---
schema_version: "secwatch.filing_event.v1"
accession: "0001607062-23-000065"
form_type: "8-K"
ticker: "AVNI"
cik: "0001113313"
company_name: "ARVANA INC"
filed_at: "2023-02-03T23:59:59+00:00"
generated_at: "2026-06-20T00:50:25.337281+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Arvana completes acquisition of Down2Fish Charters for $50k cash and $700k note, ceases to be shell company

## Summary
- Acquired Down2Fish for $50,000 cash and $700,000 promissory note at 7.25% interest, payable in 24 months.
- Down2Fish operates fishing charters from Palmetto, Florida; net loss $66,726 for nine months ended Sep 30, 2022.
- Arvana is no longer a shell company following the acquisition.
- Down2Fish has limited revenue and operating deficits, raising substantial doubt about its ability to continue as a going concern.

## SEC filing metadata
- accession: 0001607062-23-000065
- form_type: 8-K
- ticker: AVNI
- cik: 0001113313
- company_name: ARVANA INC
- filed_at: 2023-02-03T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.01, 5.06, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1113313/000160706223000065/0001607062-23-000065-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1113313/000160706223000065/avni020323form8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001607062-23-000065
- JSON: https://secwatch.observer/filing/0001607062-23-000065.json
- Plain text: https://secwatch.observer/filing/0001607062-23-000065.txt

## Key facts
- M&A Transactions
  ARVANA INC completed an acquisition involving LCF Salons, LLC for $50,000 in cash and a promissory note of $700,000 (closed 2023-02-03).
  - Action: acquisition
  - Counterparty: LCF Salons, LLC
  - Consideration: $50,000 in cash and a promissory note of $700,000
  - Closing: 2023-02-03
  source text: approval of the Board, consummated the Agreement whereby Down2Fish became a wholly owned subsidiary of Arvana. We acquired Down2Fish in exchange for fifty thousand dollars ($50,000) on closing, and a promissory note in the amount of seven hundred thousand dollars ($700,000) payable twenty-four (24) months after the closing date that bears interest of seven
  evidence_url: https://www.sec.gov/Archives/edgar/data/1113313/000160706223000065/0001607062-23-000065-index.htm
- Material Agreements
  ARVANA INC entered into Business Purchase Agreement with LCF Salons, LLC valued at Not disclosed (effective 2022-11-16).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: LCF Salons, LLC
  - Value: Not disclosed
  - Effective: 2022-11-16
  source text: On November 16, 2022, the Company’s board of directors (“Board”) unanimously approved the terms and conditions of a Business Purchase Agreement (“Agreement”) with LCF Salons, LLC to acquire the sole outstanding membership interest in Down2Fish.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1113313/000160706223000065/0001607062-23-000065-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.