false
0001980295
0001980295
2026-01-29
2026-01-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January
29, 2026 (January 29, 2026)
| IMA Tech |
| (Exact name of registrant as specified in its charter) |
| 333-268561 |
|
98-1626237 |
| (Commission File Number) |
|
(IRS Employer Identification Number) |
|
Room
302, Building 24, Lane 977,
Jufeng
Road, Pudong New Area,
Shanghai City (East Area
of
Huagao Er
Village), 200120 |
|
China |
| (Address of Principal Executive Offices) |
|
(State or other jurisdiction of incorporation or organization) |
+86 18621500863
(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:
| ☐ |
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 1.01 Entry into a
Material Definitive Agreement.
On
January 29, 2026, IMA Tech, a Wyoming corporation (the “Company”), entered into a Letter of Intent
(the “Letter of Intent”) to acquire Shenzhen Jingbao Supply Chain Technology Co., Ltd. (“Shenzhen
Jingbao”), a company owned by the Company’s Sole Officer and Director, Wang Hui. The Letter of Intent contemplates
that the Company would issue a combination of common stock and Series A Preferred Stock (see Item 5.07 Submission of Matters to a Vote
of Security Holders below) in the acquisition. The definitive agreement is expected to be completed by approximately February 15,
2026, following the completion of certain administrative actions required by applicable Chinese law, with a closing to occur shortly thereafter.
With
over two decades of expertise in international logistics, Shenzhen Jingbao is headquartered in Shenzhen, China, and operates branches
across Guangzhou, Shenzhen, Quanzhou, Xiamen, Yiwu, and Qingdao. Originally specializing in containerized maritime, land, and air freight,
Shenzhen Jingbao has cultivated a pragmatic, diligent, and efficient service philosophy. Leveraging its professional expertise and resource
advantages, it has developed an in-house ecommerce logistics system to target the rapidly expanding e-commerce sector in Southeast Asia.
Shenzhen Jingbao is committed to becoming the most robust supply chain logistics provider in the region, building an integrated and comprehensive
logistics information system and management model. It aims to create a professional logistics service enterprise that seamlessly integrates
commercial, logistics, information, and capital flows.
The
foregoing description of the Letter of Intent is qualified in its entirety by the full text of the Letter of Intent, which is filed as
Exhibits 10.1, respectively, to, and incorporated by reference in, this Current Report.
Item 5.07 Submission of
Matters to a Vote of Security Holders.
On January
20, 2026, Wang Hui, the holder of the majority voting power of the Company, approved the adoption and filing of an Amended and Restated
Articles of Incorporation (the “Amended and Restated Articles”) with the State of Wyoming, which Amended and
Restated Articles are to be filed not before March 17, 2026 (following the dissemination of the Company’s Schedule 14C Information
Statement (the “Schedule 14C”).
The
form of Amended and Restated Articles included in the Schedule 14C as Exhibit A thereto is incorporated by reference in this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
10.1
|
|
Letter of Intent between the Company and Wang Hui
|
| 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: January 29, 2026 |
|
|
|
By: |
|
/s/ Wang Hui |
| |
|
|
|
|
|
Wang Hui |
| |
|
|
|
|
|
Chief Executive Officer |