Item 1.01. Entry into a Material Definitive Agreement
On December 31, 2020, Crucial Innovations Corp., a Nevada corporation (the
"Company") entered into a definitive Equity Purchase Agreement (the "Agreement")
with Mercantile Global Holdings, Inc., a Delaware corporation ("MGH"). Pursuant
to the terms of the Agreement, the Company will acquire from MGH all of the
issued and outstanding shares of capital stock of Mercantile Bank International
Corp., a Puerto Rico corporation ("MBI"), in exchange for consideration
including (i) 27,5445,452 restricted shares of Company's common stock, $0.0001
par value, to be delivered to MGH by certain of the Company's shareholders,
which will represent Eighty-five percent (85%) of all issued and outstanding
shares of Company common stock at the time of the closing of the transaction;
and (ii) $500,000 payable at the closing of the transaction. Following the
closing of the transaction, MBI will operate as a wholly owned subsidiary of the
Company. The closing of the transaction is subject to approval by relevant
governmental and regulatory authorities, including, but not limited to, the
Office of the Commissioner of Financial Institutions of the Commonwealth of
Puerto Rico, as well as MBI's Board of Directors, and the Board of Directors,
shareholders, and creditors of MGH. Coincident with the closing of the
transaction, the Company's existing officers and directors will resign and J.
Robert Collins, Jr., Chairman of the Board of the Board and Chief Executive
Officer of MGH and Chairman of the Board of MBI, will be elected as Chairman of
the Board and Chief Executive Officer of the Company.
The amount of the consideration given for the acquisition of the shares of
capital stock of MBI was determined pursuant to arm's length negotiations
between the parties. The summary of the Agreement set forth above does not
purport to be a complete statement of the terms of the Agreement. The summary is
qualified in its entirety by reference to the full text of the Agreement which
is being filed with this Current Report on Form 8-K (this "Report") as Exhibit
2.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Shell company transactions. Not applicable.
(d) Exhibits
Exhibit
Number Description Location
2.1 Equity Purchase Agreement dated December 31, 2020 by and Provided
between Crucial Innovations Corp., a Nevada corporation and herewith.
Mercantile Global Holdings, Inc., a Delaware corporation.
2
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