UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
This Amendment amends the Current Report on Form 8-K of Strategic Acquisitions, Inc., (“STQN”, “we”, “us” or the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2022 (the “December 22 Current Report”), in which we reported, among other events, the execution of the Merger Agreement (as defined below).
This Amendment reports events as of the filing date of the December 22 Current Report and does not reflect events that may have occurred subsequent to the original filing date, and except as described above, no other changes have been made to the December 22 Current Report.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective December 22, 2022, we and STQN Sub, Inc., our recently formed wholly owned subsidiary (“STQN Sub”) entered into and consummated an Agreement and Plan of Merger (the “Merger Agreement”) with Exworth Union Inc (“Exworth Union”) and the owners of all of its outstanding shares of capital stock — Exworth Management LLC (“Exworth Management”) and World Class Global Technology PTE. LTD. (“World Class,” collectively with Exworth Management, the “Stockholders”). Pursuant to the Merger Agreement, Exworth Union merged with and into STQN Sub, with Exworth Union being the surviving corporation and becoming our wholly owned subsidiary (the “Merger”).
To effectuate the Merger, we filed a certificate of merger with the Secretary of State of the State of Delaware on December 22, 2022 (the “Certificate of Merger”). A copy of the Certificate of Merger as acknowledged by the Secretary of State of the State of Delaware is filed as Exhibit 3.2 hereto.
The foregoing description of the Merger Agreement and the transactions and documents contemplated thereby, is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which was filed with the December 22 Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Prior to entering into the Merger Agreement, Exworth Management and Exworth Union entered into an exclusive platform license and services agreement (the “License Agreement”), confirming the terms of their previous oral agreement. The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
One of the Stockholders of Exworth Union, World Class Global Technology PTE. LTD., was incorrectly referred to as World Class Global Technology LLC in the December 22 Current Report and was incorrectly referred to as World Class Technology LLC in the Merger Agreement.
Exhibit No. |
Description | |
| 3.2 | Certificate of Merger filed with the Delaware Secretary of State dated December 22,2022 (1) | |
| 10.4 | Exclusive Platform License and Services Agreement (1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
(1) Filed herewith
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.
| Strategic Acquisitions, Inc. | ||
| Date: January 3, 2023 | By: | /s/ John P. O’Shea |
| John P. O’Shea, President | ||