---
schema_version: "secwatch.filing_event.v1"
accession: "0001753926-22-001472"
form_type: "8-K"
ticker: null
cik: "0001623590"
company_name: "Fintech Scion Ltd"
filed_at: "2022-11-15T23:59:59+00:00"
generated_at: "2026-06-21T18:32:53.231522+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# HWGC completes share exchange acquisition of HWGG Capital; control transferred to HWGG shareholders

## Summary
- 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.

## SEC filing metadata
- accession: 0001753926-22-001472
- form_type: 8-K
- cik: 0001623590
- company_name: Fintech Scion Ltd
- filed_at: 2022-11-15T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 2.01, 3.02, 5.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1623590/000175392622001472/0001753926-22-001472-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1623590/000175392622001472/g083266_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001753926-22-001472
- JSON: https://secwatch.observer/filing/0001753926-22-001472.json
- Plain text: https://secwatch.observer/filing/0001753926-22-001472.txt

## Key facts
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1623590/000175392622001472/0001753926-22-001472-index.htm

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