Shorepower Technologies Merges with Aeternum Health to Shift Focus to Longevity Healthcare Platform

Shorepower Technologies, Inc. (OTC: SPEV) has entered into a merger agreement with Aeternum Health LLC that will fundamentally transform the company's business direction. The transaction, structured as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, involves Aeternum Health merging into Shorepower, with Shorepower continuing as the surviving entity. This merger represents a complete strategic shift for the company from its current focus on transportation electrification infrastructure to the development of services, products, and solutions designed to increase longevity and optimize health outcomes.

The transaction terms are substantial and include several key components that underscore the significance of this strategic transition. Aeternum Health's sole member will receive common stock representing 51% ownership of the combined company, effectively gaining control of the organization. Additionally, the agreement includes the issuance of 2,000,000 shares of Series B Preferred Stock, with each share having voting power equal to 40 shares of common stock, further consolidating control. The transaction also involves the transfer to Shorepower of know-how and data relating to a novel peptide mix in development for longevity and anti-aging applications, together with associated intellectual property that forms the foundation of the new business direction.

Financial contributions accompanying the merger include a minimum cash infusion of $1.5 million and the contribution of an existing business related to the commercialization of the peptide technology. These resources are intended to support the development and market introduction of the longevity-focused healthcare platform. The company plans to spin out its existing transportation electrification business, which currently designs, manufactures, and operates systems for truck stops, electric transport refrigeration units, and electric vehicle supply equipment, to focus exclusively on the new longevity technology initiatives.

Leadership changes accompanying the merger are significant, with Jeff Kim resigning as President, Chief Executive Officer, and sole director of the company. Paul E. Mann, Manager of Aeternum Health, will assume the roles of President, Chief Executive Officer, and sole member of the Board of Directors upon closing of the merger. Mann brings extensive experience in biotechnology, healthcare investing, and public company leadership, having co-founded ASP Isotopes Inc. (Nasdaq: ASPI) in 2021 and previously held senior investment roles at Soros Fund Management, Highbridge Capital, and DSAM Partners. His background includes eleven years as a sell-side analyst at Morgan Stanley and Deutsche Bank, where he co-managed top-ranked healthcare research teams and advised numerous pharmaceutical companies.

Corporate actions planned following the merger include changing the company name to Aeternum Health Inc. and increasing authorized common shares to 250 million. The company will file financial statements and pro forma financial information relating to Aeternum Health within 71 calendar days of the initial Form 8-K filing. This strategic pivot positions the company to capitalize on the growing market for longevity and health optimization technologies, leveraging the peptide-based platform acquired through the merger. The transaction's completion is subject to various conditions, including regulatory and stockholder approvals, with the parties working toward finalizing the merger in accordance with the agreement dated February 17, 2026.