Item 2.01. Completion of Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Merger dated
On
As a consequence of the Merger,
The current stock symbol for the Company's common stock is LXAM. A formal stock
symbol change for the Company will be effected following a filing with and
approval of
Pursuant to the Merger Agreement, each of the 28,053,167 shares of Worldwide common stock issued and outstanding prior to the Merger have been automatically converted into and exchangeable for an equivalent number of fully paid and non-assessable shares of Company common stock.
Also pursuant to the Merger Agreement, the officers and directors of the Company
prior to the Merger resigned on the effective date of the Merger. Also pursuant
to the Merger Agreement, and prior to her resignation, the sole director elected
Messrs.
Accordingly, as a consequence of the change in the Company's stock ownership and the change in the composition of the Company's Board of Directors, the Merger has resulted in a change of control of the Company.
The Merger Agreement is filed as an Exhibit to this Current Report on Form 8-K. The foregoing description of the Merger Agreement does not purport to be complete and is qualified by reference to the Merger Agreement.
A more substantive filing on Form 8-K will be made by the Company when all required financial statements are available.
Item 5.06. Change in Shell Company Status.
As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, the Company ceased being a shell company (as defined in Rule 12b-2 under the Exchange Act of 1934, as amended) on the effective date of the Merger.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger dated as ofMarch 23, 2020 , by and amongLux Amber, Corp. , aNevada corporation,Worldwide Specialty Chemicals Inc. , aDelaware corporation, andWSC Newco, Inc. , aDelaware corporation 2
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