Item 1.01 Entry into a Material Definitive Agreement.
On May 8, 2020, BAJA CUSTOM DESIGN, INC. ("we", "us" or the "Company"), executed
a Share Exchange Agreement ("the "Share Exchange Agreement") with Luduson
Holding Company Limited, a private limited company organized under the laws of
the British Virgin Islands ("LH"), and shareholders holding 100% of the issued
and outstanding securities of LH (collectively, the "LH Shareholders"). Pursuant
to the Share Exchange Agreement, we purchased 10,000 ordinary shares of LH (the
"LH Shares"), representing 100% of the issued and outstanding ordinary shares of
LH. As consideration, we agreed to issue to the LH Shareholders 10,000,000
shares of our common stock, at a value of US $0.10 per share, for an aggregate
value of US$1,000,000 (the "Shares"). The parties are entitled to terminate the
Share Exchange Agreement if closing has not occurred on or prior to August 1,
2020. The consummation of the transactions contemplated in the Share Exchange
Agreement is subject to normal and customary conditions precedent including,
without limitation, satisfactory due diligence of LH by the Company. It is our
understanding that the LH Shareholders are not U.S. Persons within the meaning
of Regulations S. Accordingly, the Shares will be sold pursuant to the exemption
provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and
Regulation S promulgated thereunder. The foregoing description of the Share
Exchange Agreement is qualified in its entirety by reference to the Share
Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report and
incorporated herein by reference.
tem 9.01. Financial Statements and Exhibits.
Exhibit
Number Description of Exhibit
10.1 Share Exchange Agreement, dated May 8, 2020, by and between Baja Custom
Design, Inc., Luduson Holding Company Limited and certain shareholders
of Luduson Holding Company Limited.
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