Arvana : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

On May 9, 2024, Arvana Inc. ("Arvana") signed a Consulting Services Agreement ("Agreement") with Bondock, LLC ("Bondock"), a related entity, dated effective on the approval of the Board of Directors as May 10, 2024. Under this Agreement, Bondock will provide consultancy services to aid in the development of an innovative real estate model that will focus on converting vacant malls, outlet locations, and other viable commercial spaces into distinctive entertainment venues tailored for specialty entertainment providers and related retailers. The scope of Bondock's consultancy includes operational expertise, managing the business model, identifying, and acquiring target properties, negotiating acquisition terms, attracting tenants, and delivering sales support.

As remuneration for its services during the five-year term of the Agreement, Bondock has received 12,500,000 restricted shares of Arvana's common stock. According to the Agreement, these shares will become eligible for the removal of the restrictive legend in equal increments on each anniversary of the Agreement, contingent upon compliance with the rules and regulations of the Securities and Exchange Commission ("SEC").

Arvana has relied on the exemptions from registration provided by §4(a)(2) and Regulation D of the Securities Act of 1933, as amended. The issuance was made to Bondock, a sophisticated party with a pre-existing, substantial relationship with Arvana, acting as a controlling shareholder. This direct negotiation and comprehensive nature of the information that Bondock can access underscores its relationship with Arvana. Bondock has committed to holding the shares as an investment until they can be registered with the SEC or qualify for an exemption from registration under the terms of the Agreement.