SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events
On March 5, 2025 the Registrant and its subsidiary, Beijing Tongzhilian Cultural Development Co., Ltd. (“Tongzhilian”) signed a Framework Agreement for Merger and Acquisition with Shenzhen Huayufeng Technology Co., Ltd. (“Huayufeng”) and its owner, Du Jianmei. The Agreement recites that Huayufeng is engaged in the business of providing academic ability enhancement solutions and AI education technology services to students preparing for China’s national exams. In order to integrate Huayufeng’s educational resources with Tongzhilian’s cultural tourism, the parties have agreed to pursue an acquisition of Huayufeng by Tongzhilian.
The Framework Agreement provides that the acquisition will occur if (a) the parties obtain the necessary government and internal approvals, (b) Huayufeng completes all legal and financial procedures related to the acquisition, and (c) the parties execute a merger and acquisition agreement. Upon satisfaction of those conditions, the acquisition will be completed with Du Jianmei transferring all of the equity in Huayufeng to Tongzhilian and the Registrant issuing shares of its common stock to Du Jianmei. The number of Registrant shares to be issued will be based on agreement of the parties with reference to the financial condition of Huayufeng and the market price of the Registrant’s common stock.
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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.
| MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED | ||
| Dated: March 5, 2025 | By: | /s/ Huang Fang |
| Huang Fang | ||
| Chief Executive Officer | ||
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