Item 2.01 Completion of Acquisition or Disposition of Assets
On
Legacy MTS's business concentrates on worldwide provision of telecom expense
management ("TEM") solutions which assist enterprises and organizations to make
smarter choices with their telecommunications spending at each stage of the
service lifecycle, including allocation of cost, proactive budget control, fraud
detection, processing payments and spending forecasting. In
The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated into this Item 2.01 by reference. A copy of the Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties. In particular, the Agreement contains representations, warranties and covenants that were made as of specific dates and only for the benefit of the parties to the Agreement and are qualified by information included in confidential disclosure schedules. Moreover, certain representations, warranties and covenants in the Agreement were made for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the representations, warranties and covenants in the Agreement should not be relied upon as characterizations of the actual state of facts about the parties to the agreement.
Item 7.01 Regulation FD Disclosure
A press release related to the matters described in Item 2.01 of this Current Report on Form 8-K is included in Exhibit 99.1. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of such act, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 2.1 Share and Asset Purchase Agreement, dated as ofNovember 9, 2022 , by and betweenSharpLink Gaming Ltd. andEntrypoint South Ltd. * 99.1 Press release, datedJanuary 5, 2023
* Annexes and schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Company agrees to furnish supplementally to the
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