M&A - HALLMARK VENTURE GROUP, INC.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000164117225010672

Filing Summary: On May 12, 2025, Hallmark Venture Group, Inc. entered into a Membership Interest Assignment Agreement with Evan Bloomberg, assigning 100% of its membership interest in Jubilee Intel, LLC in exchange for Bloomberg transferring 100,000 Series A Preferred Shares of Hallmark to Selkirk Global Holdings, LLC. This transaction results in Jubilee Intel, LLC no longer being a wholly-owned subsidiary of Hallmark. Additionally, a Release Agreement was signed to set terms with Nicosel, LLC, Hallmark's largest creditor. Following this, a change in control occurred as Selkirk Global Holdings, controlled by the sole director Paul Strickland, acquired the Series A Preferred Shares. On May 2, 2025, Evan Bloomberg removed Paul Strickland and Nicholas Cardosi from the board and subsequently nominated Strickland back and appointed him as President and Secretary on May 12, 2025, before Bloomberg resigned from all positions.

Form Type: 10-K

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000164117225000860

Filing Summary: Hallmark Venture Group, Inc. has finalized a merger with Jubilee Intel, LLC, effective September 26, 2024. Under the terms of the merger, Hallmark acquired all ownership interests of Jubilee in exchange for 100,000 shares of Series A Preferred Stock. This strategical move is expected to enhance Hallmark's market presence and operational capabilities by integrating Jubilee's advanced SEM platform which leverages machine learning and AI for automation in digital advertising. Both companies are positioned to benefit from capital market access that this merger provides, facilitating potential growth and expansion. Furthermore, Hallmark outlines its history including prior changes in its corporate name and structure since its inception in 1995, which reflects its evolving business strategy over time. The document emphasizes Hallmark’s role as a smaller reporting company with lesser obligations under the Sarbanes-Oxley Act, being classified as an emerging growth company, thus maintaining a flexible approach in its supervisory and operational strategies going forward.