Item 1.01 Entry into a Material Definitive Agreement.
On
The Company is acquiring
The Merger Agreement contains customary conditions, including, among others (i)
the absence of any law or order prohibiting the closing, (ii) subject to certain
exceptions, the accuracy of representations and warranties and performance of
covenants, and (iii) the effectiveness of the registration statement for the
Company common stock to be issued in the Merger. The Company and
The foregoing is only a brief description of the material terms of the Agreement and Plan of Merger and Reorganization, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the Agreement filed as Exhibit 4.1, to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. Pursuant to the Merger Agreement we issued 275,000,000 shares of our common stock to the New Stream shareholders, their affiliates or assigns, in exchange for 100% of the outstanding shares of New Stream.
These securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the Conventions Shareholders agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description 4.1 Agreement and Plan of Merger and Reorganization amongClean Coal Technologies, Inc. ,NewStream Acquisition Corp. , andNewStream Energy Technology Group, Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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