AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of Earliest Event Reported) January 25, 2021
Name of Registrant as Specified in its Charter)
or other jurisdiction
SE 36th Street, Suite 100, Bellevue, WA 98006
of principal executive offices) (zip code)
telephone number, including area code (425) 818-0560
name or former address, if changed since last report.)
Sam Schmutte, Esq.
S. Pennsylvania St., Ste 700
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 (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
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:
of each class
of each exchange on which registered|
Stock, par value $0.0001 per share
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 305 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
growth company [ ]
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. [ ]
1.01 Entry into a Material Agreement
Exchange Agreement. On January 22, 2021, TraQiQ, Inc. (the “Company”) entered into a Share Exchange Agreement
(the “Share Exchange Agreement”) with Rohuma, LLC, a Delaware limited liability company (“Rohuma”),and
its members (the “Rohuma Members”) whereby the Rohuma Members agreed to exchange all of their respective membership
interests in Rohuma in exchange for 4,292,220 shares of commons stock of the Company (“Shares”), subject to certain
conditions as set forth in the Share Exchange Agreement. The Rohuma Members will each be allocated their respective Shares on
a pro rata basis based on their respective holdings in Rohuma.
foregoing description of the Share Exchange Agreement is qualified in its entirety by reference to the Share Exchange Agreement,
a copy of which is attached hereto as Exhibit 10.1 and incorporated into this Item 1.01 by reference.
3.02: Unregistered Sales of Equity Securities
As described above in Item 1.01, we agreed to issue the Shares to the Rohuma Members in exchange for all of their respective membership
interests in Rohuma.
the sale and issuance of the Shares, no general solicitation was made either by the Company or by any person acting on our behalf.
The transactions were privately negotiated and did not involve any kind of public solicitation. No underwriters or agents were
involved in the foregoing sales and issuances and the Company paid no underwriting discounts or commissions. The securities were
acquired for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof, and contains
customary restrictions on transfer. The issuances of the securities are exempt from registration under the Securities Act of 1933,
as amended, by virtue of Section 4(a)(2) thereunder, as a transaction by an issuer not involving any public offering.
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise
include the words “believes,” “expects,” “anticipates,” “intends,” “projects,”
“estimates,” “plans,” “may increase,” “forecast” and similar expressions or future
or conditional verbs such as “will,” “should,” “would,” “may” and “could”
are generally forward-looking in nature and not historical facts. Forward-looking statements are based on management’s current
expectations or beliefs about the Company’s future plans, expectations and objectives. These forward-looking statements
are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from
those projected in these forward-looking statements and other risk factors that may be described from time to time in the Company’s
filings with the Securities and Exchange Commission. Readers of this release are cautioned not to place undue reliance on forward-looking
statements contained herein, which speak only as of the date stated, or if no date is stated, as of the date of this Current Report.
The Company undertakes no obligation to publicly update or revise the forward-looking statements contained herein to reflect changed
events or circumstances after the date of this release, unless required by law.
9.01 Financial Statements and Exhibits.
Statements of Businesses Acquired.|
Company intends to file the financial statements of Rohuma required by Item 9.01(a) as part of an amendment to this Current Report
on Form 8-K not later than 71 calendar days after the date of this Current Report on Form 8-K is required to be filed. The significance
tests related to the 3-05 have been reviewed and it was determined that the acquisition failed to meet any of the requirements
for historical financial statements for Rohuma and that the Company has provided the pro forma financial statements as required
as an exhibit to the 8-K.
forma Financial Information.|
Company intends to file the pro forma financial information required by Items 9.01(b) as part of an amendment to this Current
Report on Form 8-K not later than 71 calendar days after the date of this Current Report on Form 8-K is required to be filed.
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 hereunder duly authorized.
January 25, 2021