Item 1.01. Entry Into A Material Definitive Agreement
On
Pursuant to the Agreement, the Vendors have agreed to sell to the Company an
100% equity stake in SFHL in consideration of a new issuance of 8,232,038
restricted shares of the Company's common stock, valued at
The preceding description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 hereof is hereby incorporated by
reference into this Item 3.02. The issuance of Company common stock pursuant to
the Agreement will be exempt from registration pursuant to the provisions of
Section 4(a)(2) of the Securities Act, as amended and Rule 506 of Regulation D
promulgated thereunder. None of the Shares have been registered under the
Securities Act, or applicable state securities laws, and none may be offered or
sold in
Further, the Company is relying on the exemptions from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation S under
the Securities Act for purposes of the private placement of the shares of common
stock as such shares have not been offered or sold in
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements required by Item 9.01(a) will be filed with the
(b) Pro forma financial information.
The pro forma financial information required by Item 9.01(b) will be filed with
the
Exhibit No. Description 10.1 Acquisition Agreement datedDecember 22, 2022 between the Company,Wong Kai Cheong ,Hoo Swee Ping ,Ang Teck Kong ,Ng Kai Thim andCham Hui Yin . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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