UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
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TRAFALGAR
INTERNATIONAL, INC.
(Name
of Registrant as Specified in Its Charter)
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TRAFALGAR
INTERNATIONAL, INC.
200
South Biscayne Blvd Fl 20
Miami, FL 33131
DEFINITIVE INFORMATION STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY,
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
INTRODUCTION
This
Information Statement is furnished to holders of the voting securities of Trafalgar International, Inc., a Florida corporation (the “Company”),
in connection with the approval by the Board of Directors and by written consent of the requisite shareholders of the Company’s
Amended and Restated Articles of Incorporation (the “Restated Articles”), substantially in the form attached as Appendix
A. The Restated Articles integrate and replace the Company’s previously effective charter provisions and preferred-stock designations.
No shareholder meeting will be held, and no proxies are being solicited.
On
October 12, 2026, the Board approved the Restated Articles and directed that they be submitted for shareholder approval. The Company
has obtained written consents from Trafalgar Asset Management, LLC, the record holder of all outstanding Series A and Series B Preferred
Stock, in each separate voting group and in the combined voting group to the extent applicable. The Company will not implement the Restated
Articles until all requisite approvals and applicable federal notice and waiting requirements have been satisfied.
The
principal changes effected by the Restated Articles are: (1) authorization of 2,000,000,000 shares of common stock, $0.001 par value
(“Common Stock”), and 20,000,000 shares of preferred stock, $0.001 par value (“Preferred Stock”); (2) continuation
of the designation of 10,000,000 shares of Series A Preferred Stock and 1,000 shares of Series B Preferred Stock; (3) permanent elimination
of all Series A and Series B conversion rights and related antidilution and adjustment provisions; (4) elimination of the Series A general
voting rights and revision of its dividend, liquidation and redemption terms; (5) continuation and restructuring of Series B as a nonconvertible
voting-control series with not less than 51% of total voting power calculated on the fully diluted basis specified in the Restated Articles;
and (6) consolidation of other corporate-governance provisions into a single charter.
RECORD
DATE, VOTE REQUIRED AND RELATED INFORMATION
The
record date used for the written consents and for determining shareholders entitled to notice is October 12, 2026 (the “Record
Date”), in the Company’s stock ledger and consent records. As of the Record Date, the Company reports the following issued
and outstanding shares:
| (i) | 199,153
shares of Common Stock; |
| (ii) | 7,628,665
shares of Series A Preferred Stock; and |
| (iii) | 1,000
shares of Series B Preferred Stock; |
The
transfer agent for the Company’s Common Stock is ClearTrust, LLC, 16540 Pointe Village Drive, Suite 210, Lutz, Florida 33558.
NO
MEETING OF STOCKHOLDERS REQUIRED
We
are not soliciting any votes in connection with the Restated Articles. The persons that have consented to the Restated Articles hold
a majority of the voting power of the Company’s outstanding voting securities and, accordingly, such persons have sufficient voting
rights to approve the Restated Articles. Accordingly, no meeting of stockholders will be held and no proxies are being solicited.
PURPOSE
OF THE RESTATED ARTICLES
The
Board believes that a comprehensive restatement will simplify the Company’s charter, remove historical preferred-stock conversion
mechanisms and establish a defined long-term voting-control structure. The Company also seeks to reduce potential issuances of Common
Stock under the historical Series A and Series B conversion provisions, a consideration relevant to its public-market capitalization
and OTCQB objectives. The Board believes the Restated Articles will provide greater certainty regarding the rights of outstanding shares
and the Company’s authorized capital structure. Pursuant to the Restated Articles the Series B provisions preserve concentrated
voting control and may reduce the influence of holders of Common Stock and future equity securities. The removal of conversion rights
also materially changes the economic attributes of both outstanding preferred series. Shareholders should review Appendix A in its entirety.
DESCRIPTION
OF THE RESTATED ARTICLES
Authorized
Capital. The Restated Articles authorize 2,000,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock, each with
a par value of $0.001 per share. Of the Preferred Stock, 10,000,000 shares are designated Series A and 1,000 shares are designated Series
B; the balance remains undesignated and may be issued in additional series pursuant to applicable law and the protective provisions of
the Restated Articles.
Series
A Preferred Stock. The 7,628,665 outstanding Series A shares will remain outstanding but will no longer be convertible into Common
Stock or any other security. The existing 50-for-1 common-stock conversion mechanism and associated adjustment and issuance rights will
be extinguished. Series A will cease to have general voting rights, including the existing 1.76-vote-per-share provision, except for
voting rights required by law. The Restated Articles also remove any preferential right to liquidation proceeds and provide no accrued
dividend entitlement. Dividends, if any, are discretionary as provided in Appendix A. These changes substantially reduce the rights formerly
attached to Series A.
Series
B Preferred Stock. The 1,000 outstanding Series B shares will remain outstanding but will cease to be convertible into Common Stock
or other securities. The existing 100,000-for-1 common-stock conversion mechanism and related rights will be extinguished. In place of
the existing Series B voting terms, all outstanding Series B shares collectively will be entitled to at least 51% of the Company’s
aggregate voting power on matters on which Series B may vote, calculated on the fully diluted basis prescribed in Appendix A. That calculation
includes Common Stock and other voting securities as well as the potential votes attributable to outstanding or future convertible debt,
options, warrants, equity awards and other rights to acquire voting securities, subject to the detailed terms of the Restated Articles.
The voting power allocated to Series B will adjust automatically as the fully diluted voting base changes. The Restated Articles also
provide separate Series B approval rights for specified actions that would impair or alter its control rights. The Series B voting provisions
are intended to continue regardless of the identity of the holder, in contrast to certain transfer-related limitations in the existing
designation. Series B retains a $1.00-per-share liquidation preference and has no mandatory dividend or redemption right, subject to
the precise provisions of Appendix A.
Common
Stock and Other Governance Provisions. Each outstanding share of Common Stock will continue to carry one vote. The number of issued
and outstanding Common Stock shares will not change solely by reason of this restatement. The charter also restates provisions concerning
the Board of Directors, bylaws, director liability, shareholder meetings and amendments. The Board may establish additional preferred
series from the undesignated shares, subject to law and Series B protections.
EFFECT
ON SHAREHOLDERS; DILUTION AND CONTROL
Under
the historical conversion terms, the 7,628,665 Series A shares could represent 381,433,250 shares of Common Stock at 50 shares per Series
A share, and the 1,000 Series B shares could represent 100,000,000 shares of Common Stock at 100,000 shares per Series B share, or 481,433,250
potential Common Stock shares in total, before considering adjustments, limitations, timing and any other contractual restrictions. Elimination
of those conversion rights removes that specific source of potential common-share issuance; it does not eliminate dilution from other
securities or from future authorized issuances.
The
new Series B voting formula is not equivalent to 51% of the outstanding Common Stock and does not entitle Series B holders to receive
additional Common Stock. Rather, it allocates voting power sufficient to preserve at least a 51% voting majority on the specified fully
diluted basis. As a result, holders of Common Stock and other voting securities will not, acting without Series B support, ordinarily
be able to control matters decided by a simple majority of the aggregate vote, although mandatory separate voting-group rights and other
legal requirements remain applicable. This concentration of voting power may discourage a change of control or other transaction opposed
by the Series B holder, even if other shareholders support it.
The
increase in authorized Preferred Stock may permit future issuances having preferences, economic rights or other terms that could adversely
affect existing holders, subject to applicable law and charter protections. There is no assurance that the restatement will result in
improved liquidity, increased market price or any other particular market outcome.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially
own 5% or more of the outstanding shares of our common stock, and our executive officers and directors as a group, as of October 12,
2026. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect
to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment
power and has the same address as us. Our address is 200 South Biscayne Blvd Fl 20, Miami, FL 33131. As of October 12, 2026, we had 199,153
shares of common stock issued and outstanding, 7,628,665 shares of Series A Preferred Stock issued and outstanding, and 1,000 shares
of Series B Preferred Stock issued and outstanding. While each of our shares of common stock holds one vote, and each share of our Series
A Preferred Stock holds 1.76 votes per share, our Series B Preferred Stock collectively is entitled to 51% of all votes on a fully diluted
basis. The following table describes the ownership of our voting securities (i) by each of our officers and directors, (ii) all of our
officers and directors as a group, and (iii) each person known to us to own beneficially more than 5% of our common stock or any shares
of our preferred stock.
Name | |
Shares of Common Stock Beneficially Owned | |
Percent of Class | |
Shares of Series A Preferred Stock Beneficially Owned | |
Percent of
Class | |
Shares of Series B Preferred Stock Beneficially Owned | |
Percent of
Class | |
Percentage of Aggregate Voting Power (fully-diluted) |
| Porfirio Sanchez Talavera(1) | |
| - | |
| * | | |
| 7,628,665 | | |
| 100 | % | |
| 1,000 | | |
| 100 | % | |
| 99.28 | % |
| Carlos Septién Michel(2) | |
| - | |
| * | | |
| - | | |
| * | | |
| - | | |
| * | | |
| * | |
| Michelle Cervantes Vivanco(3) | |
| - | |
| * | | |
| - | | |
| * | | |
| - | | |
| * | | |
| * | |
| Ernesto Gómez Berjón(4) | |
| - | |
| * | | |
| - | | |
| * | | |
| - | | |
| * | | |
| * | |
| Trafalgar Asset Management, LLC(5) | |
| - | |
| * | | |
| 7,628,665 | | |
| 100 | % | |
| 1,000 | | |
| 100 | % | |
| 99.28 | % |
| All directors and executive officers as a group (4 persons) | |
| - | |
| * | | |
| 7,628,665 | | |
| 100 | % | |
| 1,000 | | |
| 100 | % | |
| 99.28 | % |
(1)
Chairman of the Board of Directors. Includes 7,628,665 shares of Series A Preferred Stock, and 1,000 shares of Series B Preferred Stock
held by Trafalgar Asset Management, LLC, a limited liability company owned and controlled by Mr. Sanchez-Talavera.
(2) Chief Executive
Officer and member of the Board of Directors.
(3) Chief Financial
Officer and member of the Board of Directors.
(4) Chief Growth
Officer and member of the Board of Directors.
(5) Trafalgar Asset Management, LLC is controlled by Porfirio Sanchez Talavera, who serves
as Chairman of the Board of Directors of the Company. Mr. Sanchez Talavera may be deemed to beneficially own such securities by virtue
of his control of Trafalgar Asset Management, LLC. Through its ownership of all outstanding shares of the Company’s Series A Preferred
Stock and Series B Preferred Stock, Trafalgar Asset Management, LLC possesses approximately 99.28% of the aggregate voting power of the
Company’s outstanding voting securities as of October 12, 2026, based upon 199,153 shares of Common Stock outstanding, each share
of Series A Preferred Stock being entitled to 1.76 votes per share, and the outstanding shares of Series B Preferred Stock collectively
possessing 51% of the total voting power of the Company’s outstanding voting securities.
INTERESTS
OF CERTAIN PERSONS
Trafalgar
Asset Management, LLC, which holds all outstanding Series A and Series B shares, has a direct and material interest in the restatement.
The Series A amendments eliminate conversion, voting and other rights of the shares it holds, while the Series B amendments eliminate
conversion rights but establish ongoing majority voting control and protective rights. Porfirio Sanchez Talavera, as a person reported
to control Trafalgar Asset Management, LLC and a director of the Company, may have an indirect interest in these matters that differs
from the interests of unaffiliated holders of Common Stock. The Company is not aware of any other material interest of directors or executive
officers in the action, except as otherwise disclosed herein.
NO
DISSENTER’S RIGHTS
Under
Section 607.1302 of the Florida Business Corporation Act, shareholders are entitled to dissenters’ or appraisal rights only in
connection with certain specified corporate actions. The approval and adoption of the Amended and Restated Articles of Incorporation
described in this Information Statement do not constitute a merger, share exchange, disposition of substantially all assets, or other
transaction that independently gives rise to appraisal rights under applicable Florida law. Accordingly, holders of the Company’s
Common Stock will not be entitled to dissenters’ or appraisal rights in connection with the adoption of the Restated Articles.
NO
MEETING; NOTICE; EFFECTIVE DATE
The
action is being taken by written consent in lieu of a shareholder meeting under Section 607.0704 of the Florida Business Corporation
Act. Shareholders are not being asked to vote or submit a proxy. The Company will provide any notice required by Florida law to nonconsenting
shareholders and will comply with the applicable requirements of Section 14(c) of the Securities Exchange Act of 1934 and Regulation
14C, to the extent applicable to the Company’s registered securities. The Restated Articles will not be filed or become effective
until at least 20 calendar days after the definitive Information Statement is sent or given to shareholders, as required by Rule 14c-2,
and after satisfaction of any other applicable legal requirements. Filing the preliminary Information Statement does not itself commence
that 20-day period. The Company anticipates filing the Restated Articles with the Florida Department of State after completion of the
required process. The effective date will be the date of lawful effectiveness of the Florida filing or a later date specified therein.
ADDITIONAL
INFORMATION
The
Company files periodic and other reports with the U.S. Securities and Exchange Commission. Reports and other filed information may be
obtained through the SEC’s website at www.sec.gov. The Restated Articles are attached as Appendix A and should be read in full.
This Information Statement is qualified in its entirety by the actual provisions of Appendix A.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement is being delivered to multiple security holders sharing an address unless we received contrary instructions
from one or more of the security holders. We shall 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 document was delivered. A security holder can notify
us that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to us at 200
South Biscayne Blvd Fl 20, Miami, FL 33131, or by calling us at +52 1 55 6449 4966. A security holder may utilize the same address and
telephone number to request either separate copies or a single copy for a single address for all future information statements and proxy
statements, if any, and annual reports of the Company.
| |
BY
ORDER OF THE BOARD OF DIRECTORS |
| |
|
| |
/s/
Carlos Septién Michel |
| |
Carlos
Septién Michel |
| |
Chief
Executive Officer |
| |
November
5, 2026 |
APPENDIX
A
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
TRAFALGAR INTERNATIONAL, INC.
Trafalgar
International, Inc. (the “Corporation”), a Florida corporation originally incorporated on January 13, 2017 under the name
The Greater Cannabis Company, Inc., adopts these Amended and Restated Articles of Incorporation pursuant to Sections 607.1003 and 607.1007
of the Florida Business Corporation Act. These Articles integrate, restate and further amend the Corporation’s Articles of Incorporation,
as previously amended, and supersede all prior provisions and designations upon their effectiveness.
These
Amended and Restated Articles of Incorporation were duly adopted by the Board of Directors and approved by the shareholders entitled
to vote thereon, in accordance with the Florida Business Corporation Act and the Corporation’s Articles of Incorporation as then
in effect. The Corporation shall retain the supporting resolutions and written consents in its corporate records. These Articles become
effective upon filing with the Florida Department of State, unless a later effective time is specified in the filing.
ARTICLE
I. NAME
The
name of the Corporation is TRAFALGAR INTERNATIONAL, INC.
ARTICLE
II. REGISTERED OFFICE AND AGENT
The
street address of the Corporation’s registered office in Florida is 200 South Biscayne Boulevard, 20th Floor, Miami, Florida 33131.
The name of the Corporation’s registered agent at that office is Porfirio Sanchez Talavera. The Corporation’s principal executive
office is 200 South Biscayne Boulevard, 20th Floor, Miami, Florida 33131. The registered agent and registered office information shall
be completed from the Corporation’s effective Florida records before execution and filing.
ARTICLE
III. PURPOSE AND DURATION
The
Corporation may engage in any lawful business for which a corporation may be organized under the laws of Florida. Its duration shall
be perpetual.
ARTICLE
IV. CAPITAL STOCK
Section
4.1. Authorized Shares. The aggregate authorized capital consists of 2,000,000,000 shares of Common Stock, par value $0.001 per share,
and 20,000,000 shares of Preferred Stock, par value $0.001 per share. Of the Preferred Stock, 10,000,000 shares are designated Series
A Preferred Stock and 1,000 shares are designated Series B Preferred Stock. The balance is undesignated Preferred Stock. The number of
shares outstanding in any class or series is determined by the Corporation’s stock ledger and is not altered merely by this restatement.
Section
4.2. Common Stock. Each outstanding share of Common Stock carries one vote on each matter submitted to shareholders, subject to law and
the voting rights of the Series B Preferred Stock. Common Stock is entitled to dividends when declared and to residual distributions
upon liquidation after satisfaction of liabilities and applicable preferences.
Section
4.3. Undesignated Preferred Stock. Subject to the express protections of Series B and applicable law, the Board may establish additional
series of undesignated Preferred Stock by duly adopted and filed articles of amendment specifying the rights, preferences, limitations
and number of shares of the series. No designation may impair the Series B voting-control rights without the separate approval required
by Section 4.5.
Section
4.4. Series A Preferred Stock.
(a)
Designation. The Series A Preferred Stock consists of 10,000,000 designated shares, par value $0.001 per share.
(b)
Voting. Except for voting rights expressly required by the Florida Business Corporation Act, Series A Preferred Stock shall have no voting
rights and shall not vote together with Common Stock. Any previously applicable per-share voting multiplier or special voting formula
is eliminated.
(c)
Conversion. Series A Preferred Stock is not convertible into Common Stock or any other security under any circumstances. All prior conversion
ratios, adjustments, anti-dilution provisions, notices, conversion procedures, and common-share reservation obligations applicable to
Series A are eliminated, without any surviving right to shares or consideration based upon such prior conversion terms.
(d)
Dividends. Series A holders have no entitlement to dividends, whether cumulative or otherwise, except as may be declared by the Board
in its discretion subject to applicable law; no undeclared dividends accrue.
(e)
Liquidation. Series A shall have no preferential right to liquidation proceeds and shall not participate in residual distributions, except
as otherwise required by law.
(f)
Redemption. Series A is not subject to mandatory redemption. The Corporation may redeem or repurchase Series A shares only on terms agreed
with the affected holder and permitted by law.
Section
4.5. Series B Preferred Stock.
(a)
Designation. The Series B Preferred Stock consists of 1,000 designated shares, par value $0.001 per share. All outstanding Series B shares
vote together as a single series. The rights in this Section are personal to the series and are not contingent on the identity of any
holder.
(b)
Permanent Aggregate Voting Control. On every matter submitted to a vote of shareholders on which Series B is entitled to vote, all outstanding
Series B shares collectively shall possess at least fifty-one percent (51%) of the aggregate voting power of the Corporation, measured
after giving effect to the Series B votes themselves and calculated on the Fully Diluted Voting Basis defined below. The Series B votes
shall be allocated equally per outstanding Series B share, with fractional vote entitlements permitted to the extent legally recognized;
any required rounding shall be upward to preserve the minimum percentage.
(c)
Fully Diluted Voting Basis. For purposes of Section 4.5(b), “Other Fully Diluted Votes” means the maximum number of votes
attributable to all securities other than Series B on an as-issued, as-exercised, as-converted and as-settled basis, including issued
Common Stock, other voting Preferred Stock, options, warrants, convertible or exchangeable notes and debt, convertible securities, restricted
stock units, equity compensation awards, subscription and purchase rights, commitments and other instruments or agreements that may result
in voting equity. These rights are included whether vested, unvested, presently exercisable, contingently exercisable, in or out of the
money, or subject to time or performance conditions. To prevent double counting, votes associated with the underlying securities are
counted once rather than also counting the derivative instrument. Instruments with variable conversion or exercise terms shall be counted
at the maximum number of voting shares contractually issuable; where no finite maximum exists, the Corporation shall calculate the greatest
voting power permitted by the instrument at the measurement time and shall not issue an instrument incapable of a determinable maximum
without prior Series B approval.
(d)
Voting Formula. Let O equal Other Fully Diluted Votes and B equal the aggregate votes assigned to outstanding Series B shares. B shall
at all times be no less than (51/49) multiplied by O, rounded upward as necessary to maintain B/(B+O) at or above 51%. The Corporation
shall recompute B immediately upon any issuance, grant, amendment, conversion, exercise, redemption, repurchase, cancellation, split,
reverse split, recapitalization or other event affecting O, and at each record date and voting determination date. This adjustment changes
votes only and does not cause any issuance or conversion of Series B or other stock.
(e)
Voting Mechanics. Series B shall vote with Common Stock and all other shares entitled to vote generally as a single voting group, except
where separate voting is required by law or these Articles. For actions requiring a separate statutory voting group, the applicable voting-group
requirements shall remain operative. The Board and corporate secretary shall maintain records of the fully diluted voting calculation
and provide the calculation to the Series B holder on request.
(f)
Nonconversion. No Series B share is convertible or exchangeable into Common Stock or any other class of security. All former conversion
ratios, conversion-price adjustments, antidilution and share-reservation provisions and conversion mechanics are eliminated. The voting
adjustment in this Section does not create a right to receive Common Stock.
(g)
Dividends and Liquidation. Series B is nonparticipating and noncumulative as to dividends and has no right to dividends unless declared
by the Board. On liquidation, after satisfaction of creditors and any senior preferences validly established with Series B approval,
each outstanding Series B share is entitled to a preference of $1.00 before any distribution to Common Stock; Series B shall not otherwise
participate in remaining assets.
(h)
Redemption. Series B shall not be redeemable or repurchasable by the Corporation without the written consent of the holder of the affected
shares. No redemption shall be compulsory.
(i)
Protective Consent. So long as any Series B share remains outstanding, the Corporation shall not, without the affirmative written consent
or separate class approval of holders of a majority of outstanding Series B shares: (1) amend or repeal this Section or otherwise diminish
Series B voting power; (2) create or issue a security having voting rights that purport to override, supersede or impair the 51% Series
B entitlement; (3) alter the authorized or outstanding Series B share count, reclassify, subdivide or combine Series B shares, or effect
a compulsory redemption; (4) enter a merger, conversion, share exchange, reorganization or similar transaction that would eliminate or
impair the Series B voting entitlement; or (5) take any action designed to circumvent these protections, including by amending bylaws,
other designations, voting agreements or governing instruments. No approval under this subsection substitutes for another vote or approval
required by law.
(j)
No Outstanding Shares. If no Series B shares remain outstanding, the automatic voting formula shall not apply; no rights shall be attributed
to unissued Series B shares. Any subsequent issuance remains subject to law and the effective charter.
ARTICLE
V. BOARD OF DIRECTORS
The
number of directors shall be fixed in accordance with the Bylaws. Vacancies may be filled as permitted by the Florida Business Corporation
Act and the Bylaws. Directors need not be elected by written ballot unless required by law or the Bylaws.
ARTICLE
VI. BYLAWS
The
Board may adopt, amend or repeal the Bylaws to the extent permitted by law and subject to the Series B protections in Article IV and
any shareholder powers reserved by statute.
ARTICLE
VII. DIRECTOR LIABILITY
No
director shall be personally liable to the Corporation or its shareholders for monetary damages to the fullest extent permitted by Florida
law. No repeal or amendment of this Article shall retroactively diminish any protection for conduct occurring before the amendment.
ARTICLE
VIII. SHAREHOLDER MEETINGS AND RECORDS
Meetings
of shareholders may be held within or outside Florida as provided in the Bylaws and applicable law. Corporate records may be maintained
at locations permitted by law.
ARTICLE
IX. AMENDMENT
The
Corporation reserves the right to amend these Articles as permitted by the Florida Business Corporation Act; provided, however, that
no amendment or other corporate action may impair the rights of Series B without the separate approval required by Section 4.5(i), in
addition to any other vote required by law.
EXECUTION
IN
WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be executed by its duly authorized
officer as of the date indicated below.
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TRAFALGAR INTERNATIONAL, INC. |
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|
|
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By:
|
/s/
Carlos Septién Michel |
| |
Name:
|
Carlos
Septién Michel, Chief Executive Officer |
