Flywheel Advanced Technology to acquire QBS System in all-stock exchange for 8.94M shares

FLYWHEEL ADVANCED TECHNOLOGY, INC.

Share exchange: QBS Flywheel Ltd transfers all QBS System shares to Flywheel for 8,939,600 newly issued common shares.
QBS System provides IoT solutions (consulting, development, analytics) since 2011 with clients in logistics, F&B, smart buildings.
Closing requires QBS System to deliver audited FY2021/22 and unaudited interim financials; no change in Flywheel officers or directors.
Transaction structured as tax-free reorganization; lock-up, employment, and non-compete agreements are conditions.
QBS System will become a wholly owned subsidiary upon closing; Flywheel remains the public reporting company.

Key facts

Extracted from this filing and checked against the source text.

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

FLYWHEEL ADVANCED TECHNOLOGY, INC. entered into Share Exchange Agreement with QBS System Limited valued at Share exchange for 8,939,600 shares of common stock (effective 2022-12-15).

Action: entry
Agreement: merger
Counterparty: QBS System Limited
Value: Share exchange for 8,939,600 shares of common stock
Effective: 2022-12-15

Exact text from the filing

On December 15, 2022, Flywheel Advanced Technology, Inc., a Nevada corporation (the “Company”), entered into a share exchange agreement (the “Share Exchange Agreement”) with QBS System Limited, a limited company incorporated under the laws of Hong Kong (“QBS System”), and QBS Flywheel Limited, a company incorporated under the laws of Australia (the “Shareholder”).

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FLYWHEEL ADVANCED TECHNOLOGY, INC. filing history →

Source: SEC EDGAR

accession 0001493152-22-035715

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