8-K

Hongchang International Co., Ltd (HCIL)

8-K 2023-11-21 For: 2023-11-17
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): November17, 2023


Hongchang International Co., Ltd

(Exact name of registrant as specified in its charter)

Nevada 000-26731 87-0627910
(State or Other Jurisdiction<br> of  Incorporation) (Commission File Number) (I.R.S. Employer<br> Identification Number)

Block 19, Hongchang Food Co., Ltd.,

Yuanhong Investment Zone, Donggao Village, ChengtouTown,

Fuqing City, Fuzhou City, Fujian Province,

350300, China

(Address of principal executive offices)

(86) 180 5901 6050

(Registrant’s telephone number, including area code)


Not applicable
(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):

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:

Title of each class: Trading Symbol(s) Name of each exchange on which registered:
N/A N/A 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 5.03 Amendments to Articles of Incorporationor Bylaws; Change in Fiscal Year.

On November 17, 2023, the Company amended its Articles of Incorporation with the Nevada Secretary of State (“Charter Amendment”) to effect the name change of the Company from “Heyu Biological Technology Corporation” to “Hongchang International Co., Ltd.”

The Charter Amendment was approved by the Company’s Board of Directors on October 6, 2023. The record date established by the Company for purposes of determining the number of outstanding shares of Common Stock of the Company for the Charter Amendment was October 6, 2023, and the number of outstanding shares of Common Stock on the record date was 518,831,368. On the record date, our controlling shareholder, Zengqiang Investment Limited, held 353,322,843 shares of common stock, or approximately 68.1% of the total outstanding shares on the record date, approved the Charter Amendment.

The Company has filed an Issuer Company-Related Action Notification Form with FINRA to reflect the name change and apply for a new stock symbol and is awaiting approval of the corporate action.

A copy of the Certificate of Amendment filed with the Nevada Secretary of State on November 17, 2023 is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description
3.1 Certificate of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on November 17, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
1

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.

Hongchang International Co., Ltd
Dated: November 21, 2023 By: /s/ Zengqiang Lin
Zengqiang Lin
Director, Chief Executive Officer and President

2

Exhibit 3.1