C02296-2024

SECURITIES AND EXCHANGE COMMISSION
SEC 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)
Apr 18, 2024
2. SEC Identification Number
CS200508386
3. BIR Tax Identification No.
237-383-045-000
4. Exact name of issuer as specified in its charter
BALAI NI FRUITAS INC.
5. Province, country or other jurisdiction of incorporation
QUEZON CITY, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
68 DATA ST. BRGY. DON MANUEL QUEZON CITY Postal Code 1113
8. Issuer's telephone number, including area code
(02)8243-1741
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
COMMON 1,495,005,000
11. Indicate the item numbers reported herein
Item 2. Acquisition or Disposition of Assets

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.

Balai Ni Fruitas Inc.BALAI

PSE Disclosure Form 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Balai ni Fruitas enters agreement to acquire 40-year old legacy brand Sugarhouse

Background/Description of the Disclosure

On April 18, 2024, Balai ni Fruitas Inc. signed a Memorandum of Agreement to acquire the 40-year old legacy brand and various assets related to the Sugarhouse business.

Sugarhouse started in 1983, offering delectable baked goods and pastries to its customers. Sugarhouse is known for its cake offerings, including its iconic Chocolate Truffle and French Apple Pie. It has also expanded its menu to include a wide array of breads, pastries, and meals.

Date of Approval by
Board of Directors
Apr 18, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The acquisition of Sugarhouse will allow BALAI to expand its product offerings, particularly in the cake category and tap a broader customer base. BALAI will also gain additional production capacity to fuel its growth. BALAI also anticipates significant synergies with its existing brands.

Details of the acquisition or disposition
Date Apr 18, 2024
Description of the Transaction

The acquisition includes the transfer of registered intellectual property, manuals, recipes, and technical know-how, Sugarhouse delivery, commissary and store equipment. BALAI will also take over the catering business of Sugarhouse.

Manner

Acquisition of assets

Description of the assets involved

Registered intellectual property, technical know-how, delivery, commissary and store equipment.

Terms and conditions of the transaction
Nature and amount of consideration given or received

The purchase price shall be paid in cash and is below 10% of the Total Assets of Balai Ni Fruitas Inc. as of December 31, 2023

Principle followed in determining the amount of consideration

Agreed price between seller and buyer.

Terms of payment

The purchase price shall be paid in installments until December 31, 2024

Conditions precedent to closing of the transaction, if any

Execution of implementing agreements for the acquisition, such as Deed of Sale of Assets, Deed of Sale of Motor Vehicle, Deed of Assignment of Trademark Registration, closing expected to take place on or before May 1, 2024

Any other salient terms

N/A

Identity of the person(s) from whom the assets 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
Golden Spatula Corporation N/A
Effect(s) on the business, financial condition and operations of the Issuer, if any

The company will expand its product offerings to customers and will seek synergies with its existing brands, which will drive higher revenue.

Other Relevant Information

N/A

If the transaction being reported is an acquisition, kindly submit the following additional information:
Source(s) of funds

Initial Public Offering Proceeds

If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes

N/A

Filed on behalf by:
Name RALPH HECTOR ADRICULA
Designation COMPLIANCE OFFICER