LDSN 8-K
Aphoenity International Holdings Inc. (LDSN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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):
LUDUSON ENTERTAINMENT
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s Telephone Number) +
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 240.13d-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| Common | LDSN | 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. o
ITEM 2.01 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As of July 06, 2023, the Company completed the Reverse Take-over of Glamourous Group (the “Target”), by the issuance of 320,000,000 common shares to Ho Chi Wan, the sole shareholder of Glamourous Group.
Glamourous Group is an entertainment company which mainly engages in the service of building and fostering relationships between leading influencers and brands, through identifying and partnering with top influencers across a range of industries and social media platforms. Glamourous Group is principally engaged in influencer management, commercial film production, and online ecosystem development, with the target to provide a unified entertainment universe for Southeast Asian market and fans of the genre around the world.
ITEM 3.02 – UNREGISTERED SALE OF EQUITY SECURITIES.
On July 01, 2023, the Company issued an aggregate of 320,000,000 shares of the Company’s Common Stock to Ms. Wan to acquire Glamourous Group. The issuance of the shares was exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof on the basis that the transaction did not involve a public offering. The shares are subject to restrictions on resale pursuant to Commission Rule 144 under the Securities Act.
ITEM 5.01 – CHANGE IN CONTROL OF REGISTRANT.
As a result of the Arrangement, Ms. Ho Chi Wan now holds an aggregate of 320,000,000 shares, or approximately 91.9% of the issued and outstanding shares of the Common Stock and 91.9% total voting power of all outstanding voting securities, resulting in a change of control of the Company.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
As a result of the acquisition described in Item 1 above, on June 28, 2023, the Company has completed the amendment of its Articles of Incorporation and increase the authorized share capital to one billion (1,000,000,000) shares of the Common Stock to facilitate the issuance of new stocks.
ITEM 8.01 OTHER EVENTS.
Further to the Company's recent 8-K filing dated June 20, 2023, the Company is in the process of updating the domain name of its website. The Company is pleased to announce that the new website, https://www.glamourousplanet.com, is live to reflect the completion of the Reverse Takeover and the Company's subsequent new business.
ITEM 9.01 FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBITS.
The following exhibits are filed with this Current Report on Form 8-K.
| 99.1 | Certificate of Amendment of Certificate of Incorporation to increased authorized shares of Luduson G Inc., dated as of June 28, 2023. |
| 99.2 | Certificate Of Good Standing of Luduson G Inc. by the Secretary of State of The State of Delaware, dated as of July 03, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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.
| Luduson G Inc. | ||
| Dated: July 06, 2023 | ||
| By: | /s/ Man Fai Cheng | |
Man Fai Cheng | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 99.1
Delaware The First State Page 1 5493821 8100 SR# 20232905533 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 203672172 Date: 07 - 03 - 23 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “LUDUSON G INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JUNE, A.D. 2023, AT 3:52 O`CLOCK P.M.
State of Delaware Secretary of S tat e Division of Corporations Delivered 03:52 PM 06 / 30 / 2023 FILED 03:52 PM 06 / 30 / 2023 SR 20232905533 - File N umb er 5493821 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify : FIRST : That at a meeting of the Board of Directors of Luduson G Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof . The resolution setting forth the proposed amendment is as follows : RESOLVED, that the Certificate oflncorporation of this corporation be amended by changing the Article thereof numbered" Fourth "so that, as amended, said Article shall be and read as follows : The capital of the said corporation has been increased to authorise one billion shares of common stock with a par value of $0.0001, whereby each share issuance shall be in accordance to the resolution provided or the issue and adoted by the board of directors persuant to the authority expressly vested in the provision of its certificate of incorporation SECOND : That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment . THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 28 day of June , 20 . Auth · zed Officer Ti tle: Director and CFO Name: EnQ Wah KUNG Print or Type
Exhibit 99.2
Delaware The First State Page 1 5493821 8300 SR# 20232913149 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 203673708 Date: 07 - 03 - 23 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "LUDUSON G INC." IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE THIRD DAY OF JULY, A.D. 2023. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "LUDUSON G INC." WAS INCORPORATED ON THE SIXTH DAY OF MARCH, A.D. 2014. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.