Zhanling International Ltd 8-K, filed Mar 11, 2022
Zhanling International Ltd (ZLME)
About this 8-K
Zhanling International Ltd filed this 8-K on March 11, 2022, reporting on events of September 30, 2021.
Items reported
- Item 1.02: Ended a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on June 17th, 2021, ODENZA Corp. (hereinafter “ODZA”) entered into a binding letter of intent (the “LOI”) for the purpose of doing a Share Exchange Agreement (“the Agreement”) to acquire Adventure Air Race Company Limited (“AARC”), a Nevada corporation. The AARC shareholder (the “Shareholder”) will own 84,000,000 newly issued shares of common stock of ODZA (the Common Stock”) representing approximately 95.82% of ODZA’s outstanding shares of Common Stock. As the result, AARC will hold no common shares of ODZA, as the wholly owned subsidiary of ODZA.
On September 30, 2021, ODZA and AARC had signed a termination agreement pursuant to which the parties mutually agreed to terminate the Agreement. The Agreement is terminated effective as of September 30, 2021 and the parties have no further rights or obligations under the Agreement. The parties further agreed to waive their rights to any claims that may arise under the Agreement. As of the date of the termination agreement, no equity interest of AARC had been transferred to ODZA.
Item 9.01 Exhibits
| Exhibit | ||
| No. | ||
| 99.1 | Termination of the Letter of Intent in Relation to a Possible Reverse Merger |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 11, 2022
| ODENZA CORP. | ||
| By: | /s/ Leung Chi Ping | |
| Name: | LEUNG CHI PING, MICHAEL | |
| Title: | Chief Executive Officer, President and Chairman | |
Exhibit 99.1
Adventure Air Race Company Limited
Flat D1, 6/F, Block D, Beverly Hill,
6 Broadway Road,
Hong Kong, Hong Kong
September 30, 2021
Termination of the Letter of Intent in Relation to a Possible Reverse Merger
As per our recent discussions, this letter (this “Termination Agreement”) shall constitute the agreement among Odenza Corp., a Nevada corporation (“ODZA”) and Adventure Air Race Company Limited (“AARC”), a Nevada Corporation to terminate that certain Letter of Intent (the “LOI”) dated June 17, 2021 for ODZA to acquire (the “Proposed Acquisition”) all of the issued and outstanding shares of stock of AARC. The following sets forth the terms mutually agreed upon between ODZA and AARC in connection therewith.
ODZA and AARC hereby agree to terminate the LOI and all transactions contemplated to the LOI.
The LOI does not constitute any legally-binding commitment in respect of the Possible Acquisition and there was no formal sale and purchase agreement was entered into as at the date of this letter, neither party under the LOI will have any obligation to each other after the termination of the LOI. The Board considers that the termination of the LOI will not have any material impact on the existing business operation and financial position of the Company.
| ODENZA CORP | |
| /s/ LEUNG CHI PING | |
| LEUNG CHI PING | |
| Chief Executive Officer, President and Chairman |