Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 7, 2024

MULTI SOLUTIONS II, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-12162	22-2418056
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4400 Biscayne Boulevard, Miami, Florida 33137

(Address of Principal Executive Offices, including Zip Code)

(305) 579-8000

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share	MUSS	None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01

Other Events.

On October 11, 2024, the Board of Directors (the “Board”) of Multi Solutions II, Inc. (the “Company”), passed resolutions authorizing the voluntary liquidation and dissolution of the Company pursuant to a Plan of Liquidation and Dissolution (the “Plan of Dissolution”). On October 16, 2024, the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote executed a written consent, in accordance with the provisions set forth in §§ 607.0704 and 607.1402 of the Florida Business Corporation Act, approving the Plan of Dissolution.

The Board has authorized the filing of the Articles of Dissolution (the “Dissolution”) of the Company on December 2, 2024 with the Florida Department of State. The effective date of the Dissolution will also be December 2, 2024 (the “Effective Date”), and the Company will file a Form 15 with the Securities and Exchange Commission (the “SEC”) to deregister the Company’s common stock shortly thereafter. The Company has instructed its transfer agent to close the Company’s stock transfer records as of the close of business on the Effective Date and no longer to recognize or record any transfers of shares of the Company’s common stock after such date except by will, intestate succession or operation of law.

The Company has made a public announcement on December 2, 2024 to announce the filing of its Articles of Dissolution.

Pursuant to the Plan of Dissolution, the Company is also authorized to sell any and all assets of the Company, to pay all expenses incurred in connection with implementation of the Plan of Dissolution, to satisfy, settle or reject all liabilities, debts or obligations of the Company, whether by payment or making adequate provisions for payment, by prosecuting and defending actions or proceedings by or against the Company, to distribute assets of the Company to the shareholders to the fullest extent permitted by statutory law, and, subject to statutory limitations, to take all other actions necessary to wind up and liquidate the Company’s business and affairs.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

99.1		Press release of Multi Solutions II, Inc. dated December 2, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

	MULTI SOLUTIONS II, INC.

	By:	/s/ Lindsay Shain
		Lindsay Shain
		President

	By:	/s/ Jason Melling
		Jason Melling
		Secretary and Treasurer

Date: December 2, 2024

Exhibit 99.1

Multi Solutions II, Inc. Announces Plan for Filing of Articles of Dissolution

MIAMI – December 2, 2024 – (BUSINESS WIRE) — Multi Solutions II, Inc. (MUSS) (“Multi Solutions”) announced today the filing of its Articles of Dissolution with the Department of State of the State of Florida, with an effective date of December 2, 2024.

Multi Solutions’ actions to file the Articles of Dissolution are pursuant to the Plan of Complete Liquidation and Dissolution approved by Multi Solutions’ shareholders on October 16, 2024. Following the effectiveness of the Articles of Dissolution, Multi Solutions will file a Form 15 with the Securities and Exchange Commission to deregister its common stock. Multi Solutions has instructed its transfer agent to close Multi Solutions’ stock transfer records as of the close of business on December 2, 2024 and no longer to recognize or record any transfers of shares of Multi Solutions common stock after such date except by will, intestate succession or operation of law.

Statement under the Private Securities Litigation Reform Act of 1995.

Statements in this press release regarding our business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. Among those risks and uncertainties are the risks surrounding the timing of suspension of trading and deregistration of our common stock. Any of these risks and uncertainties could cause our actual results to differ from those contained in the forward-looking statements.

CONTACT:

Lindsay Shain

President

Multi Solutions II, Inc.

(305) 579-8000

SOURCE: Multi Solutions II, Inc.

Cover	Oct. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 07, 2024
Entity File Number	000-12162
Entity Registrant Name	MULTI SOLUTIONS II, INC.
Entity Central Index Key	0000723733
Entity Tax Identification Number	22-2418056
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4400 Biscayne Boulevard
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33137
City Area Code	305
Local Phone Number	579-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	MUSS
Entity Emerging Growth Company	false