Current Report Filing (8-k)
June 21 2021 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
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): June 17, 2021
ODENZA
CORP.
(Exact
name of Registrant as specified in its charter)
Nevada
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000-54301
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None
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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22/F,
WANCHAI CENTRAL BUILDING
89
LOCKHART ROAD,
WAN
CHAI,
HONG KONG
(Address
of principal executive offices)
(852)
9027-2707
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any
of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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: None
Securities
registered pursuant to Section 12(g) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, $.001 par value
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ODZA
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N/A
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ITEM
1.01. Material Definitive Agreement
On
June 17, 2021 ODENZA Corp. (hereinafter “ODZA”) entered into a binding letter of intent (the “LOI”) for the purpose
of doing a Share Exchange Agreement (“the Agreement”) to acquire Adventure Air Race Company Limited (“AARC”),
a Nevada corporation. The acquisition is subject to (i) the consent of a majority ODZA’s shareholders and to the consent of each
of AARC’s shareholders, and (ii) the completion of a two-year audit of AARC.
The
Share Exchange Agreement will result in a change of control. The Share Exchange Agreement contains, among other things, representations
and warranties of the aforementioned Parties and covenants of the companies and the shareholders of AARC. Among other terms, ODZA will
own all of the equity of AARC, equaling 130,329,341 shares of AARC’s stock, and representing all of its issued and outstanding
shares. The AARC shareholders (the “Shareholders”) will own 84,000,000 newly issued shares of common stock of ODZA (the Common
Stock”) representing approximately 95.82% of ODZA’s outstanding shares of Common Stock. As the result, AARC will hold no
common shares of ODZA, as the wholly owned subsidiary of ODZA.
ITEM
9.01. Exhibits
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ODENZA
CORP
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Date:
June 21, 2021
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By:
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/s/
LEUNG CHI PING
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LEUNG
CHI PING
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Chief
Executive Officer, President and Chairman
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