Fintech Scion Ltd: M&A transaction — HWGC completes share exchange acquisition of HWGG Capital; control transferred to HWGG shareholders

Fintech Scion Ltd

Issued 91,666,667 shares to HWGG Capital shareholders; they now own ~97.5% of HWGC.
Mr. Lim Chun Hoo holds 51,922,257 shares (~53.5%) becoming controlling shareholder.
Labuan FSA approval (Nov 11) requires eliminating deficit within 12 months and disposing unprofitable subs.
Parties waived SEC registration condition; shares issued as restricted, exempt under Section 4(a)(2)/Reg S.
Acquired company financials and pro forma info to be filed by amendment within 71 days.

item 2.01 item 3.02 item 5.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

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

Fintech Scion Ltd completed an acquisition involving all of the shareholders of HWGG Capital (closed 2022-11-15).

Action: acquisition
Counterparty: all of the shareholders of HWGG Capital
Closing: 2022-11-15

Exact text from the filing

On November 15, 2022, HWGC Holdings Limited, a Nevada corporation (the “ Company ”), consummated the share exchange transaction (the “ Share Exchange ”) contemplated by the Share Exchange Agreement, dated July 21, 2022 (the “ Share Exchange Agreement ”), by and among the Company, HWGG Capital P.L.C., a Labuan company (“ HWGG Capital ”), and all of the shareholders of HWGG Capital (the “ HWGG Shareholders ”). Pursuant to the terms and provisions of the Share Exchange Agreement, effective as of the closing (the “ Effective Time ”), the Company acquired all of the issued and outstanding ordinary shares of HWGG Capital (the “ HWGG Shares ”) from the HWGG Shareholders in exchange for an aggregate of 91,666,667 shares of common stock of the Company (the “ Exchange Shares ”), with each HWGG Shareholder receiving a pro rata portion of the Exchange Shares based upon the total number of HWGG Shares held by such HWGG Shareholder immediately prior to the Effective Time. As a result of the Share Ex

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Source: SEC EDGAR

accession 0001753926-22-001472

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