Current Report Filing (8-k)
August 11 2021 - 9:35AM
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):
August 11, 2021
SHENTANG INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada
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000-55973
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83-0610554
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification
No.)
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House 1E1, Zhuoyue Weigang North
Nanshan District, Shenzhen, P.R. China 518000
(Address of principal executive offices,
zip code)
(+86) 138-2887-0006
(Registrant’s telephone number, including
area code)
N/A
(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 the registrant under any of the following provisions (see General Instruction
A.2. below):
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☐
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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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Securities registered pursuant to Section 12(b)
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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None
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N/A
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N/A
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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. ☐
ITEM 1.01. Entry into A Material Definitive Agreement.
Stock Purchase Agreement
On August 11, 2021, Shentang International, Inc. (the “Company”)
entered into and closed the transaction contemplated by a stock purchase agreement (the “Stock Purchase Agreement”) by and
among the Company, VEZHONG LIMITED, a British Virgin Islands company, JW Asset Management Limited, a British Virgin Islands company (each,
a “Purchaser”, and together, the “Purchasers”), and Plentiful Limited, a Samoan company (the “Seller”),
the controlling shareholder of the Company. Pursuant to the Stock Purchase Agreement, Purchasers purchased 10,000,000 shares of preferred
stock (the “Shares”) of the Company from the Seller, among which VEZHONG LIMITED purchased 9,002,000 Shares and JW Asset Management
Limited purchased 998,000 Shares. The aggregate purchase price for the Shares set forth in the Stock Purchase Agreement is $250,000, or
$0.025, per share. Upon the closing, the full purchase price of $250,000 was paid to Seller. The Company’s common stock and preferred
stock have different voting rights whereby one share of common stock is entitled to one (1) vote and one share of preferred stock is entitled
to one hundred (100) votes. The Shares represent approximately 98% of the Company’s outstanding voting power as of the closing.
Accordingly, as a result of the transaction, VEZHONG LIMITED became the controlling shareholder of the Company.
Purchasers acquired the Shares and now each owns the following percentage
of the outstanding preferred stock of the Company:
Name
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Number of Shares
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Percent of Preferred Stock
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VEZHONG LIMITED
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9,002,000
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90.02
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%
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JW Asset Management Limited
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998,000
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9.98
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%
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Purchasers used their working capital to acquire the Shares. Purchasers
did not borrow any funds to acquire the Shares.
Prior to the closing, none of Purchasers was affiliated with the Company.
However, VEZHONG LIMITED will be deemed an affiliate of the Company after the closing as a result of its stock ownership interest in the
Company.
The foregoing description of the terms of the Stock Purchase Agreement
is qualified in its entirety by reference to the provisions of that document filed as Exhibit 10.1 to this report and incorporated by
reference herein.
ITEM 5.01. Changes in Control of Registrant.
Reference is made to the disclosure set forth under Item 1.01 of this
report, which disclosure is incorporated herein by reference. As a result of the closing of the stock purchase transaction, the control
of the Company has been transferred from Seller to VEZHONG LIMITED.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Shentang International, Inc.
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Dated: August 11, 2021
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By:
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/s/ Lei Xu
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Name:
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Lei Xu
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Title:
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President, Treasurer and Secretary
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