Item 1.01 Entry into a Material Definitive Agreement.
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At the Effective Time, all of the shares of common stock held by consenting stockholders of Makamer ("Makamer Consenting Stockholders") will be exchanged for an aggregate of 30,000,000 shares of the Company's common stock (the "Merger Shares"), with each Makamer Consenting Stockholder receiving a pro rata portion of the Merger Shares based upon the total number of shares of Makamer common stock held by such Makamer Consenting Stockholder immediately prior to the Effective Time.
The consummation of the Merger is subject to satisfactory completion of business and legal due diligence, obtaining all necessary consents, execution of ancillary documents appropriate for transactions of this type, and certain other closing conditions.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein in its entirety by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein in its entirety by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Reference is made to the disclosure set forth under Item 5.03 above, which disclosure is incorporated herein by reference.
Item 8.01 Other Events.
In connection with the proposed Merger, the Company has submitted to the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger and Reorganization, datedMarch 25, 2022 , by and among the Company,Makamer Acquisition Corp. andMakamer, Inc. 3.1 Certificate of Amendment to the Company's Articles of Incorporation, filedMarch 29, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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