Traqer Corp.
(“we”, “us”, “our”, the “Company” or the “Registrant”)
was incorporated on April 4, 2014 under the laws of the state of Nevada to become a future provider of a cloud-based, volunteer tracking software solution aimed for organizations, non-profits and corporations. Since inception, our operations have been limited to forming the Company and raising capital resources. We have only generated nominal revenues to date.
On July 31, 2017, the then major stockholders of the Company owning a total of 86.78% of the issued and outstanding shares of common stock of the Company sold all of their shares to a group of buyers, resulting in a change of control of the Company. As a result of such change of control, the Company ceased operations and was re
organized as a vehicle to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation.
We have so far identified a target company and conducted due diligence investigation of the target company.
On November 27, 2017, we entered into an exchange agreement with Donggao International Group Shares Limited, a Seychelles International Business Company (“Donggao”), and holders of all outstanding capital stock of Donggao. Pursuant to terms of such exchange agreement, we will acquire 100% of the outstanding capital stock of Donggao, and in exchange, we will issue to the former shareholders of Donggao, an aggregate of 300,000,000 shares of the Company’s common stock. Following the exchange transaction, Donggao will become our wholly-owned subsidiary. We expect to close the exchange transaction as soon as possible upon satisfaction or waiver of all closing conditions but in no event later than the earlier of (i) 180 days after the date of the exchange agreement and (ii) 30 days after satisfaction or waiver of all closing conditions.
We, however, cannot make any assurances that the exchange transaction will be consummated. If it fails to consummate, our business purpose will be to continue to seek the acquisition of, or merger with, an existing company. The Company selected August 31 as its fiscal year end.
The Company qualifies as a “shell company” under Rule 12b-2 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act because it currently has no or nominal assets (other than cash) and no or nominal operations.
In addition, the Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Exchange Act to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.
The Company has also elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
We will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our revenues exceed $1 billion, (2) the date on which we issue more than $1 billion in non-convertible debt in a three year period, (3) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement filed pursuant to the Securities Act, or (4) when the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.
The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company. As of this date, as discussed above, the Company has entered into a definitive exchange agreement with
Donggao and all of its current shareholders. In
seeking, identifying, analyzing and participating in this potential business combination opportunity with
Donggao,
the Company has considered the following kinds of factors:
(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;
(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
(c) Strength and diversity of management, either in place or scheduled for recruitment;
(d) Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
(e) The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
(f) The extent to which the business opportunity can be advanced; and
(g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.
In applying the foregoing criteria, none of which is controlling, management has analyzed all factors and circumstances and made a determination based upon reasonable investigative measures and available data. The fact that the target business opportunity with
Donggao
occurs in a different industry has made the task of comparative investigation and analysis of such business opportunity difficult and complex. Due to the Company’s limited capital available for investigation, the Company may not have discovered or adequately evaluated adverse facts about the potential acquisition opportunity with
Donggao
. In evaluating the contemplated acquisition of Donggao, we have conducted an extensive due diligence review of Donggao. Our due diligence has encompassed, among other things, meetings with the Donggao’s incumbent management and inspection of its facilities, review of legal, financial and other information about Donggao which has been made available to us. This due diligence review was conducted by our management and unaffiliated third parties that we engaged, including attorneys, accountants and consultants.
If the contemplated acquisition of Donggao fails to consummate, we will continue to seek other available business combination and reverse merger opportunities. Such potentially available business opportunities may occur in different industries and at various stages of development, and the Company has unrestricted flexibility in seeking, analyzing and participating in such potential business opportunities. In evaluating the next prospective business combination, we will continue to apply the aforementioned criteria and attempt to conduct as extensive a due diligence review of the potential target as possible given the lack of information which may be available regarding private companies, our limited personnel and financial resources and the inexperience of our management with respect to such activities.
The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. The amount of time it takes to complete a business combination, the location of the target company and the size and complexity of the business of the target company are all factors that determine the costs associated with completing a business combination transaction. Any costs incurred with respect to evaluation of a prospective business combination that is not ultimately completed will result in a loss to us. Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated with the target business seeking our participation.
Competition
In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous “public shell” companies either actively or passively seeking operating businesses with which to merge in addition to a large number of “blank check” companies formed and capitalized specifically to acquire operating businesses. Additionally, we are subject to competition from other companies looking to expand their operations through the acquisition of a target business. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. Our ability to compete in acquiring certain sizable target businesses is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business.
Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities with a business objective similar to ours to acquire a target business on favorable terms.
If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. Many of our target business’ competitors are likely to be significantly larger and have far greater financial and other resources than we do. Some of these competitors may be divisions or subsidiaries of large, diversified companies that have access to financial resources of their respective parent companies. Our target business may not be able to compete effectively with these companies or maintain them as customers while competing with them on other projects. In addition, it is likely that our target business will face significant competition from smaller companies that have specialized capabilities in similar areas. We cannot accurately predict how our target business’ competitive position may be affected by changing economic conditions, customer requirements or technical developments. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively.
Form of Acquisition
The manner in which the Company participates in an acquisition or merger opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.
The stockholders of the Company will likely not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Company’s directors may resign and one or more new directors may be appointed without any vote by stockholders.
As stated above, the potential acquisition of Donggao has been structured as a share exchange transaction pursuant to which all existing shareholders of Donggao will be issued common stock of the Company in exchange for all of their shares in Donggao. On November 2, 2017, the Company amended its articles of incorporation to
increase the number of its authorized shares of common stock from 200,000,000 shares to 2,000,000,000 shares so that it has a sufficient number of authorized but unissued shares of common stock to effect the exchange transaction with Donggao.
Employees
We presently have no employees apart from our management. Our officer and director has devoted substantial time to our business in identifying and analyzing the potential acquisition opportunity with Donggao. We expect no significant changes in the number of our employees other than such changes incident to the contemplated business combination with Donggao or the next target company.
Corporation Information
Our principal executive office is located at
No.7, Xiang’an Road, Dongsheng County, Zhongshan, Guangdong Province, China 528400
and our telephone number is
(86) 0760-22826604.
Available Information
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents with the SEC under the Exchange Act. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC’s Office of Investor Education and Advocacy at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy, and information statements and other information regarding issuers, including Traqer Corp., that file electronically with the SEC. The public can obtain any document we file with the SEC at www.sec.gov.