Ilustrato Pictures International Files 8-K/A Amendment

TL;DR

Ilustrato Pictures filed an 8-K/A amendment for a material agreement. Check for details.

AI Summary

Ilustrato Pictures International Inc. filed an amendment (8-K/A) on November 27, 2024, regarding a material definitive agreement entered into on November 18, 2024. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company was formerly known as Superior Venture Corp until July 12, 2010.

Why It Matters

This amendment provides updated information and disclosures related to a significant agreement, which could impact investors' understanding of the company's current business dealings.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings often indicate new or corrected material information, requiring careful review by investors.

Key Numbers

• 000-56487 — SEC File Number (Identifies the company's filing history with the SEC.)
• 27-2450645 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Ilustrato Pictures International Inc. (company) — Registrant
• Superior Venture Corp (company) — Former company name
• November 18, 2024 (date) — Date of earliest event reported
• November 27, 2024 (date) — Filing date
• 26 Broadway, Suite 934, New York, NY 10004 (address) — Principal executive offices

FAQ

Filing Documents

• ea0222871-8ka1_ilustrato.htm (8-K/A) — 35KB
• ea022287101ex2-1_ilustrato.htm (EX-2.1) — 518KB
• ea022287101ex99-1_ilustrato.htm (EX-99.1) — 12KB
• ea022287101ex99-2_ilustrato.htm (EX-99.2) — 12KB
• 0001213900-24-103556.txt ( ) — 874KB
• ilus-20241118.xsd (EX-101.SCH) — 3KB
• ilus-20241118_lab.xml (EX-101.LAB) — 33KB
• ilus-20241118_pre.xml (EX-101.PRE) — 22KB
• ea0222871-8ka1_ilustrato_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on November 18, 2024, Ilustrato Pictures International Inc., a Nevada corporation (the "Company"), entered into a Stock Purchase Agreement with Fusion Fuel Green PLC, an Irish public limited company ("Fusion Fuel"), with the Stock Purchase Agreement dated as of November 18, 2024 (the "Purchase Agreement"). The Purchase Agreement provided that, at the closing of the transactions contemplated therein (the "Closing"), the Company was required to transfer an aggregate of 57,669,078 shares of common stock and 20,000 Series B stock held in Quality Industrial Corp. ("QIND"), constituting approximately 54.79% of the voting stock of QIND, to Fusion Fuel (the "Transferred Shares"). In exchange, at the Closing, Fusion Fuel was required to issue 35,971,554 shares to the Company on a fully diluted basis, structured as a combination of ordinary and preferred shares, subject to adjustment, with provisions for the preferred shares to convert into ordinary shares subject to shareholder approval and Nasdaq listing clearance. On November 26, 2024, the Closing conditions were satisfied in all material respects. As a result, the Company has delivered all of the necessary documentation to the Company's transfer agent to effect the transfer of the Company's Shares to Fusion Fuel. Fusion Fuel instructed its transfer agent to issue its Ordinary and Preferred Shares Consideration to the Company. The foregoing description of the Purchase Agreement does not purport to be complete. It is qualified in its entirety by referencing the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this "Current Report"). The foregoing description has been included to provide investors and security holders with information regarding the terms of the Purchase Agreement. The terms and conditions of the Purchase Agreement entirely qualify it. It is not intended to provide

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 19, 2024, the Company issued a press release to announce the signing of the Purchase Agreement. On November 27, 2024, the Company issued a press release to announce the Closing of the Transaction. A copy of each press release is furnished as Exhibit 99.1 and Exhibit 99.2 to this Report on Form 6-K, respectively. The information furnished herein (including Exhibit 99.1 and Exhibit 99.2 hereto) shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing. 1 Cautionary Statement Concerning Forward-Looking Statements The press releases attached as Exhibit 99.1 and 99.2 hereto and this Current Report contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates", and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts and are based upon management's current expectations, beliefs, and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs, and projections are expressed in good faith. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. There can be no assurance that management's expectations, beliefs, and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-lookin

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are being filed herewith: Exhibit No. Description 2.1 Stock Purchase Agreement, dated as of November 18, 2024, among Fusion Fuel Green PLC, Quality Industrial Corp., Ilustrato Pictures International Inc., and certain stockholders of Quality Industrial Corp. 99.1 Press Release of Ilustrato Pictures International Inc. dated November 19, 2024 99.2 Press Release of Ilustrato Pictures International Inc. dated November 27, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Ilustrato Pictures International, Inc. /s/ Nicolas Link Nicolas Link, CEO Date: November 27, 2024 3

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View this 8-K/A filing on SEC EDGAR