Item 1.01. Entry into a Material Definitive Agreement
The information contained in Item 2.01 below describes the agreement entered
into effective as of December 30, 2022.
Item 2.01 Completion of Acquisition or Disposition of Assets
The Share Exchange with Cambell International Holding Limited
On December 30, 2022, we entered into a share exchange agreement ("Share
Exchange Agreement") with (i) Cambell International Holding Limited ("Cambell
International"), a limited liability company incorporated in British Virgin
Islands on September 23, 2020 and (ii) the shareholders of Cambell International
(the "Cambell Shareholders") to acquire all the issued and outstanding capital
stock of Cambell International in exchange for the issuance to the Cambell
Shareholders of an aggregate of 1,000,000 shares (the "Shares") of our common
stock and the transfer by Ms. Xiaoyan to the Cambell Shareholders of 9,000,000
shares of our Series A Preferred Stock owned by her ("Reverse Acquisition"). The
Reverse Acquisition was closed on December 30, 2022.
None of Cambell International's stockholders is a U.S. Person (as that term is
defined in Regulation S of the Securities Act of 1933) and Cambell International
acquired our shares in the Reverse Merger outside of the United States.
In issuing these securities to Cambell International's stockholders, we relied
upon the exemption from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act") provided by Section 4(a)(2) of the
Securities Act, which exempts transactions by an issuer not involving any public
offering, and/or Regulation S promulgated by the U.S. Securities and Exchange
Commission (the "SEC"). Among other things, the offer or sale was made in an
offshore transaction 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. In addition, each of the
recipients of the shares certified that he/she/it is not a U.S. person and is
not acquiring the securities for the account or benefit of any U.S. person and
agreed to resell such securities only in accordance with the provisions of
Regulation S, pursuant to registration under the Act, or pursuant to an
available exemption from registration; and agreed not to engage in hedging
transactions with regard to such securities unless in compliance with the Act.
Business of Cambell International Holding Limited
Through its subsidiaries and interest in a variable interest entity in the
Peoples Republic of China, primarily LiaoNing KangBaiEr Biotechnology
Development Co., Ltd., Cambell International Holding Limited is focused on the
research and development of extraction processes of natural ? -carotene, as well
as the production, distribution marketing and sales of natural ? -carotene
health food products. Natural ? -carotene is a safe source of vitamin A which is
an essential nurturant important for vision, growth, cell division, reproduction
and immunity as well as containing antioxidant properties which offer protection
from diabetes, heart disease and cancer.
Accounting Treatment; Change of Control
Pursuant to the "Reverse Acquisition," Cambell International is deemed to be the
acquirer. Consequently, the assets and liabilities and the historical operations
that will be reflected in the financial statements prior to the Business
Combination will be those of Cambell International and its consolidated
subsidiaries and will be recorded at the historical cost basis of Cambell
International, and the consolidated financial statements after consummation of
the Business Combination will include the assets and liabilities of Cambell
International and its subsidiaries and VIE, historical operations of Cambell
International and its subsidiaries and VIE, and operations of Bitmis Corp. from
the Closing Date of the Reverse Acquisition.
Pursuant to the Business Combination, a change of control of Bitmis Corp.
occurred as of the Closing Date. Except as described in this Report, no
arrangements or understandings exist among present or former controlling
shareholders with respect to the election of members of our Board and, to our
knowledge, no other arrangements exist that might result in a change of control
of the Bitmis Corp.
We continue to be a "smaller reporting company," as defined under the Exchange
Act, following the Reverse Acquisition.
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Item 3.02 Unregistered Sales of Equity Securities.
On December 30, 2022, we entered into a share exchange agreement ("Share
Exchange Agreement") with (i) Cambell International Holding Limited ("Cambell
International"), a limited liability company incorporated in British Virgin
Islands on September 23, 2020 and (ii) the shareholders of Cambell International
(the "Cambell Shareholders") to acquire all the issued and outstanding capital
stock of Cambell International in exchange for the issuance to the Cambell
Shareholders of an aggregate of 1,000,000 shares (the "Shares") of our common
stock and the transfer by Ms. Xiaoyan to the Cambell Shareholders of 9,000,000
shares of our Series A Preferred Stock owned by her ("Reverse Acquisition"). The
Reverse Acquisition was closed on December 30, 2022.
None of Cambell International's stockholders is a U.S. Person (as that term is
defined in Regulation S of the Securities Act of 1933) and Cambell International
acquired our shares in the Reverse Merger outside of the United States.
In issuing these securities to Cambell International's stockholders, we relied
upon the exemption from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act") provided by Section 4(a)(2) of the
Securities Act, which exempts transactions by an issuer not involving any public
offering, and/or Regulation S promulgated by the U.S. Securities and Exchange
Commission (the "SEC"). Among other things, the offer or sale was made in an
offshore transaction 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. In addition, each of the
recipients of the shares certified that he/she/it is not a U.S. person and is
not acquiring the securities for the account or benefit of any U.S. person and
agreed to resell such securities only in accordance with the provisions of
Regulation S, pursuant to registration under the Act, or pursuant to an
available exemption from registration; and agreed not to engage in hedging
transactions with regard to such securities unless in compliance with the Act.
Item 5.01 Change in Control of Registrant.
Reference is made to the disclosure made under Item 1.01 and Item 2.01 which is
incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
In connection with the closing of the Reverse Takeover described above in Item
2.01 Ms, Xiaoyan Yuan our sole officer and director resigned from her positions
as Chief Executive Officer, Chief Financial Officer, Chief Operating Officer,
and sole director, and appointed the following person as Directors and Executive
Officers of the Company effective with his resignation.
The following table sets forth certain information concerning our newly
appointed director and executive officer:
Name Age Position
Ms. Sun Xiuzhi 66 Chief Executive Officer, Chief Financial Officer and
Director
Ms. Sun Xiuzhi, Chief Executive Officer, Chief Financial Officer, and Director
Ms. Xiuzhi has served as the Company's Chief Executive Office, Chief Financial
Officer, and Director since the closing of the Reverse Acquisition on December
30, 2022. Since 2015 she has served as the Chairperson of Liaoning Kangbaier
Biotechnology Development Co., Ltd, a company she founded which is focus on the
research and development of technology related to natural ? -carotene extraction
as well as the commercialization of products derived from such technology. Ms.
Xiuzhi attended Shenyang University of Technology.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is filed with this report:
Exhibit
Number Description
10.1 Share Exchange Agreement
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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