Swoop Telecommunications entered into share purchase agreement to acquire STEMify Limited (ASX:SF1) for AUD 44.7 million in reverse merger transaction on February 18, 2021. In connection with the transaction, STEMify intend to consolidate its issued capital on the basis that every 23 securities will consolidate into one security and the total number of securities issued by STEMify to Swoop post consolidation was 89.4 million shares. STEMify needs to apply to ASX for re-admission of its shares to trading on ASX and re-constitute its board of directors to include directors with extensive experience in the telecommunications industry. In related transaction, STEMify Limited entered into share purchase agreement to acquire Fiwi Pty Ltd and 58.9% stake in N1 Telecommunications on February 18, 2020. Post completion, STEMify Limited will change its name to Swoop holding limited. The combined entity intends to list in late April under Swoop Holdings, using the ASX ticker SWP. Upon completion, the Board will comprise existing director Jonathan Pearce and new directors James Spenceley as Non-Executive Chairman, Tony Grist as Non-Executive Deputy Chairman, William (Paul) Reid, as a Non-Executive Director and Matthew Hollis as an Executive Director. Tim Grice and Ryan Legudi will resign from the Board on Completion. The Transaction is subject to a number of conditions, including obtaining shareholder approval of Stemify, issuance of Shares under the Public Offer, completion of consolidation of shares of Stemify, receiving conditional approval from ASX to reinstate the securities of the Company to trading on terms reasonably acceptable to Swoop and NodeOne, and completion of the acquisition agreements relating to the other target entities. If any condition is not satisfied or waived on or before May 31, 2021, a party may terminate the Acquisition Agreements by giving notice to the other parties. STEMify will conduct a meeting in April 2021 to seek shareholder approval for transaction. Mark Paganin, William Davies, Peter Feros, Cameron Forbes and Stephen Neale of Clayton Utz is advising Tattarang Ventures Pty Ltd who has significant investments in each of Swoop and NodeOne; and is expected to hold a significant shareholding in Swoop Holdings post-listing. As of April 1, 2021, shareholder meeting of STEMify Limited is scheduled to be held on May 3, 2021. The settlement of acquisition is expected to close by May 19, 2021. As of May 3, 2021, the transaction has been approved by STEMify Limited shareholders. BDO Corporate Finance (WA) Pty Ltd acted as accountant for Stemify in the transaction. Swoop Telecommunications completed the acquisition of STEMify Limited (ASX:SF1) in a reverse merger transaction on May 17, 2021. The consolidation was approved by shareholders at the General Meeting of STEMify Limited held on May 3, 2021.