Current Report Filing (8-k)
July 27 2020 - 5:24PM
Edgar (US Regulatory)
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): July 20, 2020 (July 14, 2020)
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Token
Communities Ltd.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-55489
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81-3709511
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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136-20
38th Avenue, Suite 9C
Flushing,
NY 11354
(Address
of principal executive offices)(Zip Code)
(631)
397-1111
(Registrant’s
telephone number)
Sakthi
Global Holdings Ltd.
(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:
☐ 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))
Securities
registered pursuant to Section 12(b) of the Act: None.
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Not
Applicable
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Not
Applicable
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Not
Applicable
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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
July 14, 2020 Sakthi Global Holdings Ltd. (the “Company”) entered into an Asset Purchase Agreement (the “Asset
Purchase Agreement”) with American Software Capital, Inc. (“ASC”). Pursuant to the Asset Purchase Agreement,
in exchange for the issuance by the Company of 1,745,406,000 shares of Common Stock of the Company plus transfer of 3,499,799,467.37149
iRide Tokens owned by the Company to ASC, the Company acquired all technology and software code (and all copies of code) related
to or required to operate the “Lukki Exchange,” including all client lists, intellectual property related to the brand
“Lukki” (including files of art, logos, web designs, etc.) as well as ownership of the Lukki.io website and related
design codes. As a condition to the closing of the transactions contemplated in the Asset Purchase Agreement shareholders agreed
to cancel an aggregate of 174,540,600 shares of Common Stock of the Company, and the holders of the Company’s Series A,
B, C, D and E warrants agreed to the cancellation of all such warrants.
The
foregoing description of the Asset Purchase Agreement is a summary, does not purport to be complete, and is qualified in their
entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated by reference herein.
Item
1.02 Termination of a Material Definitive Agreement
On
June 20, 2019, the Company executed a Mutual Rescission and Release Agreement, mutually rescinding the previously disclosed Acquisition
and Exchange Agreement with Fortress Ventures LLC represented by Lalit Kumar Verma and with ABT Investments India Pvt Ltd represented
by Manickam Mahalingam, who together control 100% of the common shares of ABT Auto Investments Ltd., a private English company.
Pursuant to the Share Exchange and Acquisition Agreement, Messrs. Verma and Mahalingam were to exchange 96,001 shares of common
stock, representing 100% of the common shares of ABT Auto Investments Ltd for a total of 3,530,000,000 newly issued shares of
common stock of the Company. The Mutual Rescission and Release agreement executed and became effective as of June 20, 2019. As
a consequence of its execution and the rescinding of the Share Exchange and Acquisition Agreement, the Company will not issue
the 3,530,000,000 shares of common stock.
The
foregoing description of the Mutual Rescission and Release Agreement is a summary, does not purport to be complete, and is qualified
in their entirety by reference to the full text of the Mutual Rescission and Release Agreement, a copy of which is attached as
Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
July 14, 2020 the Company closed the transactions described in Item 1.01 above. Disclosure set forth under Items 1.01 and
1.02 above are incorporated by reference herein.
Item
5.01 Changes in Control of Registrant.
Pursuant
to the closing of the transactions set forth in the Asset Purchase Agreement, the Company issued 1,745,406,000 shares of Common
Stock to ASC. See disclosure set forth under Item 1.01 above which is incorporated by reference.
Item
5.02 Departure of Directors or Certain Officers Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
June 20, 2019, Manickam Mahalingam resigned as Director and Chairman, Lalit Verma resigned as President, Chief Executive Officer
and Director, and Deeraj Jain resigned as Chief Financial Officer and Director. On the same day, the board of directors appointed
Peter Maddocks as President, Chief Executive Officer, Chief Financial Officer, and Secretary, and Steven Knight as Chairman.
Pursuant
to the Asset Purchase Agreement, on July 14, 2020 Steven Knight resigned as an officer of the Company, and Peter Maddox resigned
as an officer of the Company (but will remain as a director of the Company). Also, on July 14, 2020 the Company named David Chen
as Chairman, President and Chief Executive Officer; Peter Yaugh Chen as Director and Chief Financial Officer; and Xiangru Lin
as Director.
David
Chen has served as Chief Operating Officer of XT Energy Group, Inc. from July 2018 to March
2020. He has served as Executive Director, President and Chief Executive Officer of ASC, since July 2017, as Executive Director
of Asia Pacific at Federal Aerospace Holdings Group, a general aviation development company since September 2015, as President
of Sino Tech Jiu-Ding Energy Development Co., Ltd., a shale oil technology company, since May 2016, and as President of Inner
Mongolia Aero Motor Group, a low-speed electric vehicle manufacturing company, since December 2017. He previously served as President
of American Franchise Development Group from May 1998 to March 2008, and as Property Claims Manager at Transtate Insurance Company,
a New York State Property & Casualty Insurer from June 1991 to July 1998. Mr. Chen received a master’s degree in Asian
Studies from St. John’s University and an Executive degree in business administration from Tuck School of Business at Dartmouth.
Mr. Chen obtained his bachelor’s degree in computer science from Southern Connecticut State University. Mr. Chen has received
numerous awards for his business achievement, such as Minority Retailer of the Year in 2006 by U.S. Department of Commerce, Minority
Business Development Agency, Overseas Chinese Model Businessman of the Year in 2006 by Republic of China (Taiwan), Businessman
of the Year in 2007 by National Republican Congressional Committee Business Advisory Committee.
Peter
Yaugh Chen served as the Vice President, Development Operations as well as director of Development Operations at MiMedia, Inc.
since 2014. Peter serves as Director and Executive Vice President of ASC. Peter is the brother of David Chen.
Xiangru
Lin served as the Chief Financial Officer of Federal Aerospace Holdings Group from 2017 to 2019, and as the Comptroller of Aero
Motors Group from 2017 to 2019. She is also the Chairwoman of Hainan Softbank Stem Cell Company in Boao, Hainan. Presently she
is the Chief Operating Officer and a Director of ASC. Xiangru Lin attended St. John’s University in New York in 2019 (a
certificate program), she graduated from Zhengzhou University in 2010.
Except
as disclosed above, our newly-appointed officers and directors have not had any material direct or indirect interest in any of
our transactions or proposed transactions over the last two years. At this time, we do not have any written employment agreements
or other formal compensation agreements with any of the officers and directors. Compensation arrangements with our new officers
and directors are the subject of ongoing discussion and we will make appropriate additional disclosures as they are further developed
and formalized. Except as disclosed above there are no family relationships between any of the foregoing appointees and any of
our directors or executive officers.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 24, 2020 the Company filed a Certificate of Correction with the State of Delaware amending the Company’s Certificate
of Incorporation to change the name of the Company to “Token Communities Ltd.”
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
July 14, 2020 shareholders collectively holding 193,934,000 shares of Common Stock of the Company (representing 55% of the then
outstanding shares of Common Stock of the Company), by written consent, approved the transactions contemplated by the Asset Purchase
Agreement as set forth above in Item 1.01.
Item
9.01 Financial Statements and Exhibits
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.
Date:
July 27, 2020
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By:
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/s/
David
Chen
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David
Chen
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President
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