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.
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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.
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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
Exhibit No. Description
2.1 Asset Purchase Agreement
3.1 Certificate of Correction filed with the State of Delaware July 27, 2020.
10.1 Mutual Rescission and Release Agreement
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