UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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ITEM 1.01 Entry into a Material Definitive Agreement.
On February 21, 2025, Huineng Technology Corporation (the “Company”) entered into subscription agreement with one investor, Kae Ren Tee, subscribing 39,000,000 common shares. The investor agreed to subscribe 39,000,000 shares of the Company’s common stock with par value $0.001 per share, at a purchase price of $0.001 per share, in aggregate for cash consideration of $39,000.
As a result, the number of issued and outstanding share of common stock of the Company increased from pre-private placement 5,545,000 shares of common stock to post-private placement 44,545,000 shares of common stock.
ITEM 3.02 Unregistered Sales of Equity Security.
In reference to Item 1.01 of this Form 8-K, on February 21, 2025, the Company completed the issuance and sale of an aggregate of 39,000,000 common shares at a price of $0.001 per share with par value $0.001 per share in a private placement, pursuant to the Subscription Agreement dated as of February 21, 2025 between the Company and investor. The net proceeds to the Company amounted to $39,000 went directly to the Company as working capital.
Regards to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
ITEM 9.01 Financial Statements and Exhibits.
| 10.1 | Form of Subscription Agreement dated February 21, 2025 |
| 99.1 | Written Consent of the Board of Directors of the Company, dated February 21, 2025 |
| 104 | Cover 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, thereunto duly authorized.
| HUINENG TECHNOLOGY CORPORATION | ||
| (Name of Registrant) | ||
| Date: February 27, 2025 | ||
| By: | /s/ Guoxiang Ao | |
| Name: | Guoxiang Ao | |
| Title: | President, Chief Executive Officer, Secretary, Treasurer, and Director | |