Current Report Filing (8-k)
05 March 2022 - 12:01AM
Edgar (US Regulatory)
0001422296
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0001422296
2022-03-01
2022-03-01
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xbrli:shares
iso4217:USD
xbrli:shares
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): March 1, 2022
WEDOTALK
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-55973 |
|
83-0610554 |
(State or other jurisdiction
of |
|
(Commission |
|
(IRS Employer |
incorporation) |
|
File Number) |
|
Identification No.) |
House
1E1, Zhuoyue Weigang North
Nanshan
District, Shenzhen, P.R. China 518000
(Address
of principal executive offices, zip code)
(+86)
138-2887-0006
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
☐ |
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 |
None |
|
N/A |
|
N/A |
|
|
|
|
|
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 ☐
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 1, 2022, Shentang International, Inc. (the “Company”) filed Articles of Merger with the Secretary of State of Nevada
to effectuate a merger between the Company and the Company’s newly formed, wholly owned subsidiary, WedoTalk Merger Sub, Inc. (the
“Merger Sub”). According to the Articles of Merger, effective March 1, 2022, the Merger Sub merged with and into the Company
with the Company continuing as the surviving entity (the “Merger”).
As
permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of the Company's name.
Upon the effectiveness of the filing of the Articles of Merger with the Secretary of State of Nevada, which is March 1, 2022, the Company’s
Amended and Restated Articles of Incorporation were deemed amended to reflect the change in the Company’s corporate name from Shentang
International, Inc. to WedoTalk Inc. (the “Name Change”). The Company also amended and restated its bylaws to be effective
on March 1, 2022 to reflect the Name Change.
On
December 14, 2021, the Company submitted an Issuer Company-Related Action Notification to FINRA regarding the Name Change. FINRA has
not yet declared an effective date for the Name Change. Pending FINRA approval, the Company’s common stock will continue to trade
on the OTC Pink Markets under the symbol “SHNL”.
Copies
of the Articles of Merger filed with the Secretary of State of Nevada and the Amended and Restated Bylaws are attached hereto as Exhibits
2.1 and 3.1, respectively, and are incorporated herein by reference. The only change to the Company’s Amended and Restated Articles
of Incorporation and Amended and Restated Bylaws is the change of the Company’s corporate name from Shentang International, Inc.
to WedoTalk Inc. in each document.
ITEM
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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.
|
WedoTalk Inc. |
|
|
Dated: March 4, 2022 |
By: |
/s/ Lei Xu |
|
Name: |
Lei Xu |
|
Title: |
President, Treasurer and Secretary |
2
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