NEWS.
On October 26th, 2021, Hammer Technology Holdings, (Formally Hammer Fiber Optics Holdings Corp). a Nevada corporation (the "Company" or "HMMR") entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Telecom Financial Services Ltd., a Delaware corporation ("TFS-LTD"), and the controlling stockholders of TFS-LTD (the "TFS Shareholders"). Pursuant to the Share Exchange Agreement, the Company will acquire 5,000,000 shares of common stock of TFS-LTD from the TFS shareholders (the "TFS-LTD Shares") and in exchange the Company shall issue to the TFS Shareholders 5,000,000 restricted shares of its common stock (the "HMMR Shares"). As a result of the Share Exchange Agreement, TFS-LTD shall become a wholly owned subsidiary of the Company. The Share Exchange Agreement contains customary representations, warranties and conditions to closing.
Name Change
As a result of the Share Exchange, the Company will change the name of TFS-LTD to HammerPay (USA) Ltd (the "Name Change"), effective upon approval by the Delaware Division of Corporations.
Exchange Ratio
On the effective date of the Share Exchange, the total number of shares of Common Stock held by each stockholder in the stock of TFS-LTD will be converted into an equal number of shares of Common Stock of the Company.
Non Dilution
The transactions contemplated under this Share Exchange Agreement shall be non-dilutive to the shareholders of the company as the shares of the company's common stock issued hereunder to the TFS Shareholders shall be issued out of prior reserved acquisition treasury stock of the Company
Description of Transaction
The foregoing provides only a brief descriptions of the material terms of the Share Exchange Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the forms of the Share Exchange Agreement filed as Exhibit 99.1 to this Current Report on Form 8-K, and are incorporated herein by reference.
