8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 29, 2024

HANRYU HOLDINGS, INC.

 (Exact name of registrant as specified in its charter)

Delaware	001-41763	88-1368281
(State or other jurisdiction of incorporation)	(Commission‎ File Number)	‎(I.R.S. Employer‎ ‎Identification No.)

160, Yeouiseo-ro, Yeongdeungpo-gu, Seoul, Republic of Korea 07231

(Address‎ of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +82-2564-8588

Not Applicable

‎(Former name or former address, if changed since last report) 

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	HRYU	NASDAQ (Nasdaq Capital Market)

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 x

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. ¨

Item 7.01 Regulation FD Disclosure.

On February 26, 2024, TaeHoon Kim, the Chief Technology Officer and Vice President of Hanryu Holdings, Inc. (the “Company”) sent an email to limited numbers of shareholders of the Company attached hereto as Exhibit 99.1, advising those shareholders of the Company that he is a newly appointed Chief Executive Officer and President of the Company.

On the same day, Changhyuk Kang, the Chief Executive Officer, President and Director of the Company sent an email to limited numbers of shareholders of the Company attached hereto as Exhibit 99.2, informing those shareholders of the Company regarding the unlawful alleged resolution by the board of directors (the “Board) of the Company and advising those shareholders of the Company that TaeHoon Kim is not an interim Chief Executive Officer of the Company.

Item 9.01 Financial Statement and Exhibits.

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	EMAIL FROM TAEHOON KIM DATED FEBRUARY 26, 2024 AND ITS ENGLISH TRANSLATION
99.2	EMAIL FROM CHANGHYUK KANG DATED FEBRUARY 26, 2024 AND ITS ENGLISH TRANSLATION
101	Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

SIGNATURE

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.

	HANRYU HOLDINGS, Inc.
February 29, 2024	By:	/s/ Changhyuk Kang
	Name:	Changhyuk Kang
	Title:	CEO

EX-99.1

Exhibit 99.1

24. 2. 29. ?? 12:49Gmail - ????? ?? ????https://mail.google.com/mail/u/0/?ik=be0f96e34e&view=pt&search=all&permmsgid=msg-f:1791949620660364422&simpl=msg-f:1791949620660?1/1Changhyuk Kang <ctakangpro@gmail.com>????? ?? ??????? <kth@hanryubank.com>2024? 2? 26? ?? 5:32????: ??? <sjh@hanryubank.com>????: ctakangpro@gmail.com ??????. ?? ?? ?? HANRYU HOLDINGS INC. ????? ?? CEO/President? ??? ??????. ??? ?? ??, ? ?????? ?? ??? ?? ??? ?? ??? ? ??? ???????.?? ????? ? ?? ?????? CEO?? ??? ??? ?? ????. ??? ??? ?? ?????? Joshuan Ko? ? ?????? ??? ????? ?? ?? ??? SEC??? ??? ????? ? ????? ??? ???? ??? ????? ???? ??? ????.?? ??? ????? CTO ? ????? ??????? ??? ????. ???? ?? CEO?? ?? ??? ????? ?? ????? ?? ??? ?? ?? ?? ????. ?? ??? ??? ??? ????.??? ????? ?? ?? ??? ??? ?? ??? ?? ????? ??? ??? ?????. ?????. -??- ????? ???? ????? ??????? ??????? ?? (MBA) (?) EBS ???? PD(?) Naver ????, ??????, ????? ???(?) Hangame ??????? ??(?) NHN Games ??? ??(?) Webzen ?????(?) Webzen Mobile ???? (?) Hanryu Holdings CTO & CEOHANRYU HOLDINGS Resolution 24-01.pdf105K

HANRYU HOLDINGS BOARD RESOLUTION 24-01 Whereas, Hanryu Holdings, a Delaware Corporation, shall continue to operate to generate value for shareholders; Whereas, the Board of Directors of Hanryu Holdings has conducted a special meeting on February 25, 2024 to safeguard the well-being of the company; Whereas, the company's ability to generate values for shareholders has been impeded by serious deficiencies in performance as Chief Executive Officer of Hanryu Holdings by Chang Hyuk Kang to include: 1. Non-responsive to requests from the Board of Directors. a. November request from Director Morris for financial and operational data of the company. b. January follow-up request from Director Morris for financial and operational data. c. January request from Director Morris for strategic plan for company. d. January request from Board of Directors for timeline for activities required for holding Annual Meeting of Shareholders in accordance with U.S. Securities and Exchange Commission regulations. e. February request from Director Ahn, seconded by Director Morris for special board meeting. 2. Exceeding authorization of the Board of Directors for Company actions. a. Reorganizing and disposing of Company Assets when Board of Directors specifically requested plan of action to be reviewed by Board before actions are executed. b. Actions to expand Board of Directors to 13 members without consultation of Nominating Committee. 3. Serious operational performance deficiencies of the company resulting in collapse of share price leading to the company receiving a deficiency letter form the Nasdaq Listing Qualifications Department on February 5, 2024 due to: a. Lack of revenue growth. b. Lack of subscriber growth. c. Lack of strategic plan to address decline of company position despite the request of the Board of Directors. 4. Serious deficiencies in management of company internal operations. a. Non-payment of staff for work performed. b. Non-payment of vendors for work performed. c. Failure to maintain company Investor Relations portion of Internet site. d. Interference with the ability of the Chief Financial Officer to perform required duties including custody of company funds.

It is resolved that Mr. Chang Hyuk Kang is removed from the office of the Chief Executive Officer and Mr. Taehoon Kim is appointed as Interim President and Chief Executive Officer of Hanryu Holdings, effective immediately. Adopted by Board of Directors of Hanryu Holdings on February 25, 2024. Objected ______________________________ Arum Ahn, Independent Director Affirmed ______________________________ John Morris, Independent Director Affirmed ______________________________ Jay Woo, Independent Director

To: Shareholders of Hanryu Holdings INC. Taehoon Kim <kth@hanryubank.com> Feb 26, 2024 PM 5:32 To: Shin Ju-Hyeon sjh@hanryubank.com CC: ctakangpro@gmail.com Hello, I am Taehoon Kim, newly appointed as the CEO/President of HANRYU HOLDINGS INC. following today's BOD meeting. As attached herewith, during the meeting, responsibility for various matters was addressed, leading to the dismissal of former CEO Changhyuk Kang. Consequently, this is to inform you that Mr. Changhyuk Kang is no longer holds authority as CEO of HANRYU HOLDINGS. Additionally, our company has terminated the contract with our previous legal representative, Joshua Ko, and is currently in the process of contracting with a new legal representative and law firm well-versed in US local law and SEC regulations. Please take this note. I have served previously as the CTO, Vice President, and registered officer of HANRYU HOLDINGS. From today onwards, I hereby promise to exert my best efforts as CEO to normalize and to get back on track for our company. Attached you will find a brief summary of my background. I will soon arrange a shareholders' meeting to explain the company's vision and operational direction. Thank you. - Background - Bachelor's Degree in German Education at Seoul National University Master of Business Administration (MBA) at Seoul National University's Graduate School of Business Administration Former EBS Educational Broadcasting PD Former Naver Marketing Team, Service Planning Team, and Affiliate Team Manager Former Hangame Publishing Team Leader Former NHN Games Business Director Former Webzen Business Department Manager Former Webzen Mobile CEO Current: Hanryu Holdings CTO & CEO Lim Jae-Hyung / Certified Translator Certification No. 132E3064 License No. A010-61743 The Korean Society of Translators International Interpretation & Translation Association

EX-99.2

Exhibit 99.2

Exhibit 99.2 Hanryu Holdings, Inc.(KOREA) 160, Yeouiseo-Ro Youngdeungpo-Gu, Seoul Republic of Korea, 07231 ???? : ????? 20240226-001 ???? : 2024? 2? 26? ??? : HANRYU HOLDINGS,INC ???? ? ? : HANRYU HOLDINGS,INC ?? ??? ????? ?? ?? ?????? ?? ????? CEO?? ????? ??? ?? ?? ??????. ?? 12:00PM(????) ?????? ?? ?? ????? ?? ??? ??? ???. ?????? ??? ????? ??? ?? ???? ? ??? ?? ? ??? ??? ?? ?? ???? ????? ??? ???? ? ?? ????? ?? ?? ? ??? ???????. ??? ???? ?????? ??? ? ??? ??? ??? ??? ????? ?? ???? ????? ???? ? ???? ??? ?? ?? ???? ??? ??? ????? ????. ?? ?? ?? ????? ? ???? ????? ??? ???? ?????? ?? ??? ?????. ? ?? ??? ??? ??? ??? ??? ???? ????? ?? ??? ??? ???? ? ??? ??? ???? Management Committee (?????)?? ????? ?? ???? ??? ???? ??? interim CEO (???? ??)? ????? ??? ????? ??????? ????? ?? ??? ??? ??? ??? ???? ???? ??? ?? interim CEO? ? CTO? "Mr. Kim"? ???????. ??? ??? ??? ?????. ??? ??? ?? ??? ?? ?? ???? ??? ????? ??? ??? Mr. Kim? ???? ??? ??? ??? ?? ??? ??? ?? ??? ??? ???? ??? ???? ??? ? ?? ?? ??? ???? ?? ??? ?? ????? ??? ??? ???? ??? ??? ???? ???? ?? ? ??? ??? ?????. ??? ? ??? ??? "?????? ?? ??? ???? ???? ??"?? ??? "???? ???? ???? ??? ??? ?

? ??? ??? ??" ?? ?? ???? ??? ??? ??? ???????. ??? ?? "??? ?? ???? ????? ???? ?????? ??? ???? ??? ????" ?? ????? ??? ??? ???? ??? ??? ??? ??? ??? ???? ?? ? ??? ??? ??? ??? ???? ?? ???? ???? ?????? ???? ??? ???? ??? ??? ??? ???? ???? ?????? ??? ???? ????. ???? ? ??? ??? ????" Management Committee? ????? ??? Corporate Governance Committee?? ?????"?? ?? ?? ?? ??? ???? ?? ??? ??? "?? ???? ???? ??? ??? ? ??" ?? ??? ??? ???? ?? ??? ??? ??? ?? ???????. ? ??? John Morris??? ????? ? ??? ?????? ?? ??? ??? ??? CTO? ????? ?? ????? ???? ?????. ??? ??(???)? ???? ??? ?? ??? CTO? ??? ????? ?????? ??? ??? ???? ???? ????. ??? ?? ???? ?? ?? 10-K(??? ????????? ? ?????)? ??? ?? ??? ????? ?? ????? ??? ??? ?? ?? ???? ?? ???? ?? ? ??? ???? ???????? ??? ??? ???? ?? ??? CEO? ????? ???? ? ?? ??? ? ? ??? ?????? ???? ?????. ?? ?? ?? ?????? ?????? ???? ????. ??? ??? ????? ??? ?? ??? ??? ?? ??? ???? ??? ??? ??? ?? ? ??? ??? ????? ? 10-K??? ??? ??? ?? ?? ??????. ????? ??? ?? ??

Hanryu Holdings, Inc.(KOREA) 160, Yeouiseo-Ro Youngdeungpo-Gu, Seoul Republic of Korea, 07231 Doc No.: Hanryu Holdings 20240226-001 Date: Feb 26, 2024 To : Shareholders of HANRYU HOLDINGS,INC Re: Notice to Shareholders of HANRYU HOLDINGS,INC Dear Shareholders of Hanryu Holdings, Inc, I am Changhyuk Kang, CEO and director of Hanryu Holdings. I would like to share information with our shareholders regarding an emergency BOD meeting scheduled for today at 12:00 PM (Korean time). Regarding the current management issues facing Hanryu Holdings, I have promised to take strong measures upon identifying the situation and discovering the problems. I have requested the BOD to investigate and audit the subsidiary's financial records and expenditure. However, directors John Morris and Woo Jihyung Woo, excluding independent director Aram Ahn, refused to even consider the matter, showing no interest in understanding the situation or rectifying it, but rather focused on discussing my removal as CEO. Feeling responsible for the current state of affairs at Hanryu Holdings and its subsidiaries, I expressed my intention to resign as CEO. Subsequently, Jihyung Woo raised issues based on incorrect information. When I attempted to correct the misinformation, John Morris suddenly convened a non-existent Management Committee and proposed a resolution to dismiss me as CEO and appoint an interim CEO, and the management committee insisted that I had no voting right because I could not be a part of Management Committee as a current CEO. Director Morris recommended Mr. Kim, the current CTO, for the interim CEO position, without even knowing his full name. Upon hearing this, Aram Ahn agreed in principle to my removal as CEO but expressed concerns about voting on the appointment of Mr. Kim without knowing his qualifications or vision for the company. He suggested establishing clear legal grounds first to ensure transparency and accuracy in the BOD's proceedings. However, John Morris changed his stance from "I had no voting rights because I was not a part of Management Committee" to claiming that "I had no voting rights due to conflicts of interest because I should not decide on whether to terminate

myself from the CEO position." I asked Mr. Morris how there can be conflicts of interest when I already stated my resignation and Mr. Ahn repeated requested for a clear legal basis for the decision to exclude my votes in appointment of interim CEO, but John Morris proceeded with the vote, distorting Aram Ahn's statements and attempting to force a decision against Mr. Ahn's opposition. Eventually, Director Morris admitted that the Management Committee did not exist and proceeded with the resolution under a Corporate Governance Committee instead. Aram Ahn declared that he would no longer participate in this illegal proceeding and I also declared the board action invalid before leaving the meeting. Shortly after, John Morris sent an email to Hanryu Holdings and its subsidiaries' employees, falsely claiming that I had resigned and that Taehoon Kim, the CTO who had never even been to the company's offices, had been appointed as CEO. I wrote the shareholder because I couldn't stand idly by while two independent directors spent the entire board meeting trying to appoint as an interim CEO a man whose name they couldn't even get right, ignoring procedures and laws rather than discussing how to prepare the audit and the 10-K (Fiscal report and business plan in Korea). I would like to reiterate that my intention is not to keep the position of the CEO. I promise that the new CEO should be appointed as soon as possible after a thorough career verification and review of his vision for the company, and until then, I will do my best to normalize the company's management and prepare the 10-K report. Sincerely, Changhyuk Kang, Director of Hallyu Holdings Lim Jae-Hyung / Certified Translator Certification No. 132E3064 License No. A010-61743 The Korean Society of Translators International Interpretation & Translation Association

XML

Cover	Feb. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 29, 2024
Entity File Number	001-41763
Entity Registrant Name	HANRYU HOLDINGS, INC.
Entity Central Index Key	0001911545
Entity Tax Identification Number	88-1368281
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	160, Yeouiseo-ro
Entity Address, Address Line Two	Yeongdeungpo-gu
Entity Address, City or Town	Seoul
Entity Address, Country	KR
Entity Address, Postal Zip Code	07231
City Area Code	+82
Local Phone Number	2564-8588
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	HRYU
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false