---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-22-035715"
form_type: "8-K"
ticker: "FWFW"
cik: "0001492617"
company_name: "FLYWHEEL ADVANCED TECHNOLOGY, INC."
filed_at: "2022-12-16T23:59:59+00:00"
generated_at: "2026-06-21T03:17:38.143021+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-22-035715
- form_type: 8-K
- ticker: FWFW
- cik: 0001492617
- company_name: FLYWHEEL ADVANCED TECHNOLOGY, INC.
- filed_at: 2022-12-16T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1492617/000149315222035715/0001493152-22-035715-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1492617/000149315222035715/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-22-035715
- JSON: https://secwatch.observer/filing/0001493152-22-035715.json
- Plain text: https://secwatch.observer/filing/0001493152-22-035715.txt

## Key facts
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1492617/000149315222035715/0001493152-22-035715-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.