Item 1.01 Entry into a Material Definitive Agreement
On
Pursuant to the terms of the IP Contribution Agreement, the Company agreed to
issue 240,000,000 shares of common stock, valued at
The Contributor IP Assets include a sublicense of Gaming License under No.:
8048/JAZ2020-054 issued by the Government of
The issuance of the Company's common stock pursuant to the IP Contribution
Agreement is intended to be exempt from registration under the Securities Act of
1933, as amended (the "Securities Act") pursuant to Section 4(2) thereof. The
shares issued for the IP Assets will not be registered under the Securities Act
and the shares may not be offered or sold absent registration or an applicable
exemption from registration. Accordingly, following the immediate issuance of
approximately 135,737,500 shares to
Except for the IP Contribution Agreement and the transactions contemplated thereby, neither the Contributor, nor any of its officers or directors serving before the IP Contribution Agreement had any material relationship with the Company or the Company's affiliates prior to this transaction.
The IP Contribution Agreement contains standard and customary representations, warranties and covenants. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the IP Contribution Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
As described in Item 1.01 above, effective
Item 5.06 Change in Shell Company Status
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
2
As a result of the acquisition of the Acquired Assets pursuant to the IP Contribution Agreement, the Company is no longer a "shell company" as that term is defined in Rule 12b-2 of the Securities Exchange Act. based upon the fact that the Company now has more than nominal assets, other than cash and more than nominal operations.
The Acquired Technology are material assets, acquired and developed by the
Contributor at material expense. Research and development expenditures on the
acquired URLs exceeded
The information contained in this Report, together with the information
contained in our Annual Report on Form 10-K for the fiscal year ended
Accordingly, and as a matter of law, upon the closing of the IP Asset Contribution, the Company is no longer considered a "shell company" as that term is defined in Rule 405 of the Securities Act of 1933, as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Number Description of Exhibit Filing 10.01 IP Contribution Agreement Filed herewith. 104 Cover Page Interactive Data File (embedded within the Filed herewith. Inline XBRL document) 3
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