Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
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.
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
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
The information disclosed in section 2.01 is incorporated into this section 3.02 in its entirety.
Item 9.01 FINANCIAL STATEMENTS AND DOCUMENTS
(d) Exhibits Descriptions 99.1 Share Exchange Agreement, Dated
October 26, 2021by and among the Company, Telecom Financial Services Ltdand the shareholders of TFS 99.2 Press Release 99.3 Regulation S-X Testing Telecom Financial Services Limited104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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