Item 1.01 Entry into a Material Definitive Agreement.

On January 11, 2023, Leet Technology Inc., a Delaware corporation (the "Company"), completed its merger (the "Merger") with Leet Inc. a company incorporated under the laws of the BVI ("LEET BVI"), with LEET BVI continuing as the surviving company. The Merger was completed pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated January 5, 2023, by and between LEET BVI and the Company. The Merger Agreement contains customary representations and warranties by each of LEET BVI and the Company. The Merger Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of LEET BVI's and the Company's businesses during the period prior to the closing of the Merger.

Pursuant to the Merger Agreement, LEET BVI and the Company caused the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware on January 11, 2023. The Merger became effective on January 11, 2023 (the "Effective Time"), as agreed to by the parties and specified in the Certificate of Merger.

Pursuant to the Merger, each issued and outstanding share of the Company common stock/ preferred stock shall be transferred to Leet BVI and converted into one new ordinary share ("Ordinary Share") or preferred share ("Preferred Share") of LEET BVI, as the case may be. As a result, LEET BVI shall issue an aggregate of approximately 152,899,640 Ordinary Shares and 6,898,256 Preferred Shares to former the Company shareholders. The LEET BVI Ordinary Shares issued and outstanding immediately prior to the Effective Time remained outstanding upon the Effective Time and were unaffected by the Merger. As a result, immediately following the Merger, LEET BVI shall have approximately 152,899,640 Ordinary Shares outstanding and 6,898,256 Preferred Shares outstanding.

The foregoing summary of the Merger Agreement is subject to and qualified in its entirety by the Merger Agreement, a form of which is filed herein as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information in this Current Report on Form 8-K set forth under Item 1.01 is incorporated by reference into this Item 2.01.

Item 3.03 Material Modifications to Rights of Security Holders

To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01 Change in Control of Registrant

To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the consummation of the business Combination each of the previous directors and officers of the Company ceased to be a director of officer of the Company.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

2.1             Agreement and Plan of Merger.
104           The cover page from this Current Report on Form 8-K, formatted in
              Inline XBRL












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