STRATEGIC ACQUISITIONS, INC. Item 1.01. Entry into a Material Definitive Agreement
The information contained in Items 2.01 and 5.06 below relating to the Agreement and Plan of Merger described therein is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
On
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As a result of the receipt of 3,600,000 shares of Common Stock in connection
with the Merger, Exworth Management now owns 5,613,000 shares of our Common
Stock, approximately 82.24 % of the fully diluted outstanding shares of our
Common Stock. In addition,
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Merger Agreement included as Exhibit 2.1 to this Current Report on Form 8-K.
The Merger is intended to constitute a tax-free reorganization within the
meaning of the Internal Revenue Code of 1986. Following the Merger, we continue
to be a "smaller reporting company," as defined in Item 10(f)(1) of Regulation
S-K, as promulgated by the
Immediately prior to the Merger, we were a publicly reporting "shell company," as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, set forth below is the information that would be required if we were filing a general form for registration of securities on Form 10 under the Exchange Act for our Common Stock, which is the only class of our securities subject to the reporting requirements of the Exchange Act upon consummation of the Merger.
FORM 10 INFORMATION
Our Business
We currently operate our loan business at a limited scale due to the early stage of the digital asset industry and changing economic conditions. We plan to develop a proprietary software technology platform, or the "Platform", that facilitates the origination and servicing of digital asset-backed loans. Our target markets are small businesses and individuals that hold intangible assets including digital assets and are seeking loans. We provide term loans to these enterprises and individuals which are collateralized with intangible assets, such as Bitcoin. We generate revenue from interest income and transaction based services fees. Our Platform will be designed to originate and service loans backed by various assets. Nevertheless, to date Bitcoin is the only asset we have accepted as collateral for a loan and we intend to focus on the market for loans secured by digital assets for the immediate future.
Our Mission
To build interactive financial services that increase access to financial . . .
Item 3.02 Recent Sales of
As more fully described in Item 2.01 above, in connection with the Merger
Agreement, the Company issued a total of 3,960,000 shares of our common stock to
the former stockholders of
Item 4.01 Changes in registrant's Certifying Accountant
Reference is made to the disclosure set forth Item 2.01 of this Current Report under the caption "Change in Registered Independent Certified Public Accountant," which disclosure is incorporated by reference into this section.
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosures set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K, which disclosures are incorporated by reference into this Item 5.01. Other than the transactions and agreements described in such Items, our officer and director know of no arrangements that may result in a change in control of the Company at a subsequent date.
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As of
Item 5.06 Change in Shell Company Status
We have determined that, as the result of the consummation of the transaction contemplated by the Merger Agreement as described above under Item 2.01 of this Current Report on Form 8-K, we have ceased to be a shell company as that term is defined in Rule 12b-2 promulgated under the Exchange Act. Reference is made to the disclosures set forth in Item 2.01 of this Current Report on Form 8-K, which disclosures are incorporated by reference into this Item 5.06.
Item 9.01 Financial Statements and Exhibits
Reference is made to our acquisition of all of the outstanding shares of
(a) Financial statements of business acquired.
The audited financial statements of
(b) Pro forma financial information.
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The unaudited pro forma financial information of the Company and its
wholly-owned subsidiary
(c) Shell company transactions.
Reference is made to the disclosure set forth in Items 9.01(a) and 9.01(b), which disclosure is incorporated herein by reference.
Exhibit
No. Description
2.1 Agreement and Plan of Merger (1)
3.1 Certificate of Incorporation (Incorporated by reference to Exhibit 3.1
to Form 10-SB filed January 18, 2000 )
3.2 Certificate of Merger (1)
3.3 By-Laws (Incorporated by reference to Exhibit 3.2 to Form 10-SB filed
January 18, 2000 )
4.1 Form of Warrant Agreement (1)
10.1 Master Loan Agreement dated May 28, 2022 . Portions of the Master Loan
Agreement containing the identity of the lender have been omitted. (1)
10.2 Master Pledge Agreement dated May 28, 2022 . Portions of the Master
Pledge Agreement containing the identity of the lender have been omitted
(1)
10.3 Addendum to Master Loan Agreement (1)
16.1 Letter from Berkower LLC (1)
21.1 Subsidiaries (1)
99.1 Audited financial statements of Exworth Union Inc as of and for the
period ended September 30, 2022 (1)
99.2 Unaudited pro forma financial information of the Company and its
wholly-owned subsidiary Exworth Union Inc (1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
(1) Filed herewith
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