TOKEN COMMUNITIES LTD.: M&A transaction — Token Communities acquires ASC Global for $5M promissory note to company President

TOKEN COMMUNITIES LTD.

Acquired all ASC Global shares for $5M promissory note bearing 4% interest, due May 10, 2027.
Seller is David Chen, also President of Token Communities, creating a related-party transaction.
No cash exchanged; consideration entirely in promissory note form.
ASC Global becomes wholly-owned subsidiary of Token Communities.
TKCM notes its financial statements are being restated, which may affect historical data.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

TOKEN COMMUNITIES LTD. incurred loan of Five Million Dollars with David Chen at four percent per annum maturing May 10, 2027.

Instrument: loan
Principal: Five Million Dollars
Counterparty: David Chen
Rate: four percent per annum
Maturity: May 10, 2027
Event: incurrence

Exact text from the filing

whereby the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note by the Company to the shareholder (David Chen, President of the Company) of ASC Global in the principal amount of Five Million Dollars (the “Promissory Note”). The Promissory Note bears interest at the rate of four percent per annum and provides that all outstanding principal of and accrued but unpaid interest thereon shall be paid in full on or before May 10, 2027

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

TOKEN COMMUNITIES LTD. completed an acquisition involving ASC Global Inc. (closed 2024-05-10).

Action: acquisition
Counterparty: ASC Global Inc.
Closing: 2024-05-10

Exact text from the filing

the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TOKEN COMMUNITIES LTD. entered into Agreement with ASC Global Inc. valued at Five Million Dollars (effective 2024-05-10).

Action: entry
Agreement: asset purchase
Counterparty: ASC Global Inc.
Value: Five Million Dollars
Effective: 2024-05-10

Exact text from the filing

On May 10, 2024 Token Communities Ltd. (the “Company”) entered into an agreement (the “Agreement”) with ASC Global Inc. (“ASC Global), whereby the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note by the Company to the shareholder (David Chen, President of the Company) of ASC Global in the principal amount of Five Million Dollars (the “Promissory Note”).

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Source: SEC EDGAR

accession 0001477932-24-002683

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