8-K
Winning Catering Group, Inc. (WNHK)
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): August 18, 2025
LiquidValueDevelopment Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55038 | 27-1467607 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 4800 Montgomery Lane, Suite 210<br><br> <br>Bethesda, MD | 20814 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: 301-971-3940
NA
(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 (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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. ☐
Item2.01. Completion of Acquisition or Disposition of Assets.
On August 18, 2025, LiquidValue Development Inc. (the “Company”) completed the distribution of substantially all of its assets to holders of the Company’s common stock as of August 15, 2025 (the “Record Date”), in the form of a one-time special dividend (the “Distribution”).
The Distribution consisted of all of the issued and outstanding shares of the Company’s wholly owned subsidiary Alset Real Estate Holdings Inc., having an aggregate fair market value of approximately $34.8 million as of the Distribution Date, and constituting substantially all of the Company’s net asset value. Shareholders received shares on a pro rata basis, based on the number of shares of the Company’s common stock.
The Company has included as Exhibit 99.1 to this Current Report on Form 8-K unaudited pro forma condensed consolidated financial information to illustrate the pro forma effects of the Distribution.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information. |
| 104 | Cover<br> 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.
| LiquidValue Development Inc. | ||
|---|---|---|
| Date:<br> August 22, 2025 | By: | /s/ Rongguo Wei |
| Name: | Rongguo<br> Wei | |
| Title: | Co-Chief<br> Financial Officer |
Exhibit 99.1
UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma condensed combined financial statements of LiquidValue Development Inc. present the combination of the historical financial information of LiquidValue Development Inc. (“we” or the “Company”) and the adjustments to give effect for the distribution of shares of Alset Real Estate Holdings Inc. (“Alset RE”) (“the Distribution”). The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined balance sheet as of June 30, 2025, combines the historical balance sheet of LiquidValue Development Inc. as of June 30, 2025 and the adjustments for the distribution of shares of Alset RE as of June 30, 2025, on a pro forma basis as if the distribution, summarized below, had been closed on June 30, 2025.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 combines the historical statements of operations of LiquidValue Development Inc. for the year ended December 31, 2024 and the adjustments for the distribution of shares during the year ended December 31, 2024 on a pro forma basis as if the distribution of shares had been completed on January 1, 2024, the beginning of the earliest period presented.
The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 combines the historical statements of operations of LiquidValue Development Inc. for the six months ended June 30, 2025 and the adjustments for the distribution of shares during the six months ended June 30, 2025 on a pro forma basis as if the distribution of shares had been completed on January 1, 2025, the beginning of the earliest period presented.
The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the Company’s financial condition or results of operations would have been had the Distribution occurred on the dates indicated.
Further, the unaudited pro forma condensed consolidated financial information also may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Distribution based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial information.
Descriptionof transaction
LiquidValue Development Inc. has approved a pro rata dividend of the common stock of its wholly owned subsidiary, Alset Real Estate Holdings Inc. Each stockholder of record of the Company as of August 15, 2025 received one share of Alset Real Estate Holdings Inc. for every one share of the Company’s common stock such stockholder owns as of such date. Accordingly, 704,043,324 shares of the common stock of Alset Real Estate Holdings Inc. were distributed, representing all of the issued and outstanding shares of Alset Real Estate Holdings Inc.
The record date for the stock dividend was August 15, 2025, and the payment date was August 18, 2025.
ProForma Information
LiquidValueDevelopment Inc. and Subsidiaries
UnauditedPro Forma Condensed Combined Balance Sheets
Asof June 30, 2025
| Adjustments | ||||||
|---|---|---|---|---|---|---|
| For Stock | Pro Forma | |||||
| Distribution | Combined | |||||
| Assets: | ||||||
| Cash | 3,136,533 | $ | (3,130,621 | ) | $ | 5,912 |
| Restricted Cash | 107,928 | (107,928 | ) | - | ||
| Other Receivables | 10,363 | (10,363 | ) | - | ||
| Reimbursement Receivable, Net | 7,777,520 | (7,777,520 | ) | - | ||
| Note Receivable - Related Party | 25,064,148 | (25,064,148 | ) | - | ||
| Prepaid Expense | 15,532 | (15,532 | ) | - | ||
| Real Estate - Other Properties | 606,240 | (606,240 | ) | - | ||
| Fixed Assets, Net | 1,414 | (1,414 | ) | - | ||
| Deposits | 21,491 | (21,491 | ) | - | ||
| Operating Lease Right-Of-Use Assets, Net | 106,014 | (106,014 | ) | - | ||
| Total Assets | 36,847,183 | $ | (36,841,271 | ) | $ | 5,912 |
| Liabilities and Stockholders’ Equity: | ||||||
| Liabilities: | ||||||
| Accounts Payable | 899,762 | (899,762 | ) | $ | - | |
| Accrued Expenses | 114,695 | (114,695 | ) | - | ||
| Accrued Interest - Related Party | 892,486 | (892,486 | ) | - | ||
| Security Deposit | 4,301 | (4,301 | ) | - | ||
| Operating Lease Liabilities | 117,881 | (117,881 | ) | - | ||
| Total Liabilities | 2,029,125 | (2,029,125 | ) | - | ||
| Commitments and Contingencies (Note 8) | ||||||
| Stockholders’ Equity: | ||||||
| Common Stock, 0.001 par value; 1,000,000,000 shares authorized; 704,043,324 | - | |||||
| shares issued and outstanding on June 30, 2025 | 704,043 | (704,043 | ) | - | ||
| Additional Paid in Capital | 33,045,481 | (33,039,569 | ) | 5,912 | ||
| Accumulated Deficit | 1,008,053 | (1,008,053 | ) | - | ||
| Total LiquidValue Development Inc. Stockholders’ Equity | 34,757,577 | (34,751,665 | ) | 5,912 | ||
| Non-controlling Interests | 60,481 | (60,481 | ) | - | ||
| Total Stockholders’ Equity | 34,818,058 | (34,812,146 | ) | 5,912 | ||
| - | ||||||
| Total Liabilities and Stockholders’ Equity | 36,847,183 | $ | (36,841,271 | ) | $ | 5,912 |
All values are in US Dollars.
LiquidValueDevelopment Inc. and Subsidiaries
UnauditedPro Forma Condensed Combined
Statementsof Operations and Other Comprehensive Income
Forthe Year Ended December 31, 2024
| Pro Forma | ||||||||
|---|---|---|---|---|---|---|---|---|
| LiquidValue | Adjustments | |||||||
| Development Inc. | For Stock | Pro Forma | ||||||
| (Historical) | Distribution | Combined | ||||||
| Revenue | 16,767,986 | (16,767,986 | ) | - | ||||
| Operating Expenses | ||||||||
| Cost of Sales | 9,441,810 | (9,441,810 | ) | - | ||||
| General and Administrative | 1,539,184 | (1,539,184 | ) | - | ||||
| Total Operating Expenses | 10,980,994 | (10,980,994 | ) | - | ||||
| Loss from Operations | 5,786,992 | (5,786,992 | ) | - | ||||
| Other Income | ||||||||
| Interest Income - Related Party | 1,022,473 | (1,022,473 | ) | - | ||||
| Other Income | 15,048 | (15,048 | ) | - | ||||
| Total Other Income | 1,037,521 | (1,037,521 | ) | - | ||||
| Net Loss Before Income Taxes | 6,824,513 | (6,824,513 | ) | - | ||||
| Income Tax Expense | (150,786 | ) | 150,786 | - | ||||
| Net Income | 6,673,727 | (6,673,727 | ) | - | ||||
| Net Income Attributable to Non-Controlling Interest | (14,287 | ) | 14,287 | - | ||||
| Net Income Attributable to Common Stockholders | $ | 6,688,014 | $ | (6,688,014 | ) | $ | - | |
| Net Loss Per Share - Basic and Diluted | $ | 0.01 | $ | (0.01 | ) | $ | - | |
| Weighted Average Common Shares Outstanding - Basic and Diluted | 704,043,324 | - | 704,043,324 |
LiquidValueDevelopment Inc. and Subsidiaries
UnauditedPro Forma Condensed Combined
Statementsof Operations and Other Comprehensive Income
Forthe Six Months Ended June 30, 2025
| Pro Forma | ||||||||
|---|---|---|---|---|---|---|---|---|
| LiquidValue | Adjustments | |||||||
| Development Inc. | For Stock | Pro Forma | ||||||
| (Historical) | Distribution | Combined | ||||||
| Revenue | 17,811 | (17,811 | ) | - | ||||
| Operating Expenses | ||||||||
| Cost of Sales | 9,740 | (9,740 | ) | - | ||||
| General and Administrative | 1,263,602 | (1,263,602 | ) | - | ||||
| Total Operating Expenses | 1,273,342 | (1,273,342 | ) | - | ||||
| Loss from Operations | (1,255,531 | ) | 1,255,531 | - | ||||
| Other Income (Expense) | ||||||||
| Interest Income - Related Party | 720,250 | (720,250 | ) | - | ||||
| Other Expense | (438,746 | ) | 438,746 | - | ||||
| Total Other Income, Net | 281,504 | (281,504 | ) | - | ||||
| Net Loss Before Income Taxes | (974,027 | ) | 974,027 | - | ||||
| Income Tax Expense | 9,214 | (9,214 | ) | - | ||||
| Net Loss | (983,241 | ) | 983,241 | - | ||||
| Net Loss Attributable to Non-Controlling Interest | (5,191 | ) | 5,191 | - | ||||
| Net Loss Attributable to Common Stockholders | $ | (978,050 | ) | $ | 978,050 | $ | - | |
| Net Loss Per Share - Basic and Diluted | $ | (0.00 | ) | $ | 0.00 | $ | - | |
| Weighted Average Common Shares Outstanding - Basic and Diluted | 704,043,324 | - | 704,043,324 |