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 8, 2021
Wikisoft Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 000-56239 | 35-2675388 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
315 Montgomery Street San Francisco, CA |
94104 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800)-706-0806
|
______________________ (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 (17CFR 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
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 [X]
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. [ ]
SECTION 5 – Corporate Governance and Management
| Item 5.01 | Changes in Control of Registrant |
On July 8, 2021, Saqoia Corp. agreed to donate 72,895,078 shares of common stock in the Company to Modern Art Foundation Inc. (“Modern Art”). Terje Aarbogh is the beneficial owner of Modern Art.
As a result of this transaction, there has been a change in control of the Company. The 72,895,078 shares transferred amounts to 80% of the outstanding shares in our Company. Consequently, Mr. Aarbogh is now able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.
There are no arrangements known to the Company, the operation of which may, at a subsequent date, result in a change in control of the Company.
There are no arrangements or understandings among Saqoia Corp., Modern Art, and their associates with respect to election of directors or other matters.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information known to us regarding beneficial ownership of our capital stock for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial owner of more than ten percent (5%) of our capital stock. The percentage of beneficial ownership in the table below is based on 90,989,265 shares of common stock deemed to be outstanding as of July 6, 2021.
| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percentage of Beneficial Ownership(2) | |||||
| Directors and Officers: | |||||||
| Paul Quintal | 0 | 0% | |||||
| Carsten Falk | 500,000 | 0.55% | |||||
| All executive officers and directors as a group (2 persons) |
500,000 | 0.55% | |||||
| 5% Holders | |||||||
| Terje Aarbogh(3) | 72,895,078 | 80% | |||||
| Rasmus Refer(4) | 7,000,000 | 7.7% | |||||
| (1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding. | |
| (2) | Based upon 90,989,265 common shares issued and outstanding.
| |
| (3) | Shares held in Modern Art in which Mr. Aabogh has voting and dispositive control.
| |
| (4) | 3,500,000 shares held in Mr. Refer’s name and 3,500,000 shares held in Wikisoft Holdings in which Mr. Refer has voting and dispositive control. |
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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.
Wikisoft Corp.
/s/ Carsten Kjems Falk
Carsten Kjems Falk
President
Date: July 13, 2021
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