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HAMMER FIBER OPTICS HOLDINGS CORP: Completion of the acquisition or disposal of assets, unregistered sale of equity securities, financial statements and supporting documents (Form 8-K)



At December 30, 2021, Hammer Fiber Optic Holdings Corp, (the “Company”) has completed the previously announced purchase of Telecom Financial Services Ltée.
(“TFS-LTD“), by which the Company acquired all the equity interests in TFS-LTD (the acquisition “). The purchase price of all shares in the company of TFS-LTD is five million (5,000,000) ordinary shares of the Company from treasury shares. The ordinary shares of the Company to be issued are restricted securities, as defined in Rule 144 of the
Security and Trade Commission in accordance with the Securities Act of 1933, as amended.

The foregoing provides only a brief description 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 hereunder, and such descriptions are qualified in their in full by reference to the full text of the Share Exchange Agreement Forms filed as Exhibit 99.1 of this current Report on Form 8-K, and are incorporated herein by reference.

In addition, the acquisition does not meet the criteria for a “significant subsidiary” under SX 3.05, as expected in the SX tests filed as Exhibit 99.3 of this current report on Form 8-K, and are incorporated herein by reference.


The shares to be issued under the share exchange agreement will be considered 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, will be issued on the basis of an exemption from registration granted under Article 4 (2) of the Securities Act for transactions by an issuer not involving a public offer, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside United States. The share exchange agreement is an exempt transaction under Section 4 (2) of the Securities Act, as the share exchange was a private transaction of the Company and did not involve any public offering. In addition, we relied on the exemption under Rule 506 of Regulation D of the Securities Act, which provides a safe harbor for the private offering exemption of Section 4 (2) of the Securities Act that a issuer may sell its securities to an unlimited number of qualified investors, as that term is defined in Rule 501 of Regulation D. In addition, we have relied on the safe-haven provision of Rule 903 of Regulation S of the Law on securities which authorize offers or sales of securities by the Company outside of United States which are not made for “we persons “or on behalf of or for the benefit of”we person “, as that term is defined in Rule 902 of Regulation S.


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The information disclosed in section 2.01 is incorporated into this section 3.02 in its entirety.


(d) Exhibits    Descriptions

  99.1            Share Exchange Agreement, Dated
                October 26, 2021 by and among the
                Company, Telecom Financial Services Ltd
                and the shareholders of TFS

  99.2            Press Release

  99.3            Regulation S-X Testing Telecom
                Financial Services Limited

104             Cover Page Interactive Data File
                (embedded within the Inline XBRL

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