Item 1.01 Entry into a Material Definitive Agreement.
On
Fintech, through its FintechCashier application, is a payment gateway and solution provider. FintechCashier supports a wide spectrum of services, ranging from credit card processing, exchange, eCommerce and wire solutions. The Company and Fintech believe the Transaction will result in growth opportunities for both companies.
Subject to the terms and conditions of the Share Exchange Agreement, at the
closing of the Transaction, each issued and outstanding share of Fintech shall
be exchanged for newly issued shares Common Stock (the "Exchange Shares"). The
number of Exchange Shares will be calculated based on a
One of the current directors of the Company is also an employee of Fintech, and
as such may be considered an interested director. Upon closing, there will be no
change in the officers and directors of the Company. Immediately following the
closing of the Transaction, however, a change of control of the Company will
occur since the Shareholders are expected to own approximately 51.2% of the
Company on a fully diluted basis and taking into account the issuance of shares
to
The consummation of the Transaction is subject to certain closing conditions,
including, among other matters: (a) any required notices have been sent to the
The Share Exchange Agreement also contains representations, warranties, covenants, and indemnities that are customary for transactions of this type and provides for customary termination rights of the Company and Fintech.
The preceding summary of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement, a copy of which is filed as Exhibit 10.22 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.22* Share Exchange Agreement, datedAugust 9, 2022 , by and amongHWGC Holdings Limited ,Fintech Scion Limited , and the shareholders ofFintech Scion Limited .
*The schedules and exhibits to this agreement have been omitted in accordance
with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit
will be furnished to the
Forward Looking Statements
The foregoing information may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Act. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation, all statements about the timing of the Transaction, the relative ownership of the Company at the closing of the Transaction, and consummation the Transaction, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "expect," "likely," "outlook," "forecast," "preliminary," "would," "could," "should," "can," "may", "will," "project," "intend," "plan," "goal," "guidance," "target," "continue," "believe," "seek," "estimate," "anticipate," "may," "possible," "assume," or the negative versions of those words. and variations of such words and similar expressions are intended to identify such forward-looking statements. You should not place undue reliance on these statements, as they involve certain risks and uncertainties, and actual results or performance may differ materially from those discussed in any such statement.
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