**Summary of Decision by the Securities Commission**
**Key Facts:**
– Just Kitchen Holdings Inc. (the Filer) applied to cease being a reporting issuer in all Canadian jurisdictions.
– The Filer’s securities are owned by fewer than 50 persons and are not traded on any exchange or market.
– The Filer is a wholly-owned subsidiary of JF Investment Co Ltd. (the Purchaser) following a statutory plan of arrangement.
– The Filer’s shares were delisted from the TSXV on January 30, 2024.
– The Filer is not an OTC reporting issuer and has fewer than 15 securityholders in each Canadian jurisdiction and fewer than 51 worldwide.
**Reasoning:**
– The Filer is not in default of securities legislation except for not filing certain continuous disclosure documents, which were due after the completion of the arrangement.
– The Filer has no intention of seeking public financing.
– The Filer meets the criteria under Multilateral Instrument 11-102 and National Policy 11-206, except for the filing default.
**Outcome:**
– The order to cease being a reporting issuer in all Canadian jurisdictions was granted.
**Relevant Laws/Regulations:**
– Securities Act, R.S.B.C. 1996, c. 418, s. 88.
– Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
– Multilateral Instrument 11-102 Passport System.
– National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.