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):
(previously known as
(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 | OTC |
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 5.03 – AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS.
As of July 21, 2025, Luduson G Inc. (currently named “International Holdings Inc”, the “Registrant”) completed a change in its state of incorporation from the State of Delaware to the State of Wyoming pursuant to the laws of Delaware and Wyoming.
On October 1, 2025, the Registrant changed its name from “Luduson G Inc.” to “Aphoenity International Holdings Inc.” (the “Name Change”).
As of the date of this form 8-K: (a) the Registrant has been assigned a new IRS Employer Identification Number 98-1872097; (b) the Registrant has completed a reverse stock-split of 1,000 for 1; and (c) the CUSIP for Registrant’s common stock remains unchanged.
Therefore, the Registrant’s corporate existence is now deemed to have commenced on the date it commenced its existence in Delaware, and all properties of the former Delaware corporation remains vested in the new Wyoming corporation.
The above changes have been duly approved by the Registrant’s board of directors and/or shareholders in accordance with applicable laws.
ITEM 9.01 – FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits.
|
Exhibit Number |
Description | |
| 3.2 | Articles of Incorporation of Aphoenity International Holdings Inc. (Wyoming) | |
| 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.
| Aphoenity International Holdings Inc. | ||
| Dated: November 18, 2025 | ||
| By: | /s/ Chun Fong SIM | |
| Chun Fong SIM | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 3.2
Secretary of State Page 1 of 4 Wyoming Secretary of State Herschler Bldg East, Ste.100 & 101 Cheyenne, WY 82002 - 0020 Ph. 307 - 777 - 7311 For Office Use Only WY Secretary of State FILED: Jul 21 2025 9:35PM Original ID: 2025 - 001726701 Profit Corporation Articles of Incorporation I. The name of the profit corporation is: Luduson G Inc. II. The name and physical address of the registered agent of the profit corporation is: Wyoming Registered Agent Services LLC 30 N Gould St Ste 100 Sheridan, WY 82801 Ill. The mailing address of the profit corporation is: 1968 South Coast Highway, #2854 Laguna Beach, CA 92651 IV. The principal office address of the profit corporation is: 1968 South Coast Highway, #2854 Laguna Beach, CA 92651 V. The number, par value, and class of shares the profit corporation will have the authority to issue are: $0.0001 Common Par Value: Number of Common Shares: 1,000,000,000 $0.0001 Preferred Par Value: Number of Preferred Shares: 20,000,000 VI. The name and address of each incorporator is as follows: Chun Fong SIM 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, 999077 Signature: Chun SIM Chun SIM Date: 07/21/2025 Print Name: Title: CEO Email: [email protected] Daytime Phone#: (917) 985 - 7989
Secretary of State Page 2 of 4 Wyoming Secretary of State Herschler Bldg East, Ste.100 & 101 Cheyenne, WY 82002 - 0020 Ph. 307 - 777 - 7311 0 I am the person whose signature appears on the filing; that I am authorized to file these documents on behalf of the business entity to which they pertain; and that the information I am submitting is true and correct to the best of my knowledge. 0 I am filing in accordance with the provisions of the Wyoming Business Corporation Act, (W.S. 17 - 16 - 101 through 17 - 16 - 1804) and Registered Offices and Agents Act (W.S. 17 - 28 - 101 through 17 - 28 - 111). 0 I understand that the information submitted electronically by me will be used to generate Articles of Incorporation that will be filed with the Wyoming Secretary of State. 0 I intend and agree that the electronic submission of the information set forth herein constitutes my signature for this filing. 0 I have conducted the appropriate name searches to ensure compliance with W.S. 17 - 16 - 401. 0 I affirm, under penalty of perjury, that I have received actual, express permission from each of the following incorporators to add them to this business filing: Chun Fong SIM 0 I consent on behalf of the business entity to accept electronic service of process at the email address provided with Article IV, Principal Office Address, under the circumstances specified in W.S. 17 - 28 - 104(e). Notice Regarding False Filings: Filing a false document could result in criminal penalty and prosecution pursuant to W.S. 6 - 5 - 308. W.S. 6 - 5 - 308. Penalty for filing false document. (a) A person commits a felony punishable by imprisonment for not more than two (2) years, a fine of not more than two thousand dollars ($2,000.00), or both, if he files with the secretary of state and willfully or knowingly: (i) Falsifies, conceals or covers up by any trick, scheme or device a material fact; (ii) Makes any materially false, fictitious or fraudulent statement or representation; or (iii) Makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement or entry. 0 I acknowledge having read W.S. 6 - 5 - 308. Filer is: 0 An Individual D An Organization Filer Information: By submitting this form I agree and accept this electronic filing as legal submission of my Articles of Incorporation. Signature: Print Name: Title: Email: Daytime Phone#: Chun SIM Chun SIM CEO [email protected] (917) 985 - 7989 Date: 07/21/2025
Secretary of State Page 3 of 4 Wyoming Secretary of State Herschler Bldg East, Ste.100 & 101 Cheyenne, WY 82002 - 0020 Ph. 307 - 777 - 7311 Consent to Appointment by Registered Agent Wyoming Registered Agent Services LLC, whose registered office is located at 30 N Gould St Ste 100, Sheridan, WY 82801, voluntarily consented to serve as the registered agent for Luduson G Inc. and has certified they are in compliance with the requirements of W.S. 17 - 28 - 101 through W.S. 17 - 28 - 111. I have obtained a signed and dated statement by the registered agent in which they voluntarily consent to appointment for this entity. Signature: Chun SIM Chun SIM Date: 07/21/2025 Print Name: Title: CEO Email: [email protected] Daytime Phone#: (917) 985 - 7989
STATE OF WYOMING Office of the Secretary of State Page 4 of 4 I, CHUCK GRAY, Secretary of State of the State of Wyoming, do hereby certify that the filing requirements for the issuance of this certificate have been fulfilled. CERTIFICATE OF INCORPORATION Luduson G Inc. I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official certificate at Cheyenne, Wyoming on this 21st day of July, 2025 at 9:35 PM. Remainder intentionally left blank. Filed Date: 07/21/2025 Secretary of State Filed Online By: Chun SIM on 07/21/2025