Btab Group Inc. entered into a letter of intent to acquire Moxian, Inc. (NasdaqCM:MOXC) in a reverse merger transaction for approximately $130 million on August 8, 2020. On August 27, 2020, Btab Group Inc. entered into a share purchase agreement to acquire Moxian, Inc. (NasdaqCM:MOXC) in a reverse merger transaction. Pursuant to the agreement, Moxian will issue 59.27 million shares of the common stock and 50 million newly issued shares of the Class A non-transferable Non-convertible preferred stock. Upon completion, Moxian shareholders will hold approximately 20% of the combined company. In addition, Btab Group agrees to secure a bona fide financing commitment of up to $50 million prior to the closing. Btab will have the right to nominate three directors to the Board of the Company. The board of directors will consists of Binson Lau, Gun Hua Wang and John Taylor and two persons nominated by Moxian.

The transaction is subjected to satisfactory completion of due diligence, audit of past financial statements, receipt of government approval, resignation letters of Hao Qinghu and James Tan Mengdong as directors, Moxian's shareholders approval, Btab shall have entered into financing agreement, all statutory approvals, receipt of fairness opinion and Btab's shareholders approval. The agreement has been recommended by the Board of Directors of Btab and Moxian that it is in the best interests of Btab and Moxian and their shareholders. The transaction is expected to close not earlier than December 31, 2020.