BENEFYTT TECHNOLOGIES, INC. Item 3.02 Unregistered Sales of
The information contained in Item 1.01 of the Original Form 8-K is incorporated herein by reference. The Founder Exchange and Tender will result in the issuance and sale of an aggregate of 687,667 Class A Shares (the "Issued Shares") by the Company to the Series B Members for no consideration. The issuance and sale of the Issued Shares is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving any public offering.
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