SECURITIES AND EXCHANGE
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (date of earliest event reported): June 3, 2021
Fountain Healthy Aging,
(Exact name of registrant as specified in its charter)
or other jurisdiction
Room 601, Bldg. E,
No. 1, Huabao Fubao China Street, Futian District
Shenzhen City, Guangdong Province
of principal executive offices)
Registrant’s telephone number, including area code +86 185
(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 registrant under
any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
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 ☒
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.
Securities registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
Item 1.01 Entry into a Material Definitive Agreement.
On August 16, 2021, Fountain Healthy Aging, Inc. (the “Company,”
“we,” “our”) entered into a Share Exchange Agreement (the
“Agreement”) with certain equity owners (the “Sellers”) of Shenzhen
Nainiang Wine Industrial Co., Ltd., a company incorporated and
operating in the People’s Republic of China (the “Target Company”),
pursuant to which, among other things and subject to the terms and
conditions contained therein, the Company issued a total of
9,281,577 shares of the Company’s common stock (the “Exchange
Shares”) to the Sellers in exchange for the Sellers, on June 3,
2021 and pursuant to a separate contract described in Item 2.01 of
the Current Report on Form 8-K, transferring to the Company’s
wholly-owned subsiary, Shenzhen Wei Lian Jin Meng Electronic
Commerce Limited (“Shenzhen Wei Lian”), 99% of the total issued and
outstanding equity (the “Transferred Equity”) of Shenzhen Nainiang
Wine Industrial Co., Ltd., a company incorporated and operating in
the People’s Republic of China (the “Target Company”) (both the
transfer of the Transferred Equity and the issuance of the Exchange
Shares, the “Acquisition”).
Pursuant to the Agreement, the Company will issue the Exchange
Shares to the Sellers. The Exchange Shares will be allocated among
the Sellers pro-rata based on each Seller’s ownership of the Target
Company prior to the Acquisition.
The Agreement contains a number of representations and warranties
made by the Target Company and the Sellers, which in certain cases
are subject to specified exceptions and qualifications contained in
the Agreement. The representations and warranties are customary for
transactions similar to the Acquisition.
The Agreement is structured with a simultaneous closing, and the
Company issued the Exchange Shares on the same day as the parties
to the Agreement executed the Agreement. As such, the Agreement did
not include closing conditions, covenants or other protections for
the Company that would otherwise be included in a transaction which
included a closing period.
A copy of the Agreement is filed with this Current Report on Form
8-K as Exhibit 10.1 and is incorporated herein by reference, and
the foregoing description of the Agreement is qualified in its
entirety by reference thereto.
Item 2.01 Completion of Acquisition or Disposition of
On June 3, 2021, Shenzhen Wei Lian closed a transaction in which
the Sellers transferred to Shenzhen Wei Lian the Transferred
Equity, in exchange for the promise by Shenzhen Wei Lian to cause
the Company to issue the Exchange Shares to the Sellers on a pro
rata basis based on their percentage of ownership of the
The Acquisition resulted in Shenzhen Wei Lian becoming the owner of
99% of the Target Company’s total issued and outstanding equity.
For federal income tax purposes, it is intended that the
Acquisition qualify as a tax-free reorganization under the
provisions of Section 368(a) of the Internal Revenue Code of 1986,
as amended. The Acquisition was accounted for under merger
accounting under common control.
As a result of the Acquisition, the Company has now assumed the
Target Company’s business operations, and the Target Company is a
majority-owned subsidiary of the Company.
Among the Sellers is Ms. Zhu Hong, who is the Company’s sole
executive and board member, and who in connection with the
Acquisition, sold 48% of the Target Company in exchange for
receiving 4,500,159 of the Exchange Shares. To determine the amount
of Exchange Share to issue to the Sellers, the Company converted
the net asset value of the Target Company as of June 3, 2021 to US
Dollars, and then used a price per share for the Company’s common
stock of US$1.10.
A copy of the agreement by which the Transferred Equity was
transferred to Shenzhen Wei Lian is filed with this Current Report
on Form 8-K as Exhibit 10.2 and is incorporated herein by
reference, and the foregoing description of the Transaction is
qualified in its entirety by reference thereto.
The disclosures set forth in Item 1.01 “Entry into a Material
Definitive Agreement” are incorporated by reference into this Item
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure in Item 1.01 and Item 2.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item are attached hereto
as Exhibits 99.1 and 99.2 and incorporated herein by reference.
(b) Pro forma financial information.
The pro forma financial information required by this Item is
attached hereto as Exhibit 99.3 and incorporated herein by
Exchange Agreement by and among the Company, Shenzhen Nainiang Wine
Industrial Co., Ltd. and the Sellers dated August 16,
Acquisition Agreement by and among Shenzhen Wei Lian Jin Meng
Electronic Commerce Limited, Shenzhen Nainiang Wine Industrial Co.,
Ltd., and the Sellers dated June 2, 2021.
||Audited financial statements of Shenzhen Nainiang
Wine Industrial Co., Ltd., as of and for the year ended December
||Unaudited financial statements of Shenzhen
Nainiang Wine Industrial Co., Ltd., as of and for the six months
ended June 30, 2021 and June 30, 2020.
forma financial information.
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
HEALTHY AGING, INC.
Fountain Healthy Aging (PK) (USOTC:FHAI)
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