Form 8-K - Current report

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 6, 2025

GMTECH INC.

(Exact name of registrant as specified in its charter)

Wyoming

333-275887

93-3955846

(State or other jurisdiction

of incorporation or organization

(Commission

File No.)

(IRS Employer

Identification No.)

45 Rockefeller Plaza, 21F, New York, New York 10111

(Address of principal executive offices)

(646) 508-0022

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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: None

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 7.01 Regulation FD Disclosure.

On January 6, 2025, GMTech Inc. (the “Company”) issued a press release announcing the launch of EARSON, a groundbreaking WEB3 smartphone developed by the Company’s wholly owned subsidiary, Shenggang Excellence Limited. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
99.1		Press Release of GMTech Inc. dated January 6, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

	GMTECH INC.

Dated: January 6, 2025	By:	/s/ Yuyang Cui
	Name:	Yuyang Cui
	Title:	Chief Executive Officer

Exhibit 99.1

GMTech Inc. Announces the Launch of WEB3 Smartphone EARSON

Hong Kong, January 6, 2025 - GMTECH INC. (“GMTH” or the “Company”) (OTC: GMTH) announced the launch of EARSON, a groundbreaking WEB3 smartphone developed by the Company’s wholly owned subsidiary, Shenggang Excellence Limited (hereinafter referred to as “Shenggang Excellence”).

EARSON stands as a trailblazer in the global market, being among the first smartphones to integrate decentralized physical infrastructure network (DePIN) technology. With its outstanding hardware capabilities and seamless integration of advanced blockchain and artificial intelligence (AI) technologies, EARSON redefines user experiences within the WEB3 ecosystem.

Based in Hong Kong, Shenggang Excellence is a technology company specializing in smart hardware, decentralized solutions, and digital innovation. The launch of EARSON reflects the Company’s unwavering commitment to technological breakthroughs and international collaboration. By embedding decentralized payment and digital asset management functionalities, EARSON addresses the diverse needs of WEB3 users while catalyzing transformative progress in the global technology sector.

Mr. Jianting Liu, director of the Company, commented that “This landmark launch significantly enhances Shenggang Excellence’s global competitiveness in smart hardware and blockchain technology, while also injecting fresh growth momentum into the Company’s position in the international capital markets. This innovative release represents a pivotal milestone for Shenggang Excellence, solidifying its advantage in smart hardware and blockchain technology. EARSON is just the beginning of Shenggang Excellence, and it will drive continuous innovation and create greater value for users. In the future, the Company will remain steadfast in its dedication to innovation, poised to unlock new possibilities for the industry and deliver exceptional value to its stakeholders.”

About GMTech Inc.

GMTech Inc. is a technology company providing IT consulting services to clients and is also expanding its business to design and development of smartphone with WEB3 elements integrated through its wholly owned Hong Kong subsidiary, Shenggang Excellence Limited.

Forward-Looking Statements

This press release contains information about the Company’s view of its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance and reflect the current view about future events. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, activities of regulators and future regulations and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property. Therefore, you should not rely on any of these forward-looking statements. The Company encourages you to review other factors that may affect its future results in the Company’s annual reports and in its other filings with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

For more information, please contact:

contact@shengganghk.com

Cover	Jan. 06, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 06, 2025
Entity File Number	333-275887
Entity Registrant Name	GMTECH INC.
Entity Central Index Key	0002000762
Entity Tax Identification Number	93-3955846
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	45 Rockefeller Plaza
Entity Address, Address Line Two	21F
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10111
City Area Code	(646)
Local Phone Number	508-0022
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true