UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.01 Changes in Control of Registrant
On March 24, 2025, a Stock Purchase Agreement was entered into between TOPP Holdings Group Ltd (the “Seller”), whose controlling person is Yunyuan Chen, and Shiyong Zhao (the “Purchaser”), wherein the Purchaser purchased 2,640,000 shares of Common Shares, par value $0.001 per share (the “Shares”), of Birdie Win Corporation, a Nevada corporation (the “Company”). As a result, the Purchaser became an approximately 44.6% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis. The transaction was completed on March 24, 2025 (the “Closing date”). The consideration paid for each share was $0.1515.
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, thereunto duly authorized.
| BIRDIE WIN CORPORATION | ||
| (Name of Registrant) | ||
| Date: March 26, 2025 | ||
| By: | /s/ Shiyong Zhao | |
| Name: | Shiyong Zhao | |
| Title: | Chief Executive Officer, and Chairman | |