C07411-2024

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)
Nov 19, 2024
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
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
60 CORDILLERA ST. BRGY. DONA JOSEFA, 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
FRUIT 2,133,680,000
11. Indicate the item numbers reported herein
ITEM NO. 2 AND 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 enters roasted chicken segment; Indirect subsidiary acquires Mang Bok’s assets
Background/Description of the Disclosure

The Mang Bok’s food chain was established in September 2002 and has continued to be a popular choice among consumers for its succulent roasted chicken and pork belly. Its stores offer freshly roasted chicken and pork products with a selection of fried items and affordable rice meals to serve a wide range of customers. All its products are carefully prepared and cooked, making it tasty, juicy, and very satisfying.

On November 19, 2024, Negril Trading Inc., FRUIT's 100% owned subsidiary, subscribed to new shares of Bigboks Enterprises Inc., making it a 60% shareholder of Bigboks Enterprises Inc. Bigboks Enterprises Inc. will use most of the proceeds to acquire assets related to the Mang Bok’s business from Boksbro Inc.

The acquisition includes all assets, including inventories, equipment, leasehold improvement, transportation equipment, if any, intellectual property rights/trademark (including brand registrations, know-how, recipes for all past and current products and certain products under research and development of Mang Bok's, and process/menu manual), franchise ownership grant/rights, contractual rights to suppliers and lessors including security deposits at the time of acquisition.

Negril Trading Inc. will pay its subscription in Bigboks Enterprises Inc. in cash, initially paying for 25% of the agreed subscription price.
Date of Approval by
Board of Directors		 Nov 19, 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 the Mang Bok’s business represents the Fruitas Group’s entry into the roasted chicken sector, broadening the product offerings under the House of Fruitas. Additionally, the integration of Mang Bok’s is expected to create synergies across Fruitas brands, enhancing overall customer experience and satisfaction. The Group also aims to leverage its extensive retail network and operational expertise to elevate the brand while maintaining the quality and taste of Mang Bok's that the Filipino consumers have come to love.
Details of the acquisition or disposition
Date Nov 19, 2024
Manner

Shares Subscription
Description of the company to be acquired or sold

N/A
The terms and conditions of the transaction
Number of shares to be acquired or disposed 960,000
Percentage to the total outstanding shares of the company subject of the transaction 60
Price per share Php 9.23
Nature and amount of consideration given or received

Cash payment and is below 10% of the total equity of FRUIT as of September 30, 2024.
Principle followed in determining the amount of consideration

Agreed amount by contracting parties.
Terms of payment

Initial payment of 25% of the total subscription price, and the balance of the subscription price is expected to be paid up within 2025, as the need to fund working capital and capital expenditure arises.
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
Bigboks Enterprises Inc. No material relationship with Boksbro Inc., Bigboks Enterprises Inc. and their respective shareholders. Shareholding split of Bigboks Enteprises Inc. after the investment by Negril Trading Inc. are as follows: Negril Trading Inc. - 60% Private individuals - 38.75% Lester C. Yu - 1.25%* * Mr. Yu subscribed to nominal number of shares in Bigboks Enterprises Inc. to qualify as Board Director and part of senior management post-reorganization.
Effect(s) on the business, financial condition and operations of the Issuer, if any

Acquisition expected to increase consolidated revenues of Fruitas Holdings
Other Relevant Information

The amendment is to correct the Price per Share, Terms of Payment, and Identity of the person(s) from whom the shares were acquired or to whom they were sold.

Kindly refer to the revised SEC Form 17-C for the amended information.
Filed on behalf by:
Name Rushell Salvador
Designation Chief Financial Officer & Treasurer