Item 3.02 Unregistered Sales of Equity Securities
Between September 8, 2021 and September 13, 2021, Strategic Acquisition, Inc.
(the "Company" or the "Registrant") sold 200,000 unregistered restricted shares
of common stock, par value $0.001 to four private purchasers, for an aggregate
of $40,000. This represents a purchase price of $0.20 per share. The funds will
be used to further capitalize the Company. Prior to the issuance of these
shares, the Company had 2,515,000 shares of its Common Stock issued and
outstanding. Upon issuance of these shares, the Company has 2,715,000 shares of
its Common Stock issued and outstanding.
The shares were issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act")
and Rule 506. Section 4(2) was available because the offer and sale did not
involve a public offering and there was no general solicitation or general
advertising involved in the offer or sale.
The purchasers were referred via long-term pre-existing business relationships
of Jonathan Braun, Chairman of the Company. The Company did not engage in any
form of general solicitation or general advertising in connection with this
transaction. The purchasers had access to all material information, and were
afforded access to the Company's management in connection with this transaction.
They acquired these securities for investment and not with a view toward
distribution, acknowledging such intent to us. They understood the ramifications
of their actions and represented they are "accredited investors" as defined in
Rule 501(a) under the Securities Act. The shares have a legend restricting
transferability absent registration or applicable exemption.
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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