8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

PURSUANTTO SECTION 13 OR 15(d) OF

THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 17, 2021

ODENZACORP.

(Exact name of Registrant as specified in its charter)

22/F,WANCHAI CENTRAL BUILDING

89LOCKHART ROAD,

WANCHAI,

HONG KONG

(Addressof principal executive offices)

(852) 9027-2707

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

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. [  ]

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

ITEM1.01. Material Definitive Agreement

On June 17, 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 acquisition is subject to (i) the consent of a majority ODZA’s shareholders and to the consent of each of AARC’s shareholders, and (ii) the completion of a two-year audit of AARC.

The Share Exchange Agreement will result in a change of control. The Share Exchange Agreement contains, among other things, representations and warranties of the aforementioned Parties and covenants of the companies and the shareholders of AARC. Among other terms, ODZA will own all of the equity of AARC, equaling 130,329,341 shares of AARC’s stock, and representing all of its issued and outstanding shares. The AARC shareholders (the “Shareholders”) 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.

ITEM9.01. Exhibits

Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT 10.1

Odenza Corp. and Adventure Air Race Company LimitedEnter into Letter of Intent regarding Reverse Merger

This Letter of Intent (“LOI”) is made and entered into as of the date above, by and between Odenza Corp., a Nevada Corporation, (hereinafter “ODZA”), and Adventure Air Race Company Limited (hereinafter “AARC”), a Nevada corporation, and sets forth the basic terms and conditions by which ODZA acquire one hundred thirty million three hundred twenty-nine thousand three hundred forty-one (130,329,341) shares of common stock and majority control of the Board of Directors of AARC subject to shareholder approval if necessary, and Board of Director approval, and the consummation of a Share Exchange agreement, on terms as follows: