8-K 1 gplholdings_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~October~~August 2414, ~~2022~~2023

GPL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-56350

00-0000000

(State or other jurisdiction of incorporation

or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

433 Estudillo Avenue, Suite 206

San Leandro, CA 94577

(Address of Principal Executive Offices)

Issuer's telephone number: (925)-876-8832

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~None~~Common ~~None~~GPLL ~~None~~OTC Pink Market Tier

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providing pursuant to Section 13(a) of the Exchange Act. ☐

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FORWARD LOOKING STATEMENTS

References to “We,” “Our,” and “the Company,” refer to GPL Holdings, Inc., a Nevada Corporation.

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registrant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~On May~~Merger ~~23,~~Agreement ~~2022, the Company, a business combination related shell company pursuant to Rule 405 of Regulation C and Exchange~~ ~~Act Rule 12b-2 completed a holding company reorganization (“Reorganization”) with Benchmark Energy Corporation (a~~ ~~Nevada Corporation).~~

~~FINRA~~ On August 7, 2023, GPL Holdings, Inc., a ~~recently~~Nevada ~~completed~~corporation ~~its~~(“GPLL”) ~~review~~entered ofinto ~~our~~an ~~corporate~~Agreement ~~action~~and ~~pursuant~~Plan toof Merger (the ~~Reorganization.~~“Merger OnAgreement”) ~~May~~with 26Global Pharma Labs, ~~2022~~Inc., a Delaware corporation (“Labs”), and GPL ~~Holdings~~Merger Sub, Inc., ~~was issued~~(“Merger Sub”) a ~~CUSIP~~Delaware ~~number~~corporation and bya ~~CUSIP~~wholly ~~Global~~owned ~~Services~~subsidiary of ~~3621MX103~~GPLL. ~~The~~Upon ~~announcement~~the ofterms ~~our~~and ~~corporate~~subject ~~action~~to ~~and~~the ~~release~~satisfaction of ~~our~~the ~~ticker~~conditions ~~symbol~~described ~~“GPLL”~~in the Merger, Merger Sub was ~~posted~~merged onwith and into Labs, with Labs surviving the ~~FINRA~~merger ~~Daily~~as ~~List~~a onwholly ~~October~~owned ~~21,~~subsidiary ~~2022~~of GPLL. The ~~Market~~merger ~~Effective~~is ~~date~~intended ~~was~~to ~~October~~qualify ~~24,~~as ~~2022~~a tax-free reorganization for U.S. federal income tax purposes.

As aThe ~~result~~effective time of the ~~Reorganization~~Merger ~~and~~was ~~FINRA’S~~August ~~subsequent~~14, ~~completion~~2023, (“Effective Time”). The Merger Agreement was effected pursuant to Section 253 of ~~their~~the ~~review,~~DGCL ~~GPL~~when ~~Holdings,~~Merger ~~Inc.~~Sub ~~began~~filed a ~~quoted~~Certificate ~~market~~of inMerger with the Secretary of State of the State of Delaware. ~~its~~Prior ~~common~~to ~~stock~~the onEffective ~~October~~Time 24and pursuant to Section 228 of the DGCL, ~~2022~~and ~~under~~the bylaws of the ~~ticker~~Company, ~~symbol~~the ~~“GPLL”~~Company asreceived written ~~listed~~consent onby stockholders of the ~~OTC~~Company ~~Markets~~holding ~~Group~~sufficient ~~Inc.’s Expert~~Company ~~Market~~common stock to constitute the requisite stockholder approval.

~~The~~ As ~~Company~~a ~~intends~~result toof ~~serve~~the asMerger, aeach ~~vehicle~~share of Labs capital stock outstanding immediately prior to ~~affect~~the aneffective ~~asset~~time ~~acquisition,~~of the merger, ~~exchange~~was automatically converted into the right to receive an equivalent amount of ~~capital~~common stock of GPLL upon surrender of the certificate or uncertificated ~~other~~Shares ~~business~~to ~~combination~~Mountain Share Transfer, LLC, the Company’s transfer agent. The executed Merger Agreement is on file ~~with~~at a433 ~~domestic~~Estudillo orAvenue, ~~foreign~~Suite ~~business~~206, San Leandro, CA 94577. AsA copy of the ~~date~~Merger ofAgreement ~~this~~will ~~report~~be furnished by GPLL on request, without cost to any stockholder of the ~~Company~~constituent ~~had~~corporations. ~~not~~Notice ~~yet~~of ~~commenced~~Merger ~~any~~and ~~such~~appraisal ~~operations~~rights including shareholder consent agreement and Merger Agreement. were mailed to stockholders of Labs on August 15, 2023.

~~Pursuant~~GPL ~~to the requirements of the Securities Exchange Act of 1934~~Holdings, ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~Inc.

~~GPL~~Dated: August ~~Holdings~~18, ~~Inc.~~2023

~~Dated~~By: ~~October~~ ~~25,~~/s/ ~~2022~~Sylvester L. Crawford

~~By: /s/~~ Sylvester L. Crawford

~~Sylvester~~President L.and ~~Crawford~~Director

~~President and Director~~-2-

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