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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
_____________________
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): June
22, 2026 (June 17, 2026)
| IMA Tech |
| (Exact name of registrant as specified in its charter) |
| 000-56696 |
|
98-1626237 |
| (Commission File Number) |
|
(IRS Employer Identification Number) |
|
11336 Franklin Boulevard
Elk Grove, California 95757 |
|
Wyoming |
| (Address of Principal Executive Offices |
|
(State or other jurisdiction of incorporation or organization) |
(916) 534-6052
(Registrant’s telephone number, including area
code)
Room 302, Building 24, Lane 977, Jufeng Road,
Pudong New Area, Shanghai City (East Area of Huagao
Er Village), China
(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 |
| 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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 5.01 Changes in Control of Registrant.
Effective June 17, 2026, there
occurred a change in control of IMA Tech, a Wyoming corporation (the “Company”). On such date, pursuant
to a stock purchase agreement (the “Change-in-Control Agreement”), Inderji Mangat acquired 1,500,000 shares
of the Company’s common stock (the “Control Shares”) from Wang Hui. The Control Shares represent
approximately 57.47% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total
consideration paid by Ms. Mangat for the Control Shares was $300,000, $75,000 in cash and a secured note in the principal amount of $225,000
(payable $112,500 on July 15, 2026, and $112,500 payable on August 15, 2026) delivered at the closing. As security for the payment of
such secured note, the Control Shares are pledged in favor of Mr. Wang.
In conjunction with the Change-in-Control
Agreement, on June 17, 2026, Wang Hui resigned as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the
Company and Inderjit Mangat was appointed as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the Company.
Certain information regarding
the background of Ms. Mangat is set forth below.
| |
Inderjit
Mangat, 65, has served as the Company’s Sole Officer and Director, since June 17, 2026.
After earning a degree in Electrical Engineering from San Jose State University, San Jose,
California, Ms. Mangat worked as a UNIX Network Administrator for the U.S. Department of
War for over 30 years, with a top security clearance. Since leaving that position, in 2023,
Ms. Mangat has owned and operated “Amar Capital Corp.”, an Elk Grove, California-based real estate firm.
|
|
The following table sets forth,
as of the date of this Current Report, the shareholdings of (1) each person owning beneficially 5% or more of the Company’s outstanding
common stock; (2) each executive officer of the Company, and (3) all officers and directors as a group. Unless otherwise indicated, each
owner has sole voting and investment power over his securities. Information relating to beneficial ownership of securities by our principal
shareholders and management is based upon information furnished by each person using beneficial ownership’ concepts under the rules
of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which
includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting
of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial
ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and
a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except
as noted below, each person has sole voting and investment power. Except as disclosed herein, we do not have any outstanding options or
other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person
listed is c/o IMA Tech, 11330 Franklin Boulevard, Elk Grove, California 95757.
| Name of Beneficial Owner |
|
Title of Class |
|
Beneficial Ownership |
|
Percent of Class(1) |
| Inderjit Mangat(2) |
|
Common Stock |
|
|
1,500,000 |
|
|
|
57.47% |
|
| All Officers and Directors as a Group (1 person) |
|
Common Stock |
|
|
1,500,000 |
|
|
|
57.47% |
|
| (1) |
Based on 2,609,878 shares outstanding, as of the date of this Current Report. |
| (2) |
Officer and director. |
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure set forth above
under Item 5.01. Changes in Control of Registrant is incorporated in this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
|
|
|
IMA TECH |
| |
|
|
|
| Date: June 22, 2026 |
|
|
|
By: |
|
/s/ Inderjit Mangat |
| |
|
|
|
|
|
Inderjit Mangat |
| |
|
|
|
|
|
Chief Executive Officer |
