M&A - Kuber Resources Corp

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Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000121465925005928

Filing Summary: Kuber Resources Corporation filed its annual report for the year ended December 31, 2024, detailing significant corporate actions including an acquisition agreement with Gongfa Materials (Guangdong) New Materials Technology Co., Limited. The Company agreed to acquire 100% of Gongfa’s shares in exchange for approximately $130 million worth of Company common stock. The acquisition was formalized and closed on January 14, 2025. Following the closure, Storming Dragon, the majority shareholder controlled by Raymond Fu, consolidated significant ownership within Kuber Resources. The report outlines the historical context of Kuber Resources, its formation, past corporate changes, and recent strategy shifts towards wood treatment using patented processes. Also noted is the recent disposal of the subsidiary Asia Image for approximately $500,760, showing a strategic pivot in business focus. The Company's future strategy emphasizes growth in wood panel operations and international trade.

Additional details:

Historical Acquisitions: Main Edge International Limited, Virtual Edge Limited, Asia Image Investing Limited


Subsidiaries Acquired: Kuber Resources (Hong Kong) Limited, Grayscale Investment (Asia) Limited, Kuber Resources (Guangdong) Co Limited


Share Issuance: 24,944,381 shares of restricted common stock to acquire Gongfa


Cash Disposal Amount: HKD3,900,000


Business Focus: wood panel treatment, international trading of commodities


Form Type: 8-K

Filing Date: 2025-01-15

Corporate Action: Acquisition

Type: New

Accession Number: 000121465925000669

Filing Summary: Kuber Resources Corporation and its wholly owned subsidiary, Kuber Resources (Guangdong) Co., Limited, have entered into an Acquisition Agreement with Gongfa Materials (Guangdong) New Materials Technology Co., Limited for the purchase of 100% of Gongfa's issued and outstanding shares. The transaction is valued at approximately $130 million USD, with the shareholders of Gongfa receiving shares of Kuber Resources common stock valued at $4.80 per share. Following the closing conditions' satisfaction, the acquisition was completed on January 14, 2025, with an effective date of December 31, 2024. Consequently, Gongfa is now a wholly owned subsidiary of Kuber Guangdong, and Storming Dragon, Kuber's majority shareholder, owns 67% of Kuber's outstanding common stock. An Equity Exchange Agreement was also executed concurrently, enabling Gongfa shareholders to become shareholders in Storming Dragon, resulting in a restructured ownership. Exhibits detailing the Acquisition Agreement and Equity Exchange Agreement have been referenced for completeness.

Additional details:

Item 1: Acquisition Agreement with Gongfa Materials


Item 2: Closing Date: January 14, 2025


Item 3: Total Consideration: approximately $130 million USD


Item 4: Share Consideration Price: $4.80 per share


Item 5: Common Shares Issued: 24,944,381


Item 6: Gongfa is now a wholly owned subsidiary of Kuber Guangdong


Item 7: Ownership structure post-closing includes 67% held by Storming Dragon controlled by Raymond Fu.


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