Item 3.02 Unregistered Sales of Equity Securities.
At the Closing, the Company issued ?1 billion shares of Series A preferred stock, par value $0.00001 per share, and approximately 8.48 billion shares of common stock, par value $0.0001 per share? of the Company (the “Company Shares”) to the former stockholders of Golden Ally, and such Company Shares were issued with a restrictive legend that such shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are subject to transfer restrictions. The issuance of the Company Shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder.
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