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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):
January 30, 2024
Yijia Group
Corp.
(Exact Name of Registrant as Specified in its
Charter)
Nevada
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333-218733
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35-2583762 |
(State
of incorporation) |
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(Commission
File Number) |
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(IRS
Employer Identification No.) |
39
E Broadway, Suite 603, New York,
NY 10002
(Address of principal office)
+1-919-869-0279
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or former address if changed from
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class |
|
Trading
Symbol(s) |
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Name
of each exchange on which registered |
N/A |
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N/A |
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N/A |
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.
On January 30, 2024, Yijia Group Corp. (the “Company”)
entered into ten securities purchase agreements (the “Purchase Agreements”) in connection with its private offering (the “Offering”)
of the Company’s unregistered shares of common stock, par value $0.001, with a total of ten (10) investors, consisting of two (2)
U.S. accredited investors, as defined under Rule 501 of Regulation D, and eight (8) non-U.S. investors (individually, an “Investor”
and collectively, the “Investors”), at a purchase price of $0.05 per share. This Offering was being conducted on a rolling
basis and there was no minimum nor maximum offering amount to close this Offering. Each of the Purchase Agreements contained customary
representations, warranties and covenants by the parties, regularly applied under industry standards. Each of the Investors acknowledged
and agreed that any resale of the shares issued in connection with this Offering is subject to resale restrictions pursuant to the Securities
Exchange Act of 1934 and none of the shares purchased herein has been registered under the Securities Act of 1933, as amended. This Offering
was closed on January 30, 2024 and the Company raised an aggregate gross proceeds of $957,051 in this Offering.
The foregoing summary of the Purchase Agreements
is subject to and qualified in its entirety by the Purchase Agreements, forms of which are filed herein as Exhibit 10.1 and Exhibit 10.2
to this Current Report on Form 8-K and incorporated herein by reference.
The Company shall issue shares of its common stock
sold in this Offering in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act. The Company relied on
this exemption from registration for private placements based in part on the representations made by the U.S. Investors and non-U.S. Investors,
including the representations with respect to the U.S. Investors’ status as accredited investors, other Investors’ status
as non-U.S. investors and their investment intent.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated by reference
into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
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.
Date: February 5, 2024
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YIJIA
Group Corp. |
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By: |
/s/
Qiuping Lu |
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Qiuping Lu |
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Chief Executive Officer and Director
(Principal Executive Officer) |
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Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This SECURITIES
PURCHASE AGREEMENT (the “Agreement”) is dated as of January 30, 2024 by and among Yijia Group Corp., a Nevada company
(the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature
page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).
RECITALS
WHEREAS,
the Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from
securities registration afforded by Regulation D (“Regulation D”) as promulgated under the Securities Act of 1933 (the
“Securities Act”);
WHEREAS, the
Company is offering (the “Offering”) up to 1,900,000 shares of its common stock, par value $0.001 per share (the “Common
Stock”), at a purchase price of $0.05 per share to the Purchasers listed in Exhibit B, each of whom severally but not jointly
enters into this Agreement and makes representations and warranties hereunder;
WHEREAS,
each Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D, acquiring the Shares solely for its own
account for the purpose of investment;
NOW, THEREFORE,
IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
ARTICLE I
Purchase and Sale of the
Shares
Section 1.1 Purchase Price and Closing.
(a) Subject
to the terms and conditions hereof, the Company has agreed to issue and sell to the Purchaser and, in consideration of and in express
reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser has agreed to purchase
for $0.05 per share payable in the legal currency of the United States or China based on the currency exchange ratio set forth on the
signature page, such number of shares of common stock (each a “Share” and collectively the “Shares”)
for an aggregate price of listed on the signature page hereto (the “Purchase Price”).
(b) Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”)
shall take place at the offices of Sichenzia Ross Ference Carmel LLP, on the date of the occurrence of completion of and receipt by the
Company of the Purchase Price (the “Closing Date”).
(c) Subject
to the terms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to the Purchaser (i)
a statement report issued by its transfer agent or stock certificate(s) evidencing such number of Shares issued to the Purchaser, and
(ii) any other documents required to be delivered pursuant to this Agreement. On or before the time of the Closing, the Purchaser shall
have delivered its Purchase Price by wire transfer pursuant to the wire information contained in Exhibit C to this Agreement.
(d) The
Company may conduct the Closing on a rolling basis and the Offering has commenced from October 26, 2023 and shall terminate on January
30, 2024 unless the Company extends such offering period at its sole discretion.
ARTICLE II
Representations and Warranties
Section 2.1 Representations
and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to the Purchaser on behalf of itself,
its Subsidiaries (the “Subsidiaries”), as of the date hereof (except as set forth on the Schedule of Exceptions attached
hereto with each numbered Schedule corresponding to the section number herein), as follows:
(a) Organization,
Good Standing and Power and Shell Risk. The Company is a corporation duly incorporated or otherwise organized, validly existing and
in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and respectively, has the requisite
corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The
Company has minimum operations and bears a shell risk designation on the OTC market.
(b) Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery
and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been
duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or stockholders
is required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement
of, creditor’s rights and remedies or by other equitable principles of general application.
(c) Issuance
of Shares. The Shares to be issued at the Closing shall have been duly authorized by all necessary corporate action and when paid
for and issued in accordance with the terms hereof, shall be validly issued, fully paid and non-assessable.
(d) Commission Documents. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by it with the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) within the past two (2) years,
including filings incorporated by reference therein (the “Commission Documents”). The Company has not provided to the
Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, was required
to have been disclosed publicly by the Company but which has not been so disclosed, other than the transactions contemplated by this Agreement.
At the time of the respective filings, each Commission Document complied in all material respects with the requirements of the Exchange
Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations
applicable to such documents.
(e)
No Integration. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 2.2,
neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any securities or solicited any offers to buy any securities, under circumstances that would cause this Offering of the Shares
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any
such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any trading market on which any of
the securities of the Company are listed or designated.
Section
2.2 Representations and Warranties of the Purchaser. Each Purchaser, severally but not jointly, hereby makes the following
representations and warranties to the Company as of the date hereof:
(a)
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions
contemplated hereby and thereby or relating hereto do not and will not conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of any agreement, indenture or instrument or obligation to which such Purchaser is a party or by which its properties or
assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental
agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or
in the aggregate, have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform
any of its obligations under this Agreement, provided, that for purposes of the representation made in this sentence, such Purchaser is
assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.
(b)
Status of Purchaser. The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D.
The Purchaser further makes the representations and warranties to the Company set forth on Exhibit A. Such Purchaser is not required
to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer, nor an affiliate of
a broker-dealer.
(c)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to the Purchaser in reliance
upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is
relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of
the Purchaser to acquire the Shares.
(d)
Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or
governmental agency has passed upon or made any recommendation or endorsement of the Shares.
(e)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment
in the Shares and, at the present time, is able to afford a complete loss of such investment.
(f) General
Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Shares as a result of any advertisement,
article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.
(g) Access to Information. Such
Purchaser acknowledges that it has had the opportunity to review the transaction documents (including this Agreement, all exhibits and
schedules thereto) and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers
from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing
in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision
with respect to the investment.
ARTICLE III
OTHER AGREEMENTS OF THE PARTIES
Section
3.1 Transfer Restrictions.
| (a) | The Shares may only be disposed of in compliance with state and federal securities laws. |
| (b) | The Purchasers agree to the imprinting, so long as is required by this Section 3.1, of a legend on any
of the Shares in form substantially the same as the following: |
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS,
AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.”
(c) The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged
or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no
legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice
shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation
as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares.
(d) Each Purchaser, severally
and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Shares pursuant to either the registration
requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if
Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein,
and acknowledges that the removal of the restrictive legend the applicable Shares as set forth in this Section 3.1 is predicated upon
the Company’s reliance upon this understanding.
ARTICLE IV
Miscellaneous
Section 4.1 Fees and Expenses. Except as otherwise
set forth in this Agreement, each party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any,
and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
Section 4.2 Entire Agreement; Amendment. This Agreement
contains the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically
set forth herein, neither the Company nor any of the Purchaser makes any representations, warranty, covenant or undertaking with respect
to such matters and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged
herein. No provision of this Agreement may be waived or amended other than by a written instrument signed by the Company and the Purchaser,
and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver
is sought.
Section 4.3 Notices. All notices, demands, consents,
requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement
or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the
intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal
delivery service), (ii) if mailed certified or registered mail return receipt requested, two (2) business days after being mailed, (iii)
if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt
of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such
delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced
by the printed confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request,
instruction or other communication cannot be delivered because of a changed address of which no notice was given or the refusal to accept
same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the
notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other
communications will be sent to the following addresses or facsimile numbers as applicable:
If to the Company:
with copies (which shall not constitute notice) to:
If to Purchaser:
The address listed on Exhibit B
Any party hereto may from time
to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto.
Section 4.4
Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any
delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.
Section 4.5 Successors
and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the
Purchaser, as applicable, provided, however, that, subject to federal and state securities laws, a Purchaser may
assign its rights and delegate its duties hereunder in whole or in part to an affiliate or to a third party acquiring all or
substantially all of its Shares in a private transaction without the prior written consent of the Company or the other Purchaser,
after notice duly given by such Purchaser to the Company provided, that no such assignment or obligation shall affect the
obligations of such Purchaser hereunder and that such assignee agrees in writing to be bound, with respect to the transferred
securities, by the provisions hereof that apply to the Purchaser. The provisions of this Agreement shall inure to the benefit of and
be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Section 4.6
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York
without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another
jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be
drafted.
Section 4.7
Survival. The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and
the Closing hereunder for a period of three (3) years following the Closing Date.
Section 4.8
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts
have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation
of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature
were the original thereof.
Section 4.9
Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine
that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part
of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision,
or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum
extent possible.
Section 4.10
Individual Capacity. Each Purchaser enters into this Agreement on its own capacity, and not as a group with other Purchasers. Each
Purchaser, severally but not jointly, makes representations and warranties contained under this Agreement.
Section 4.11
Termination. This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and the Company.
[Remainder of Page Intentionally Left Blank; Signature Pages
Follow]
[Signature
Page of the Company]
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.
The Company:
Yijia Group Corp.
By: _________________________________
Name: Qiuping Lu
Title: CEO
[Signature Page of the Purchaser]
IN WITNESS WHEREOF, the Purchaser has
caused this Agreement to be duly executed individually or by its authorized officer or member as of the date first above written.
The Purchaser:
By: ______________________________
Name:
Number of Shares
Purchase: ______________________________________
Total Purchase Price:
($) _________________________________________
Purchase Price Per Share: $0.05
Address and Contacts of Purchaser:
Telephone:
Email:
EXHIBIT A
ACCREDITED INVESTOR QUESTIONNAIRE
The Purchaser warrants and
represents to the Company that he/she qualifies as an “accredited investor,” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the fact that the Purchaser meets the
following criteria at the time of the sale of the Securities to the Purchaser (Purchaser must initial the applicable categories below):
I. ACCREDITED INVESTOR STATUS
A.Individual
Investors: (Initial one or more of the following statements)
1.____I certify that
I am an accredited investor because I have had individual income (exclusive of any income earned by my spouse) of more than $200,000 in
each of the two most recent calendar years and I reasonably expect to have an individual income in excess of $200,000 for the current
year.
2.____I certify that
I am an accredited investor because I have had joint income with my spouse in excess of $300,000 in each of the two most recent calendar
years and I reasonably expect to have joint income with my spouse in excess of $300,000 for the current year.
3.____I certify that
I am an accredited investor because I have an individual net worth, or my spouse and I have a joint net worth, in excess of $1,000,000.
4.____I certify that
I am an accredited investor because I am a director, executive officer, or general partner of the issuer of the securities being offered
or sold, or any director, executive officer, or general partner of a general partner of that issuer.
B.Partnerships,
Corporations, Trusts or Other Entities: (Initial one of the following statements)
1. The undersigned hereby certifies
that it is an accredited investor because it is:
a.______any corporation,
partnership, or Massachusetts or similar business trust, not formed for the specific purpose of acquiring the securities offered, with
total assets in excess of $5,000,000;
b.______a trust with
total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed
by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks
of an investment in the securities offered as described in Rule 506(b)(2)(ii) under the Securities Act;
c.______an employee
benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, whose investment decisions are made by a plan
fiduciary, as defined in Section 3 (21) of such act, which is either a bank, savings and loan association, an insurance company or registered
investment adviser;
d.______a self-directed
employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, with investment decisions made solely
by persons that are accredited investors;
e.______an employee
benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 with total assets in excess of $5,000,000;
f.______any plan
established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees, with total assets in excess of $5,000,000;
g.______an organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;
h.______a private
business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
i.______any bank
as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A)
of the Securities Act whether acting in its individual or fiduciary capacity;
j.______any broker
or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
k.______any insurance
company as defined in Section 2(a)(13) of the Securities Act;
l.______any investment
company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of the Investment
Company Act of 1940;
m.______any Small
Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment
Act of 1958; or
2.____The undersigned
hereby certifies that it is an accredited investor because it is an entity in which each of the equity owners qualifies as an accredited
investor under items A(1), (2) or (3) or item B(1) above.
EXHIBIT B
LIST OF PURCHASERS
Name |
Address
|
ID |
Number of Share |
EXHIBIT C
Wire instruction
Name of the bank:
Account Number:
Routing number:
Name of the bank:
Account number:
Routing number:
Exhibit 10.2
SECURITIES PURCHASE AGREEMENT
This SECURITIES
PURCHASE AGREEMENT (the “Agreement”) is dated as of January 30, 2024 by and among Yijia Group Corp., a Nevada company
(the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature
page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).
RECITALS
WHEREAS, the
Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities
registration afforded by Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation S (“Regulation
S”) as promulgated under the Securities Act;
WHEREAS, the Company
is offering (the “Offering”) up to 17,241,020 shares of its common stock, par value $0.001 per share (the “Common
Stock”), at a purchase price of $0.05 per share to the Purchasers listed in Exhibit B, each of whom severally but not
jointly enters into this Agreement and makes representations and warranties hereunder;
WHEREAS, each
Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for its own account for the purpose
of investment;
NOW, THEREFORE,
IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
ARTICLE I
Purchase and Sale of the Shares
Section 1.1Purchase Price and Closing.
(a)
Subject to the terms and conditions hereof, the Company has agreed to issue and sell to the Purchaser and, in consideration of
and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser has agreed
to purchase for $0.05 per share payable in the legal currency of the United States or China based on the currency exchange ratio set forth
on the signature page, such number of shares of common stock (each a “Share” and collectively the “Shares”)
for an aggregate price of listed on the signature page hereto (the “Purchase Price”).
(b)
Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”)
shall take place at the offices of Sichenzia Ross Ference Carmel LLP, on the date of the occurrence of completion of and receipt by the
Company of the Purchase Price (the “Closing Date”).
(c)
Subject to the terms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to the
Purchaser (i) a statement report issued by its transfer agent or stock certificate(s) evidencing such number of Shares issued to the Purchaser,
and (ii) any other documents required to be delivered pursuant to this Agreement. On or before the time of the Closing, the Purchaser
shall have delivered its Purchase Price by wire transfer pursuant to the wire information contained in Exhibit C to this Agreement.
(d)
The Company may conduct the Closing on a rolling basis and the Offering has commenced on December 7, 2023 and shall terminate on
January 30, 2024 unless the Company extends such offering period at its sole discretion.
ARTICLE II
Representations and Warranties
Section 2.1 Representations
and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to the Purchaser on behalf of itself,
its Subsidiaries (the “Subsidiaries”), as of the date hereof (except as set forth on the Schedule of Exceptions attached
hereto with each numbered Schedule corresponding to the section number herein), as follows:
(a)
Organization, Good Standing, Power and Shell Risk. The Company is a corporation duly incorporated or otherwise organized,
validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and respectively,
has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.
The Company has minimum operations and bears a shell risk designation on the OTC market.
(b)
Corporate Power; Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery
and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been
duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company or stockholders
is required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement
of, creditor’s rights and remedies or by other equitable principles of general application.
(c)
Issuance of Shares. The Shares to be issued at the Closing shall have been duly authorized by all necessary corporate action
and when paid for and issued in accordance with the terms hereof, shall be validly issued, fully paid and non-assessable.
(d)
Commission Documents. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by it with the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) within the past two (2) years,
including filings incorporated by reference therein (the “Commission Documents”). The Company has not provided to the
Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, was required
to have been disclosed publicly by the Company but which has not been so disclosed, other than the transactions contemplated by this Agreement.
At the time of the respective filings, each Commission Document complied in all material respects with the requirements of the Exchange
Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations
applicable to such documents.
(e)
No Integration. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 2.2,
neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any securities or solicited any offers to buy any securities, under circumstances that would cause this Offering of the Shares
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any
such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any trading market on which any of
the securities of the Company are listed or designated.
Section
2.2 Representations and Warranties of the Purchaser. Each Purchaser, severally but not jointly, hereby makes the following
representations and warranties to the Company as of the date hereof:
(a)
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions
contemplated hereby and thereby or relating hereto do not and will not conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of any agreement, indenture or instrument or obligation to which such Purchaser is a party or by which its properties or
assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental
agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or
in the aggregate, have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform
any of its obligations under this Agreement, provided, that for purposes of the representation made in this sentence, such Purchaser is
assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.
(b)
Status of Purchaser. The Purchaser is a “non-US person” as defined in Regulation S. The Purchaser further makes
the representations and warranties to the Company set forth on Exhibit A. Such Purchaser is not required to be registered as a
broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer, nor an affiliate of a broker-dealer.
(c)
Reliance on Exemptions. The Purchaser understands that the Shares are being offered and sold to the Purchaser in reliance
upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is
relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of
the Purchaser to acquire the Shares.
(d)
Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or
governmental agency has passed upon or made any recommendation or endorsement of the Shares.
(e)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment
in the Shares and, at the present time, is able to afford a complete loss of such investment.
(f) General
Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Shares as a result of any advertisement,
article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.
(g) Access to Information. Such
Purchaser acknowledges that it has had the opportunity to review the transaction documents (including this Agreement, all exhibits and
schedules thereto) and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers
from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing
in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision
with respect to the investment.
ARTICLE III
OTHER AGREEMENTS OF THE PARTIES
Section
3.1 Transfer Restrictions.
| (a) | The Shares may only be disposed of in compliance with state and federal securities laws. |
| (b) | The Purchasers agree to the imprinting, so long as is required by this Section 3.1, of a legend on any
of the Shares in form substantially the same as the following: |
“THE
SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT
TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION
S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”
(c) The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Shares to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged
or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no
legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice
shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation
as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares.
(d) Each Purchaser, severally
and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Shares pursuant to either the registration
requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if
Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein,
and acknowledges that the removal of the restrictive legend the applicable Shares as set forth in this Section 3.1 is predicated upon
the Company’s reliance upon this understanding.
ARTICLE IV
Miscellaneous
Section 4.1 Fees and Expenses. Except as otherwise set
forth in this Agreement, each party shall pay the fees and expenses of its advisors, counsel, accountants and other experts, if any, and
all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
Section 4.2 Entire Agreement; Amendment. This Agreement
contains the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically
set forth herein, neither the Company nor any of the Purchaser makes any representations, warranty, covenant or undertaking with respect
to such matters and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged
herein. No provision of this Agreement may be waived or amended other than by a written instrument signed by the Company and the Purchaser,
and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver
is sought.
Section 4.3 Notices. All notices, demands, consents,
requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement
or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the
intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal
delivery service), (ii) if mailed certified or registered mail return receipt requested, two (2) business days after being mailed, (iii)
if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt
of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such
delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced
by the printed confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request,
instruction or other communication cannot be delivered because of a changed address of which no notice was given or the refusal to accept
same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the
notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other
communications will be sent to the following addresses or facsimile numbers as applicable:
If to the Company:
with copies (which shall not constitute notice) to:
If to Purchaser:
The address listed on Exhibit B
Any party hereto may from time to
time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto.
Section 4.4 Waivers.
No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be
a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any delay or omission
of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.
Section
4.5 Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the
Company or the Purchaser, as applicable, provided, however, that, subject to federal and state securities laws, a
Purchaser may assign its rights and delegate its duties hereunder in whole or in part to an affiliate or to a third party acquiring
all or substantially all of its Shares in a private transaction without the prior written consent of the Company or the other
Purchaser, after notice duly given by such Purchaser to the Company provided, that no such assignment or obligation shall
affect the obligations of such Purchaser hereunder and that such assignee agrees in writing to be bound, with respect to the
transferred securities, by the provisions hereof that apply to the Purchaser. The provisions of this Agreement shall inure to the
benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Section 4.6 Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving
effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.
This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
Section 4.7 Survival.
The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and the Closing hereunder
for a period of three (3) years following the Closing Date.
Section 4.8
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts
have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation
of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature
were the original thereof.
Section 4.9
Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine
that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part
of a provision of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision,
or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum
extent possible.
Section 4.10 Individual
Capacity. Each Purchaser enters into this Agreement on its own capacity, and not as a group with other Purchasers. Each Purchaser,
severally but not jointly, makes representations and warranties contained under this Agreement.
Section 4.11 Termination.
This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and the Company.
[Remainder of Page Intentionally Left Blank; Signature Pages
Follow]
[Signature
Page of the Company]
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.
The Company:
Yijia Group Corp.
By: _________________________________
Name: Qiuping Lu
Title: CEO
[Signature Page of the Purchaser]
IN WITNESS WHEREOF, the Purchaser has caused
this Agreement to be duly executed individually or by its authorized officer or member as of the date first above written.
The Purchaser:
By: ________________________________________
Name:
Number of Shares Purchase: ___________________________________
Total Purchase Price: ($) ______________________________________
Purchase Price Per Share: $0.05
Address and Contacts of Purchaser:
Telephone:
Email:
EXHIBIT A
NON U.S. PERSON REPRESENTATIONS
The Purchaser indicating that it is not a U.S. person,
severally and not jointly, further represents and warrants to the Company as follows:
| 1. | At the time of (a) the offer by the Company and (b) the acceptance of the offer
by such person or entity, of the Shares, such person or entity was outside the United States. |
| 2. | Such person or entity is acquiring the Shares for such Shareholder’s own
account, for investment and not for distribution or resale to others and is not purchasing the Shares for the account or benefit of any
U.S. person, or with a view towards distribution to any U.S. person, in violation of the registration requirements of the Securities Act. |
| 3. | Such person or entity will make all subsequent offers and sales of the Shares either
(x) outside of the United States in compliance with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant
to an available exemption from registration under the Securities Act. Specifically, such person or entity will not resell the Shares to
any U.S. person or within the United States
prior to the expiration of a period commencing on the Closing Date and ending on the date that is one year thereafter (the “Distribution
Compliance Period”), except pursuant to registration under the Securities Act or an exemption from registration under the Securities
Act. |
| 4. | Such person or entity has no present plan or intention to sell the Shares in the
United States or to a U.S. person at any predetermined time, has made no predetermined arrangements to sell the Shares and is not acting
as a Distributor of such securities. |
| 5. | Neither such person or entity, its Affiliates nor any Person acting on behalf of
such person or entity, has entered into, has the intention of entering into, or will enter into any put option, short position or other
similar instrument or position in the U.S. with respect to the |
Shares at any time after the Closing Date through the Distribution
Compliance Period except in compliance with the Securities Act.
| 6. | Such person or entity consents to the placement of a legend on any certificate
or other document evidencing the Shares. |
| 7. | Such person or entity is not acquiring the Shares in a transaction (or an element
of a series of transactions) that is part of any plan or scheme to evade the registration provisions of the Securities Act. |
| 8. | Such person or entity has sufficient knowledge and experience in finance, securities,
investments and other business matters to be able to protect such person’s or entity’s interests in connection with the transactions
contemplated by this Agreement. |
| 9. | Such person or entity has consulted, to the extent that it has deemed necessary,
with its tax, legal, accounting and financial advisors concerning its investment in the Shares. |
| 10. | Such person or entity understands the various risks of an investment in the Shares
and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment
in the Shares. |
| 11. | Such person or entity has had access to the Company’s publicly filed reports
with the SEC and has been furnished during the course of the transactions contemplated by this Agreement with all other public information
regarding the Company that such person or entity has requested and all such public information is sufficient for such person or entity
to evaluate the risks of investing in the Shares. |
| 12. | Such person or entity has been afforded the opportunity to ask questions of and
receive answers concerning the Company and the terms and conditions of the issuance of the Shares. |
| 13. | Such person or entity is not relying on any representations and warranties concerning
the Company made by the Company or any officer, employee or agent of the Company, other than those contained in this Agreement. |
| 14. | Such person or entity will not sell or otherwise transfer the Shares unless either
(A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is
available. |
| 15. | Such person or entity represents that the address furnished on its signature page
to this Agreement is the principal residence if he is an individual or its principal business address if it is a corporation or other
entity. |
| 16. | Such person or entity understands and acknowledges that the Shares have not been
recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the
accuracy or determined the adequacy of any information concerning the Company that has been supplied to such person or entity and that
any representation to the contrary is a criminal offense. |
EXHIBIT B
LIST OF PURCHASERS
Name |
Address
|
ID |
Number of Share |
EXHIBIT C
Wire instruction
Name of the bank:
Account Number:
Routing number:
Name of the bank:
Account number:
Routing number:
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