8-K 1 weconnect_8k.htm FORM 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 18, 2019 (March 18, 2019)

 

WECONNECT TECH INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-52879    39-2060052
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)  

(IRS Employer

Identification No.)

 

1st Floor, Block A, Axis Business Campus

No. 13A & 13B, Jalan 225, Section 51A

46100 Petaling Jaya

Selangor, Malaysia

   
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +60 17 380 2755
 
     
  (Former name or former address, if changed since last report)  

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  ☐

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

 

   

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 18, 2019, the Issuer entered into a Share Exchange Agreement with GF Offshorre Sdn. Bhd., a private limited company organized under the laws of Malaysia (“GF”), and certain Investors pursuant to which the Issuer agreed to issue Ninety Million (90,000,000) shares of its common stock, par value $0.001, (the “WECT Shares”) to acquire Three Million Six Hundred Sixty Thousand (3,660,000) shares of the GF Ordinary Stock (representing up to 60% of the total issued and outstanding shares of GF Ordinary Stock) held by such Investors. GF is engaged in the business of supplying petroleum oil and gas products.

 

Under the terms of the Share Exchange Agreement, GF will be required to meet certain performance milestones during the two year period after closing. If GF fails to meet any performance milestone, a portion of the WECT Shares will be subject to clawback. Upon the closing of the share exchange, the Issuer will be required to appoint one independent director and a representative of GF to its board of directors.

 

The foregoing description of the Share Exchange Agreement is qualified in its entirety by reference to such agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   Share Exchange Agreement dated March 18, 2019, by and among WeConnect Tech International, Inc., GF Offshorre Sdn. Bhd. and certain Investors

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  WECONNECT Tech International, Inc.
Dated: March 18, 2019    
     
  By: /s/ Shiong Han Wee
    Shiong Han Wee
    Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

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