UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
_____________________
FORM
_____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
| (Commission File Number) | (IRS Employer Identification Number) |
|
Huagao Er
Village), |
| |
| (Address of Principal Executive Offices) | (State or other jurisdiction of incorporation or organization) |
+
(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:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| None | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 29, 2026, IMA Tech, a Wyoming corporation (the “Company”), entered into a Letter of Intent (the “Letter of Intent”) to acquire Shenzhen Jingbao Supply Chain Technology Co., Ltd. (“Shenzhen Jingbao”), a company owned by the Company’s Sole Officer and Director, Wang Hui. The Letter of Intent contemplates that the Company would issue a combination of common stock and Series A Preferred Stock (see Item 5.07 Submission of Matters to a Vote of Security Holders below) in the acquisition. The definitive agreement is expected to be completed by approximately February 15, 2026, following the completion of certain administrative actions required by applicable Chinese law, with a closing to occur shortly thereafter.
With over two decades of expertise in international logistics, Shenzhen Jingbao is headquartered in Shenzhen, China, and operates branches across Guangzhou, Shenzhen, Quanzhou, Xiamen, Yiwu, and Qingdao. Originally specializing in containerized maritime, land, and air freight, Shenzhen Jingbao has cultivated a pragmatic, diligent, and efficient service philosophy. Leveraging its professional expertise and resource advantages, it has developed an in-house ecommerce logistics system to target the rapidly expanding e-commerce sector in Southeast Asia. Shenzhen Jingbao is committed to becoming the most robust supply chain logistics provider in the region, building an integrated and comprehensive logistics information system and management model. It aims to create a professional logistics service enterprise that seamlessly integrates commercial, logistics, information, and capital flows.
The foregoing description of the Letter of Intent is qualified in its entirety by the full text of the Letter of Intent, which is filed as Exhibits 10.1, respectively, to, and incorporated by reference in, this Current Report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 20, 2026, Wang Hui, the holder of the majority voting power of the Company, approved the adoption and filing of an Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) with the State of Wyoming, which Amended and Restated Articles are to be filed not before March 17, 2026 (following the dissemination of the Company’s Schedule 14C Information Statement (the “Schedule 14C”).
The form of Amended and Restated Articles included in the Schedule 14C as Exhibit A thereto is incorporated by reference in this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description | |
10.1 |
Letter of Intent between the Company and Wang Hui
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| IMA TECH | ||||||
| Date: January 29, 2026 | By: |
/s/ Wang Hui | ||||
| Wang Hui | ||||||
| Chief Executive Officer | ||||||
IMA TECH
Room 302, Building 24, Lane 977, Jufeng Road, Pudong New Area
Shanghai City, (East Area of Huagao Er Village), 200120, China
January 29, 2026
Mr. Wang Hui
Shenzhen Jingbao Supply Chain Technology Co., Ltd.
Room 302, Building 24, Lane 977, Jufeng Road, Pudong New Area
Shanghai City (East Area of Huagao Er Village), China
Letter of Intent
Sir:
This Letter of Intent summarizes certain terms under which our company (IMA Tech) would acquire ownership of Shenzhen Jingbao Supply Chain Technology Co., Ltd. (“Target”) from you. This proposed transaction is sometimes referred to as the “Transaction.”
NON-BINDING TERMS
This paragraph and Sections 1 through 4 are not legally binding on either party. They would serve as the non-binding basis for an initial draft of a definitive agreement for the Transaction (the “Definitive Agreement”), which would be provided by IMA Tech. We currently contemplate that the Definitive Agreement would include, among others, the following terms:
1. The Definitive Agreement would provide for IMA Tech’s acquisition of the Target from you, in exchange for a combination of common stock and Series A Preferred Stock of IMA Tech. The form of the Definitive Agreement would be determined by us, in consultation with our respective legal counsel and accountants.
2. We would attempt to negotiate and execute the Definitive Agreement by February 15, 2026, and would target the closing of the Definitive Agreement for approximately five (5) days thereafter, all in accordance with the terms of Definitive Agreement.
3. The Definitive Agreement would contain other terms and conditions that would be customary for transactions of this type, including customary representations, warranties, covenants and indemnities.
BINDING TERMS
This paragraph and Sections 4 through 11, which are referred to collectively as the “Binding Terms,” are the legally binding and enforceable agreements of IMA Tech and you.
4. Exclusivity. Throughout the period that begins on the date of this Letter of Intent and ends on the date that is 60 days from the date of mutual execution of this Letter of Intent (the “Exclusivity Period”), you will not, directly or indirectly, solicit, initiate, seek or encourage any inquiry, proposal or offer from, furnish any information to, or participate in any discussions or negotiations with, any person regarding any purchase or other disposition of the Transaction.
5. Confidentiality. The terms and existence of this Letter of Intent, and the content and existence of discussions regarding the Transaction, are confidential information. Notwithstanding the foregoing, we agree that (a) disclosure regarding the content and existence of this Letter of Intent properly made under applicable securities laws shall not be a violation of this paragraph 5 and (b) you may disclose the existence and terms of this Letter of Intent to your professional service providers.
6. Expenses. Except to the extent expressly stated otherwise in the Definitive Agreement, each of IMA Tech and you will be responsible for and bear all of its respective costs and expenses incurred at any time in connection with pursuing or consummating the Transaction.
7. No Other Obligations or Claims. Nothing herein obligates either party to enter into or continue any discussions or negotiations with, solicit or accept any proposal from or enter into any definitive agreement with, the other party. Except for the Binding Terms, unless and until a final definitive agreement between the parties regarding a transaction has been executed and delivered (or except as expressly provided in any binding written agreement that either of the parties may enter into in the future), (a) neither party will be under any legal obligation of any kind regarding such a transaction by virtue of this Letter and (b) no past or future action, course of conduct or failure to act regarding a transaction, or relating to the negotiation of the terms of a transaction or the Definitive Agreement, will give rise to or serve as a basis for any obligation or other liability on the part of either party.
8. Waiver and Amendment. No failure or delay by either party in exercising any right, power or privilege under this Letter of Intent will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. No term in this Letter of Intent can be waived or amended except in a writing signed by each party.
9. Entire Agreement. Other than existing confidentiality rights and obligations in any written agreement between the parties, this Letter of Intent contains the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements or understandings between the parties with respect thereto.
10. Counterparts. This Letter of Intent may be executed in counterparts, each of which will be deemed an original, and all of which will constitute the same agreement. If you are in agreement, please sign below and return a fully executed copy of this Letter of Intent to IMA Tech.
Very truly yours,
IMA TECH
/s/ Wang Hui
Wang Hui
Chief Executive Officer
AGREED AND ACCEPTED:
By: /s/ Wang Hui
Wang Hui, individually,
as owner of Target