Item 1.01. Entry into a Material Definitive Agreement
On September 13, 2021, Crucial Innovations Corp., a Nevada corporation (the
"Company") entered into a definitive Share Purchase Agreement (the "Agreement")
with JPD Capital PCC, a Guernsey Channel Islands registered company ("JPD") .
Pursuant to the terms of the Agreement, the Company will acquire from JPD an
aggregate of 96% of all of the issued and outstanding shares of capital stock of
Eco Equity Zimbabwe, a Zimbabwe registered company ("ECO"), in exchange for
consideration consisting of 42,000,000 restricted shares of Company's common
stock, $0.0001 par value, which will represent Fifty-six percent (56%) of all
issued and outstanding shares of Company common stock at the time of the closing
of the transaction. The Agreement also provides for the Company, post-closing,
to increase the number of its authorized shares of common stock from 75,000,000
shares to 80,000,000 shares, in anticipation of a post-closing private placement
stock of 5,000,000 shares of the Company's common stock. The closing of the
transaction is subject to (i) approval by relevant governmental and regulatory
authorities in Zimbabwe, if any, as well as JPD's Board of Directors and (ii)
the Company filing with the Securities and Exchange Commission its Quarterly
Report on Form 10-Q for the period ended June 30, 2021. Coincident with the
closing of the transaction, the Company's existing officers and directors will
resign and JPD shall name a majority of the new directors, who shall then
appoint a new Chief Executive Officer, Chief Financial Officer, and Secretary of
the Company. The amount of the consideration given for the acquisition of the
shares of capital stock of ECO was determined pursuant to arm's length
negotiations between the parties and has been valued by the parties at $5.00 per
share of the Company's common stock to be issued to JPD, which is also the
intended per share price for the anticipated post-closing private placement.
The summary of the Agreement set forth above does not purport to be a complete
statement of the terms of the Agreement. The summary is qualified in its
entirety by reference to the full text of the Agreement which is being filed
with this Current Report on Form 8-K (this "Report") as Exhibit 2.01 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Shell company transactions. Not applicable.
(d) Exhibits
Exhibit
Number Description Location
2.01 Share Purchase Agreement dated September 13, 2021 by and Provided
between Crucial Innovations Corp., a Nevada corporation herewith.
and JPD Capital PPC.
2
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