FLYWHEEL ADVANCED TECHNOLOGY, INC. (FWFW): M&A transaction — Flywheel Advanced Tech acquires QBS System Limited in share exchange; exits shell company status

FLYWHEEL ADVANCED TECHNOLOGY, INC.

Acquired all QBS System shares for 8,939,600 newly issued common shares (33.5% of post-transaction total).
Directors Tin Sze Wai, Ip Tsz Ying, and Lai Chi Chuen resigned effective March 22, 2023.
Company ceased to be a shell company; now operates IoT integration, maintenance, and BPO services.
Exchange shares subject to 12-month lock-up and one-year leak-out restriction on public resales.
Wong Chi Fung and Kwan Ping Yuen executed 3-year non-compete agreements covering Hong Kong and China.

item 1.01 item 2.01 item 3.02 item 5.02 item 5.06 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

FLYWHEEL ADVANCED TECHNOLOGY, INC.: Company ceased to be a shell company as a result of Share Exchange.

Change: shell status

Exact text from the filing

Prior to the Share Exchange, we were a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Share Exchange, the Company has ceased to be a shell company.

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

FLYWHEEL ADVANCED TECHNOLOGY, INC. completed an acquisition involving QBS System Limited (closed 2023-03-22).

Action: acquisition
Counterparty: QBS System Limited
Closing: 2023-03-22

Exact text from the filing

On March 22, 2023, the Company consummated the Share Exchange. Pursuant to the terms and provisions of the Share Exchange Agreement, the Company acquired all of the issued and outstanding ordinary shares of QBS System in exchange for the Exchange Shares.

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59 governance changes filed in the last 30 days. Browse all governance changes →

FLYWHEEL ADVANCED TECHNOLOGY, INC. filing history →

Source: SEC EDGAR

accession 0001493152-23-008893

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