0001493152-22-008882.txt : 20220401 0001493152-22-008882.hdr.sgml : 20220401 20220401172525 ACCESSION NUMBER: 0001493152-22-008882 CONFORMED SUBMISSION TYPE: 1-U PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220118 ITEM INFORMATION: Other Events FILED AS OF DATE: 20220401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sway Energy Corp. CENTRAL INDEX KEY: 0001745449 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 823305170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-U SEC ACT: 1933 Act SEC FILE NUMBER: 24R-00183 FILM NUMBER: 22799470 BUSINESS ADDRESS: STREET 1: 8605 SANTA MONICA BLVD STREET 2: PMB 39154 CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 BUSINESS PHONE: 424-313-7471 MAIL ADDRESS: STREET 1: 8605 SANTA MONICA BLVD STREET 2: PMB 39154 CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: Elegance Brands, Inc. DATE OF NAME CHANGE: 20190919 FORMER COMPANY: FORMER CONFORMED NAME: Elegance Spirits, Inc. DATE OF NAME CHANGE: 20180703 1-U 1 form1-u.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-U

 

Current Report Pursuant to Regulation A

 

Date of Report: January 18, 2022

(Date of earliest event reported)

 

ELEGANCE BRANDS, INC.

(Exact name of issuer as specified in its charter)

 

Delaware   82-3305170

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

9100 Wilshire Blvd., Suite 362W

Beverly Hills, California 90212

(Full mailing address of principal executive offices)

 

(424) 313-7471

(Issuer’s telephone number, including area code)

 

Title of each class of securities issued pursuant to Regulation A: Class A Common Stock, par value $0.0001 per share

 

This Current Report on Form 1-U is issued in accordance with Rule 257(b)(4) of Regulation A, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

 

 
 

 

ITEM 9. OTHER EVENTS

 

Name Change

 

On January 18, 2022, Elegance Brands, Inc., a Delaware corporation (the “Company”), changed its name from Elegance Brands, Inc. to Sway Energy Corp. A copy of the amended certificate of incorporation is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

 

Departure of Chief Technology Officer and Director

 

On March 30, 2022, Sahil Beri, the Company’s Chief Technology Officer (“CTO”) and a director on the Company’s board of directors, resigned from the position of CTO and director, effective immediately. He had no disagreements or disputes with Company.

 

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SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Elegance Brands Inc.
  a Delaware corporation
     
  by: /s/ Amit Raj Beri
  Name:  Amit Raj Beri
  Its: Chief Executive Officer
  Date: April 1, 2022

 

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Exhibits to Form 1-U

 

Index to Exhibits

 

Exhibit No.   Description
     
2.1   Certificate of Amendment to Certificate of Incorporation, as filed January 18, 2022.

 

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 ADD EXHB 2 ex2-1.htm

 

Exhibit 2.1

 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ELEGANCE BRANDS, INC.

 

Elegance Brands, Inc., (the “Corporation”) a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does here certify that:

 

FIRST: That upon the joint unanimous written consent of the Board of Directors of the Corporation and the written consent of the holders of a majority of the outstanding votes to be cast by holders of voting common stock of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable. The resolutions setting for the proposed amendment is as follows:

 

RESOLVED, that the Certificate of Incorporation be amended by changing the Article thereof number “ONE” so that, as amended, said Article shall be and read as follows:

 

THE NAME OF THE CORPORATION IS SWAY ENERGY CORP.

 

SECOND: That thereafter, pursuant to the joint unanimous written consent of the Board of Directors of the Corporation acting by written consent in lieu of a meeting in accordance with Section 141(f) of the Delaware General Corporation Law and the consent of the holders of a majority of the outstanding votes to be cast by holders of voting common stock of the Corporation in lieu of a special meeting of stockholders in accordance with Section 228 of the Delaware General Corporation Law the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 18th day of January, 2022.

 

  By: /s/ Amit Raj Beri
  Name: Amit Raj Beri
  Title: Chief Executive Officer