Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective December 22, 2022, we and STQN Sub, Inc., our recently formed wholly
owned subsidiary ("STQN Sub") entered into and consummated an Agreement and Plan
of Merger (the "Merger Agreement") with Exworth Union Inc ("Exworth Union") and
the owners of all of its outstanding shares of capital stock - Exworth
Management LLC ("Exworth Management") and World Class Global Technology PTE.
LTD. ("World Class," collectively with Exworth Management, the "Stockholders").
Pursuant to the Merger Agreement, Exworth Union merged with and into STQN Sub,
with Exworth Union being the surviving corporation and becoming our wholly owned
subsidiary (the "Merger").
To effectuate the Merger, we filed a certificate of merger with the Secretary of
State of the State of Delaware on December 22, 2022 (the "Certificate of
Merger"). A copy of the Certificate of Merger as acknowledged by the Secretary
of State of the State of Delaware is filed as Exhibit 3.2 hereto.
The foregoing description of the Merger Agreement and the transactions and
documents contemplated thereby, is not complete and is subject to and qualified
in its entirety by reference to the Merger Agreement, a copy of which was filed
with the December 22 Current Report on Form 8-K as Exhibit 2.1, and the terms of
which are incorporated by reference herein.
Prior to entering into the Merger Agreement, Exworth Management and Exworth
Union entered into an exclusive platform license and services agreement (the
"License Agreement"), confirming the terms of their previous oral agreement. The
foregoing description of the License Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the License
Agreement, which is attached hereto as Exhibit 10.4 and is incorporated herein
by reference.
One of the Stockholders of Exworth Union, World Class Global Technology PTE.
LTD., was incorrectly referred to as World Class Global Technology LLC in the
December 22 Current Report and was incorrectly referred to as World Class
Technology LLC in the Merger Agreement.
Exhibit No. Description
3.2 Certificate of Merger filed with the Delaware Secretary of State
dated December 22,2022 (1)
10.4 Exclusive Platform License and Services Agreement (1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
(1) Filed herewith
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