000 shares of Series B Preferred Stock voting on an as-converted basis and
his ownership of 26,589,758 shares of Common Stock. This chart reflects total Voting Stock equal to the issued and outstanding shares
of Common Stock and Series B Preferred Stock for a total of 131,290,204 shares of Voting Stock.
PROPOSAL
2 - AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Our
Board of Directors unanimously approved and adopted, subject to stockholder approval, an amendment to our Certificate of Incorporation
to increase the authorized shares of Common Stock from 100,000,000 to 250,000,000. Attached as Exhibit A and incorporated herein
by reference is the text of the Certificate of Amendment to our Certificate of Incorporation as approved by the Consenting Stockholder
to effect this change.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement is being delivered to multiple security holders sharing an address unless the Company has received contrary
instructions from one or more of its security holders. The Company undertakes to deliver promptly upon written or oral request a separate
copy of the Information Statement to a security holder at a shared address to which a single copy of the documents was delivered and
provide instructions as to how a security holder can notify the Company that the security holder wishes to receive a separate copy of
the Information Statement.
Security
holders sharing an address and receiving a single copy may request to receive a separate Information Statement at Shorepower Technologies,
Inc., 5289 NE Elam Young Pkwy., Suite 180, Hillsboro, OR 97124. Security holders sharing an address can request delivery of a single
copy of the Information Statement if they are receiving multiple copies may also request to receive a separate Information Statement
at Shorepower Technologies, Inc, 5289 NE Elam Young Pkwy., Suite 180, Hillsboro, OR 97124, telephone: (509) 892-7345.
COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires that our directors and executive officers, and persons who own more
than ten percent (10%) of our outstanding Common Stock, file with the Securities and Exchange Commission (the “SEC”) initial
reports of ownership and reports of changes in ownership of Common Stock. Such persons are required by the SEC to furnish us with copies
of all such reports they file. Specific due dates for such reports have been established by the SEC and we are required to disclose any
failure to file reports by such dates. We believe that during the fiscal year ended December 31, 2024, all reports required to be filed
pursuant to Section 16(a) were filed on a timely basis.
WHERE
YOU CAN OBTAIN ADDITIONAL INFORMATION
We
are required to file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read
and copy any document we file at the SEC’s public reference rooms at 100 F Street, N.E, Washington, D.C. 20549. You may
also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference
rooms. Copies of our SEC filings are also available to the public from the SEC’s web site at www.sec.gov.
We
will provide, upon request and without charge, to each shareholder receiving this Information Statement a copy of our filings with the
SEC and other publicly available information. A copy of any public filing is also available, at no charge, by contacting Shorepower Technologies,
Inc., 5289 NE Elam Young Pkwy., Suite 180, Hillsboro, OR 97124, telephone: (509) 892-7345.
| Date:
February 24, 2026 |
Shorepower
Technologies, Inc. |
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By Order of the Board of Directors |
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By: |
/s/
Jeff Kim |
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Jeff
Kim |
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|
President
and CEO |
Exhibit
A
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT TO
THE
CERTIFICATE OF INCORPORATION
OF
SHOREPOWER
TECHNOLOGIES, INC.
Shorepower
Technologies, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that the following amendment
to the Corporation’s Certificate of Incorporation to change Paragraph First to change the name of the Corporation and Paragraph
Fourth to increase the number of authorized shares of common stock has been duly adopted in accordance with the provisions of Sections
228 and 242 of the Delaware General Corporation Law, as follows:
FIRST:
The name of the corporation is:
Aeternum
Health, Inc.
FOURTH:
The aggregate number of shares which the Corporation shall have authority to issue is 250,000,000 shares of common stock, $.01 par value
per share (“Common Stock”), and 10,000,000 shares of blank check preferred stock, par value $.01 per share. The Board of
Directors is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one or more series of preferred
stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series,
the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special
rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series. The powers, preferences and
relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.
The
effective date of this amendment shall be immediately upon the later of (i) the announcement of the name and symbol change of the Company
in the Daily List by the Financial Industry Regulatory Authority (FINRA) of such corporate action or (ii) the first mailing of the Company’s
Definitive Schedule 14C Information Statement to the Company’s shareholders of record.
IN
WITNESS WHEREOF, the Corporation has made the foregoing Amendment to the Certificate of Incorporation, and the President has hereunto
set his hand as of the 25th day of February, 2026.
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SHOREPOWER
TECHNOLOGIES, INC. |
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By:
|
/s/
Jeff Kim |
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Jeff
Kim, President |
