Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The Acquisitions
On
The foregoing provides only a brief descriptions of the material terms of the Share Exchange Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the forms of the Share Exchange Agreement filed as Exhibit 99.1 to this Current Report on Form 8-K, and are incorporated herein by reference.
Furthermore, the acquisition does not meet the criteria for "significant subsidiary" under Regulation S-X 3.05 as provided in the Regulation S-X testing filed as Exhibit 99.3 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The shares to be issued under the Share Exchange Agreement shall qualify as a
tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code
of 1986, as amended (the "Code"); and (ii) the Share Exchange Agreement, shall
be issued in reliance upon an exemption from registration afforded under Section
4(2) of the Securities Act for transactions by an issuer not involving a public
offering, or Regulation D promulgated thereunder, or Regulation S for offers and
sales of securities outside
2
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The information disclosed under Item 2.01 is incorporated into this Item 3.02 in its entirety.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits Descriptions 99.1 Share Exchange Agreement, DatedOctober 26, 2021 by and among the Company,Telecom Financial Services Ltd and the shareholders of TFS 99.2 Press Release 99.3Regulation S-X Testing Telecom Financial Services Limited 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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