Item 1.02 Termination of a Material Definitive Agreement.
As
previously reported by Yangtze River Development Limited (the “Company”) on a Form 8-K filed with the Securities and
Exchange Commission (the ”SEC”) on October 6, 2016, November 23, 2016, on Form 10-Q filed with the SEC on October 24,
2016 and Amendment No. 8 to the Form S-1 registration statement on December 20, 2016, the Company, by and among Armada Enterprises
GP (“Armada”) and Wight International Construction, LLC (“Wight”), e
ntered
into (i) a Contribution, Conveyance and Assumption Agreement (“Contribution Agreement”) dated October 3, 2016, first
and second addendums, dated October 3, 2016 and November 30, 2016, respectively, and (ii) an Amended and Restated Limited Liability
Company Agreement dated November 16, 2016 (collectively with the Contribution Agreement, the (“Agreement”, whereby
the Company acquired 100 million preferred B membership units of Wight, which would ultimately convert into 100 million LP units
in Armada Enterprises LP. In exchange, the Company issued a $500 million convertible promissory note (“Note”) and 50,000,000
shares of the Company’s common stock to Wight. As a result of the Agreement and the conversion of the Note on November 17,
2016, Wight owns 100,000,000 shares of the Company’s common stock representing 36.73% of the Company’s voting power
and the Company owns 100 million preferred B membership units in Wight representing a 62.5% non-voting equity interest in Wight.
Under
the terms of the Agreement, at the first closing, Wight was required to provide an aggregate total of $200 million, including $50
million in working capital and $150 million in construction funding (the “Funding”) to the Company, by January 18,
2017. Wight did not provide the Funding on January 18, 2017 and the Company provided to Wight a “Notice of Default and Request
for Cure”. Wight proposed to provide $50 million in working capital funding on or before February 15, 2017 and secure $150
million in construction funding on or before March 15, 2017. Wight failed to provide the $50 million in working capital funding
as proposed by February 15, 2017. Therefore, the Company, on February 24, 2017 decided to terminate the Agreement for non-performance
by Wight. Pursuant to the Agreement, the termination thereof calls for the immediate return of the 100,000,000 shares of common
stock issued by the Company to Wight.
On
February 27, 2017, the Company issued a “Termination and Demand” letter to Wight which terminated the Agreement with
Wight and Armada and demanded the return of the 100,000,000 shares of common stock.
On March 1, 2017,
the 100,000,000 shares of the Company’s common stock have been canceled and returned by Wight. The 100,000,000 shares were
subsequently returned to the Company’s treasury.
The
Company reserves the right to pursue any further legal action with respect to Armada’s and Wight’s default under the
Agreement.