---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-008893"
form_type: "8-K"
ticker: "FWFW"
cik: "0001492617"
company_name: "FLYWHEEL ADVANCED TECHNOLOGY, INC."
filed_at: "2023-03-24T23:59:59+00:00"
generated_at: "2026-06-17T16:31:01.803339+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 Tech acquires QBS System Limited in share exchange; exits shell company status

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-23-008893
- form_type: 8-K
- ticker: FWFW
- cik: 0001492617
- company_name: FLYWHEEL ADVANCED TECHNOLOGY, INC.
- filed_at: 2023-03-24T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 5.02, 5.06, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1492617/000149315223008893/0001493152-23-008893-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1492617/000149315223008893/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-008893
- JSON: https://secwatch.observer/filing/0001493152-23-008893.json
- Plain text: https://secwatch.observer/filing/0001493152-23-008893.txt

## Key facts
- Governance Changes
  FLYWHEEL ADVANCED TECHNOLOGY, INC.: Company ceased to be a shell company as a result of Share Exchange.
  - Change: shell status
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1492617/000149315223008893/0001493152-23-008893-index.htm
- M&A Transactions
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1492617/000149315223008893/0001493152-23-008893-index.htm

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