UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Item 5.01 Changes in Control of Registrant
On January 10, 2025, Mr. TIEN SENG TONG (the “Investor”) entered into stock purchase agreements for the acquisition of an aggregate of 6,000,000 shares of Common Stock of the Company and acquired a controlling 74% equity stake in KHEOBA CORP. (the “Company”) through a privately negotiated transaction.
The Investor purchased 6,000,000 shares of the Company’s common stock at a price of USD 0.091 per share. This transaction was financed through the Investor’s own capital. The Purchase Agreement was fully executed and delivered. Consequently, the Investor is now able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required, and, ultimately, the direction of our Company.
The Investor has outlined the following strategic plans for the Company:
| · | Explore opportunities for international expansion and strategic partnerships |
| · | Invest in internet related business development and explore the Asia Pacific market |
Additionally, on January 14, 2025, Gaga Gvenetadze resigned from all executive officer positions at the Company, including President, Chief Executive Officer, Treasurer, Chief Financial Officer, Chief Accounting Officer, and Secretary, with immediate effect. On the same date, Irakli Tatarishvili and Giorgi Sambadze also submitted their resignations as directors of the Company, effective immediately.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As of January 14, 2025, Gaga Gvenetadze, the President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary of the Company, submitted his resignation from all executive officer positions effective immediately. Mr. Gvenetadze's decision to resign is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. The Board of the Company appointed Mr. Ka Miew Hon (age 47) as the President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer and Secretary, effective on January 14, 2025.
On January 14, 2025, Irakli Tatarishvili and Giorgi Sambadze submitted their resignation from their director positions with the Company effective immediately. The Company did not appoint any independent director.
Background
Mr. Ka Miew Hon is an accomplished leader with over 20 years of experience in the information technology sector, specializing in enterprise software, cloud computing, and emerging technologies. He earned his Bachelor’s Degree in Computer Science from Universiti Teknologi Malaysia in 2000. Previously, he served as Development Director at Buzz Interactive (2019-2024), where he enhanced workflow efficiency and client support services. At Snappymob (2014-2019), he modernized legacy systems and improved user interfaces. His earlier role at XOX Malaysia involved integrating ERP and CRM platforms. Mr. Hon is committed to driving innovation and fostering collaborative engineering teams in the tech industry.
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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.
| KHEOBA CORP. | |||
| Date: January 14, 2025 | By: | /s/ Ka Miew Hon | |
| Name: | Ka Miew Hon | ||
| Title: | President | ||
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