Attached files
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| EX-2.1 - ACQUISITION AGREEMENT - Sincerity Applied Materials Holdings Corp. | sbid_ex21.htm |
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): June 5,
2017
SYMBID CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-177500
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45-2859440
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Marconistraat 16
3029 AK Rotterdam, The Netherlands
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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+ 31 (0) 1 089 00 400
(Registrant’s
telephone number, including area code)
Not
applicable
(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 (see General Instruction A.2.
below):
□
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))
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains express or implied
forward-looking statements that are based on our management's
belief and assumptions and on information currently available to
our management. Although we believe that the expectations reflected
in these forward-looking statements are reasonable, these
statements relate to future events or our future operational or
financial performance, and involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
these forward-looking statements. In some cases, forward-looking
statements can be identified by terminology such as
“may,” “should,” “expects,”
“intends,” “plans,”
“anticipates,” “believes,”
“estimates,” “predicts,”
“potential,” “continue” or the negative of
these terms or other comparable terminology. These statements are
only predictions. You should not place undue reliance on
forward-looking statements because they involve known and unknown
risks, uncertainties and other factors, which are, in some cases,
beyond our control and which could materially affect results. You
should read this Report and the documents that we reference in this
Report and have filed with the Securities and Exchange Commission
as exhibits hereto completely and with the understanding that our
actual future results may be materially different from any future
results expressed or implied by these forward-looking statements.
The forward-looking statements in this Report represent our views
as of the date of this Report. We anticipate that subsequent events
and developments will cause our views to change. However, while we
may elect to update these forward-looking statements at some point
in the future, we have no current intention of doing so except to
the extent required by applicable law. You should therefore not
rely on these forward-looking statements as representing our views
as of any date subsequent to the date of this Report.
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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Acquisition Agreement
On June 5, 2017, Symbid Corp., a Nevada corporation (the
“Company,” “we,” “us” or
“our”) entered into an Acquisition Agreement (the
“Acquisition Agreement”), with Sincerity Australia Pty
Ltd, an Australia corporation (“SAPL”) and the sole
shareholder/member of SAPL (the “SAPL Shareholder”), as
a result of which we will acquire SAPL and will continue its
existing business operations.
SAPL is an Australia based supplier of high technology plastic
based solutions for the packaging industry.
The Acquisition Agreement provides that, upon the terms and subject
to the conditions therein, we will acquire all of the outstanding
capital stock of SAPL consisting of 10,000 Ordinary Shares (the
“Ordinary Shares”) from the SAPL Shareholder in
exchange for 45,210,076 post-split shares (the “Acquisition
Shares”) of our common stock, par value $0.001 per share (the
“Common Stock”) making SAPL a wholly owned subsidiary
of ours (the “Acquisition”). SAPL has no outstanding
securities other than the Ordinary Shares. Prior to the closing of
the Acquisition, we will effect a 60:1 reverse split of our Common
Stock (the “Reverse Split”) and change our name to
Sincerity Applied Materials Holdings Corp. (the “Name
Change”). The Reverse Split and the Name Change were approved
by our board of directors on May 1, 2017 and by stockholders
holding 80% of our outstanding voting stock on May 1, 2017 as
further described in our Definitive Information Statement on
Schedule 14C which we filed with the Securities and Exchange
Commission (the “SEC”) on May 4, 2017 and mailed to our
stockholders of record as of the close of business on May 1, 2017
commencing on May 5, 2017.
The Acquisition Agreement contemplates that the issuance of the
Acquisition Shares to the SAPL Shareholder in connection with the
Acquisition will be exempt from the registration requirements of
the Securities Act of 1933, as amended, pursuant to
Section 4(a)(2) thereof, which exempts transactions by an
issuer not involving any public offering, and Regulation D under
that section, and that these securities, when issued, may not be
offered or sold in the United States absent registration or an
applicable exemption from such registration requirements, and will
be subject to further contractual restrictions on transfer as
described in the Acquisition Agreement.
The Acquisition Agreement provides that at the Effective Time, our
current director, Korstiaan Zandvliet, will resign as director and
that our current officers, Korstiaan Zandvliet and Maarten van der
Sanden will resign from all offices they hold, and that our Board
of Directors will consist of three members: Zhang Yiwen (Chairman),
Nils Ollquist and Zhang Leping, and that Zhang Yiwen will be
appointed by our Board of Directors as our Chief Executive Officer,
Nils Ollquist as our Chief Financial Officer, and Simon Rees as our
Chief Operating Officer.
The Acquisition would be treated as a recapitalization and reverse
acquisition for our company for financial reporting purposes. SAPL
would be considered the acquirer for accounting purposes, and our
historical financial statements before the Acquisition would be
replaced with the historical financial statements of SAPL before
the Acquisition in future filings with the SEC. The Acquisition is
intended to be treated as a tax-free reorganization under
Section 351(a) of the Internal Revenue Code of 1986, as
amended.
The Acquisition, the Acquisition Agreement and the transactions
contemplated thereby have been unanimously approved by the boards
of directors of each of the Company and SAPL by written consent in
lieu of a meeting.
The SAPL Shareholder must approve the Acquisition as a condition to
closing. Consummation of the Acquisition is subject to other
customary conditions precedent, including, among others, the
absence of any material adverse changes with respect to
SAPL’s business and the Company’s business, as
applicable. There can be no assurance that any of such conditions
will be satisfied and therefore that the Acquisition will be
completed. If the Acquisition is not completed, we will continue
our existing business.
The Acquisition Agreement will automatically be terminated if the
closing of the Acquisition shall not have occurred by July 7, 2017;
and it may be terminated by the Company or SAPL under certain
specified circumstances.
All descriptions of the Acquisition Agreement herein are qualified
in their entirety by reference to the text thereof filed as Exhibit
2.1 hereto, which is incorporated herein by reference. The
Acquisition Agreement governs the contractual rights between the
parties in relation to the Acquisition and related transactions and
contains customary representations and warranties and pre- and
post-closing covenants of each party. The Acquisition Agreement is
not intended to be, and should not be relied upon as, making
disclosures regarding any facts and circumstances relating to the
Company or SAPL. The Acquisition Agreement is described in this
Current Report on Form 8-K and attached as Exhibit 2.1 hereto only
to provide investors with information regarding the terms and
conditions of the Acquisition Agreement, and, except for its status
as a contractual document that establishes and governs the legal
relationship among the parties thereto with respect to the
Acquisition, is not intended to provide any other factual
information regarding the Company or SAPL or the actual conduct of
their respective businesses during the pendency of the Acquisition
Agreement, or to modify or supplement any factual disclosures about
the Company contained in any of the Company’s public reports
filed with the SEC. The representations and warranties contained in
the Acquisition Agreement have been negotiated with the principal
purpose of establishing the circumstances under which a party may
have the right not to consummate the Acquisition if the
representations and warranties of the other party prove to be
untrue due to a change in circumstance or otherwise, and of
allocating risk between the parties, rather than establishing
matters as facts. These representations, warranties and covenants
were made as of specific dates and only for purposes of the
Acquisition Agreement, not for the benefit of any investors, and
are subject to important exceptions and limitations, including a
contractual standard of materiality different from that generally
relevant to investors, and are qualified by information in
confidential disclosure schedules that the parties exchanged in
connection with the execution of the Acquisition Agreement. The
parties reserve the right to, but are not obligated to amend or
revise the Acquisition Agreement. Accordingly, investors should not
rely on representations and warranties as characterizations of the
actual state of facts, or for any other purpose, at the time they
were made or otherwise.
This current report on Form 8-K is issued in accordance with Rule
135c under the Securities Act, and is neither an offer to sell any
securities, nor a solicitation of an offer to buy, nor shall there
be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits.
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Exhibit
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Description
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Acquisition
Agreement, dated as of June 5, 2017, by and among the Company,
Sincerity Australia Pty Ltd and the sole shareholder/member of
Sincerity Australia Pty Ltd.
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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.
SYMBID
CORP.
Date: June
9, 2017
By: /s/ Korstiaan
Zandvliet
Name: Korstiaan
Zandvliet
Title: President