C04367-2023

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Jun 1, 2023
2. SEC Identification Number
CS201503014
3. BIR Tax Identification No.
008-961-476-000
4. Exact name of issuer as specified in its charter
FRUITAS HOLDINGS INC
5. Province, country or other jurisdiction of incorporation
QUEZON CITY, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
60 CORDILLERA ST. COR. E. RODRIGUEZ SR. AVE. QUEZON CITY Postal Code 1113
8. Issuer's telephone number, including area code
(02)884209447
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
FRUIT 2,133,680,000
11. Indicate the item numbers reported herein
ITEM NO. 2 AND ITEM NO. 9- OTHER EVENTS

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Fruitas Holdings, Inc.FRUIT

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Fruitas accelerates growth of cloud kitchen business;
Acquires 100% Equity of Fly Kitchen Inc.
Background/Description of the Disclosure

On June 1, 2023, the Board of Directors of FRUIT ("the Company") approved the agreement to acquire 100% Equity of Fly Kitchen Inc. to accelerate the growth of its cloud kitchen business.

Fly Kitchen Inc. was founded in 2020 at the height of the COVID-19 pandemic. The business was able to expand into four strategic kitchen locations in Metro Manila, specifically in Makati City, Pasig City, Mandaluyong City, and Quezon City with a combined cooking area of about 200 square meters and cater to over 10 brands, including Hatid Pinoy, Jade Express, Kanin at Sabaw, and more. The business has also developed strong relationships with third-party food aggregators like Foodpanda and Grabfood.

The Company had previously announced the launch of its own cloud kitchen, Nube Kuxina, in the third quarter of 2022. By maximizing synergies and integrating its own brands into the present Fly Kitchen ecosystem, the acquisition will enable FRUIT to significantly expand its cloud kitchen business and efficiently serve its customers.

Under the agreement, FRUIT will purchase all of the outstanding shares of Fly Kitchen Inc. Under the agreement, FRUIT will purchase all of the outstanding shares of Fly Kitchen Inc. Among Fly Kitchen’s key assets are the leasehold interests in its four kitchens, all of its inventory and equipment, recipes, and other technical know-how.

The acquisition is payable in cash and Fly Kitchen will become a new subsidiary of the Company.
Date of Approval by
Board of Directors		 Jun 1, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The Company had previously announced the launch of its own cloud kitchen, Nube Kuxina, in the third quarter of 2022. By maximizing synergies and integrating its own brands into the present Fly Kitchen ecosystem, the acquisition will enable FRUIT to significantly expand its cloud kitchen business and efficiently serve its customers.
Details of the acquisition or disposition
Date Jun 1, 2023
Manner

Share Acqusition
Description of the company to be acquired or sold

Fly Kitchen Inc. was founded in 2020 at the height of the COVID-19 pandemic. The business was able to expand into four strategic kitchen locations in Metro Manila, specifically in Makati City, Pasig City, Mandaluyong City, and Quezon City with a combined cooking area of about 200 square meters and cater to over 10 brands, including Hatid Pinoy, Jade Express, Kanin at Sabaw, and more. The business has also developed strong relationships with third-party food aggregators like Foodpanda and Grabfood.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 2,000
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share -
Nature and amount of consideration given or received

Cash Payment and is below 10% of the total assets and book value of FRUIT as of March 31, 2023.
Principle followed in determining the amount of consideration

Agreed amount by contracting parties
Terms of payment

Full payment on signing of Deed of Sale
Conditions precedent to closing of the transaction, if any

N/A
Any other salient terms

N/A
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
FLY KITCHEN INC. Shareholders N/A
Effect(s) on the business, financial condition and operations of the Issuer, if any

Fruitas Holdings will have another subsidiary.
Other Relevant Information

Please refer to attached SEC Form 17C for the disclosure of the transaction.
Filed on behalf by:
Name Lerma Fajardo
Designation Deputy CFO & Comptroller