Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT OnOctober 26th, 2021 ,Hammer Technology Holdings , (Formally Hammer Fiber Optics Holdings Corp ). aNevada corporation (the "Company" or "HMMR") entered into a Share Exchange Agreement (the "Share Exchange Agreement") withTelecom Financial Services Ltd. , aDelaware corporation ("TFS-LTD "), and the controlling stockholders ofTFS-LTD (the "TFS Shareholders"). Pursuant to the Share Exchange Agreement, the Company will acquire 5,000,000 shares of common stock ofTFS-LTD from the TFS shareholders (the "TFS-LTD Shares") and in exchange the Company shall issue to the TFS Shareholders 5,000,000 restricted shares of its common stock (the "HMMR Shares"). As a result of the Share Exchange Agreement,TFS-LTD shall become a wholly owned subsidiary of the Company. The Share Exchange Agreement contains customary representations, warranties and conditions to closing.
Name Change
As a result of the Share Exchange, the Company will change the name of
Exchange Ratio
On the effective date of the Share Exchange, the total number of shares of
Common Stock held by each stockholder in the stock of
Non Dilution
The transactions contemplated under this Share Exchange Agreement shall be non-dilutive to the shareholders of the company as the shares of the company's common stock issued hereunder to the TFS Shareholders shall be issued out of prior reserved acquisition treasury stock of the Company
Description of Transaction
The foregoing provides only a brief descriptions of the material terms of the Share Exchange Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the forms of the Share Exchange Agreement filed as Exhibit 99.1 to this Current Report on Form 8-K, and are incorporated herein by reference. 2
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Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The shares to be issued under the Share Exchange Agreement shall qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"); and (ii) the Share Exchange Agreement, shall be issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outsidethe United States . The Share Exchange Agreement is an exempt transaction pursuant to Section 4(2) of the Securities Act as the share exchange was a private transaction by the Company and did not involve any public offering. Additionally, we relied upon the exemption afforded by Rule 506 of Regulation D of the Securities Act which is a safe harbor for the private offering exemption of Section 4(2) of the Securities Act whereby an issuer may sell its securities to an unlimited number of accredited investors, as that term is defined in Rule 501 of Regulation D. Further, we relied upon the safe harbor provision of Rule 903 of Regulation S of the Securities Act which permits offers or sales of securities by the Company outside ofthe United States that are not made to "U.S. persons" or for the account or benefit of a "U.S. person", as that term is defined in Rule 902 of Regulation S.
The information disclosed under Item 1.01 is incorporated into this Item 3.02 in its entirety.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits Descriptions
99.1 Share Exchange Agreement, DatedOctober 26, 2021 by
and among the Company,
99.2 Press Release
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