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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): April 23, 2024
LANDBAY
INC
(Exact
name of registrant as specified in its charter)
| New
York |
|
000-56182 |
|
81-1260549 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
Xixi
B2, the first energy-saving Xixi in Xihu District,
Hangzhou City, Zhejiang Province, China |
|
310061 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
+86-18621851468
Registrant’s
telephone number, including area code
36-25
Main Street, Flushing, NY 11354
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K 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.
SAFE
HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information
included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information may involve known and unknown
risks, uncertainties and other factors which may cause actual results, performance or achievements of Landbay Inc (herein referred to
as the “Company” or “Registrant”), to be materially different from future results, performance or achievements
expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe the Company’s
future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,”
“expect,” “anticipate,” “estimate,” “believe,” “intend” or “project”
or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on
assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking
statements will come to pass. The Company’s actual results could differ materially from those expressed or implied by the forward-looking
statements as a result of various factors. Except as required by applicable laws, the Company undertakes no obligation to update publicly
any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
Item
5.01 Changes in Control of Registrant.
As
the Company reported on Schedule 14F-1 filed with the Securities and Exchange Commission (“SEC”) on April 23, 2024 (the “Closing
Date”), and effective on May 4, 2024 (the “Effective Date”), Northern Ifurniture Inc (the “Seller”) and
Chunyang Liu (the “Purchaser”) entered into a Stock Purchase Agreement (the “SPA”) dated March 25, 2024. Pursuant
to the SPA, among other provisions, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller
a total of 29,383,700 shares of Class A Common Stock of the Company held in the name of the Seller (the “Purchased Shares”).
The Purchased Shares represented approximately 97.9% of the Company’s issued and outstanding Class A Common Stock shares. In connection
with the transaction contemplated by the SPA and subsequent amendments, all previous officers of the Company will resign from their positions,
and new officers designated by the Purchaser will assume their roles on April 23, 2024, with immediate effect. Furthermore, the
resignation of all previous directors and the appointment of new directors designated by the Purchaser will all took effect on the Effective
Date.
Pursuant
to the SPA and subsequent amendments, the Board of Directors (“Board”) appointed Chunyang Liu, Lidong Wang and Wenfang Lu
to fill vacancies on the Company’s Board of Directors caused by the resignation of Ms. Xiaowei Jin. Such appointments and resignations
became effective 10 days following the mailing of the Schedule 14F-1 to the Company’s shareholders, specifically at the close of
business as of April 23, 2024.
Except
as described herein, there were no arrangements or understandings among members of the former control entity, the new control individual,
and their associates regarding the election of directors or other matters.
As
required to be disclosed by Regulation S-K Item 403(c), there are no arrangements known to the Company, including any pledge by any person
of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of
the Company.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Consummation
of the purchase and sale of the Purchased Shares on the Closing Date pursuant to the SPA effected a change of control of the Company,
as the Purchaser, using personal funds, acquired an aggregate of 29,383,700 shares of Class A Common Stock of the Company, or approximately
97.9% of the Company’s 30,000,000 shares of Class A Common Stock outstanding as of April 23, 2024. Currently, the Purchaser is
the Company’s majority and controlling stockholder. In connection with the SPA, the Board appointed Chunyang
Liu, Lidong Wang and Wenfang Lu to fill vacancies on the Company’s Board of Directors caused
by the resignation of Ms. Xiaowei Jin which all took effect on the Effective Date. Also, on the Closing Date, the Board appointed Mr.
Liu as President/CEO, Mr. Wang as CFO and Mr. Lu as Secretary of the Company, with immediate effect. As of May 9, 2024, the Board
and the Company’s officers consist of the following persons:
| Name |
|
Age |
|
Position |
| |
|
|
|
|
Chunyang
Liu
Xixi
B2, the first energy-saving Xixi in Xihu District,
Hangzhou
City, Zhejiang Province, China |
|
49 |
|
Chairman
and President/CEO |
| |
|
|
|
|
Lidong
Wang
Xixi
B2, the first energy-saving Xixi in Xihu District,
Hangzhou
City, Zhejiang Province, China |
|
33 |
|
Director
and CFO |
| |
|
|
|
|
Wenfang
Lu
Xixi
B2, the first energy-saving Xixi in Xihu District,
Hangzhou
City, Zhejiang Province, China |
|
30 |
|
Director
and Secretary |
Each
of the directors will serve until the next annual meeting of stockholders of the Company and until such director’s successor is
elected and qualified or until such director’s earlier death, resignation, or removal. The following is information concerning
the business backgrounds of each new director and officer.
Chunyang
Liu, born in 1975, graduated with a Bachelor’s degree in International Economics and Trade from Nankai University. He served
as the legal representative of Dongyang City Yunda Express Co., Ltd. from 2002 to 2024, the legal representative of Zhejiang Qingke Cloud
Network Technology Co., Ltd. from 2014 to 2024, and the legal representative of Zhejiang Xinsheng New Media Group Co., Ltd. from 2023
to 2024. With a diverse background spanning the logistics, liquor, supply chain technology services, and network technology industries,
Liu has accumulated extensive experience in industry operations, digital technologies, resource integration, and investment. Leveraging
his solid industrial foundation and forward-thinking approach, he is actively involved in building Xinsheng Media Group. The group is
dedicated to staying at the forefront of AI development, particularly in the livestream e-commerce sector. Its vision is to serve as
a talent incubator within the industry and reshape its development trajectory.
Lidong
Wang, born in 1991, graduated from Zhejiang Water Conservancy and Hydropower College in 2013 with an associate degree. Over the course
of his career, he served as President of Zhejiang Qingke Cloud Network Technology Co., Ltd. from 2020 to 2022, acted as the legal representative
of Hangzhou Increment Speed Build Technology Co., Ltd. from 2022 to 2023, and held the position of President at Zhejiang Xinsheng New
Media Group Co., Ltd. from 2023 to 2024. With more than 10 years of experience in investment, financing, and fund management, he has
worked in both state-owned enterprises and unicorn companies. Mr. Wang excels in market development, industry analysis, and business
negotiation. He is skilled at integrating comprehensive financial resources across various industries and has built extensive social
connections and resources in government, banking, private equity funds, and enterprises. His exceptional business acumen has consistently
earned recognition from clients and industry peers.
Wenfang
Lu, born in 1994, graduated with a Bachelor’s degree from Jiangxi Business College in 2017. With nearly a decade of experience
in the livestream e-commerce industry, Mr. Lu has focused on areas such as supply chain management, the digital economy, and artificial
intelligence. He has successfully integrated livestream e-commerce into a comprehensive chain system incorporating supply chain management
and digitization. This has provided him with a solid foundation of practical experience and theoretical knowledge, facilitating the deep
integration of livestream e-commerce and the AI industry. In the face of the rapidly evolving industry landscape, Mr. Lu has demonstrated
strong adaptability and accumulated extensive experience in team management. From 2017 to 2019, Mr. Lu operated a personal chain store.
Following this, he served as the Market Director at Yunda Express from 2019 to 2020, Vice President of Qingke Cloud Network Technology
from 2020 to 2021, and General Manager of Dipingbang Supply Chain from 2022 to 2023. Since 2023, Mr. Lu has been Vice President at Zhejiang
Xinsheng New Media Group Co., Ltd.
Currently,
there are no plans or commitments regarding any compensation or remuneration to be paid to any officer or director. The Company has no
employee benefit plans or other compensation plans.
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.
| |
LANDBAY
INC |
| |
|
| Dated:
May 10, 2024 |
By: |
/s/
Chunyang Liu |
| |
|
Chunyang
Liu |
| |
|
Chief
Executive Officer |
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Landbay (PK) (USOTC:LNBY)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Landbay (PK) (USOTC:LNBY)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
