UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14C
(Rule
14c−101)
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the Securities
Exchange
Act of 1924
Check
the appropriate box:
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Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c−5(d)(2)) |
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| ☒ |
Definitive
Information Statement |
KUN
PENG INTERNATIONAL LTD.
(Name
of Registrant As Specified in Charter)
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No fee required. |
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| ☐ |
Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b)
of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 |
Kun
Peng International Ltd.
Room
2069W, Sihui Building No 1008-B, Huihe South Street
Banbidian
Village
Gaobeidian
Town, Chaoyang District
Beijing,
PRC
NOTICE
OF ACTION BY
WRITTEN
CONSENT OF MAJORITY STOCKHOLDERS
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
We
are furnishing this notice and the accompanying information statement (the “Information Statement”) to the holders of shares
of common stock, par value $0.0001 per share, (“Common Stock”) of Kun Peng International Ltd., a corporation organized under
the laws of the State of Nevada, (the “Company”) pursuant to Section 14 of the Securities Exchange Act of 1934, as amended,
(the “Exchange Act”) and Regulation 14C and Schedule 14C thereunder, and Section 78.320 of the Nevada Revised Statutes (the
“NRS”) in connection with the approval by written consent of the holders of a majority of the issued and outstanding shares
of Common Stock (the “Written Consent”) of a one for ten (1-for-10) reverse split of the Company’s outstanding shares
of Common Stock and the related amendment to the Company’s certificate of incorporation (the “Reverse Split”).
The
purpose of this Information Statement is to notify our stockholders that on January 20, 2026 the owners of approximately 85.4% of our
issued and outstanding shares of Common Stock as of such date executed a written consent approving the Reverse Split. In accordance with
Rule 14c-2 promulgated under the Exchange Act, the Reverse Split will become effective no sooner than 20 days after we mail this notice
and the accompanying Information Statement to our stockholders.
The
Written Consent that we received constitutes the only stockholder approval required for the Reverse Split under the NRS and, as a result,
no further action by any other stockholder is required to approve the Reverse Split and we have not and will not be soliciting your approval
of the Reverse Split.
This
notice and the accompanying Information Statement are first being mailed to our stockholders on or about February 25, 2026. This
notice and the accompanying Information Statement shall constitute notice to you of the action by written consent in accordance with
Section 78.320 of the NRS and Rule 14c-2 promulgated under the Exchange Act.
By
Order of the Board of Directors,
/s/
ZHUANG Richun
Executive
Director and Chief Executive Officer
Kun
Peng International Ltd.
Room
2069W, Sihui Building No 1008-B, Huihe South Street
Banbidian
Village
Gaobeidian
Town, Chaoyang District
Beijing,
PRC
INFORMATION
STATEMENT
Action
by Written Consent of Majority Stockholders
WE
ARE NOT ASKING YOU FOR A
PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
OVERVIEW OF ACTIONS
This
Information Statement is being furnished to the holders of shares of common stock, par value $0.0001 per share, (“Common Stock”)
of Kun Peng International Ltd. (the “Company”) in connection with the action by written consent of the holders of a majority
of our issued and outstanding shares of Common Stock taken without a meeting (the “Written Consent”) to approve the actions
described in this Information Statement (“Stockholder Actions”). In this Information Statement, all references to
“the Company,” “we,” “us,” or “our” refer to Kun Peng International Ltd. We are
mailing this Information Statement to our stockholders of record as of January 20, 2026 (the “Record Date”) on or about February
25, 2026.
Pursuant
to Rule 14c-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), the actions described herein will not become effective until 20 calendar days following
the date on which this Information Statement is first mailed to our stockholders.
The
entire cost of furnishing this Information Statement will be borne by the Company.
Actions
by Consenting Stockholders
On
January 20, 2026, the Board of Directors (the “Board”) of the Company unanimously adopted resolutions approving an amendment
to the Company’s certificate of incorporation (the “Certificate of Incorporation”) to effect a one-for-ten reverse
stock split (the “Reverse Split”) such that every holder of Common Stock will hold one share of Common Stock for every
ten shares of Common Stock held by such holder prior to the effective date of the Reverse Split.
The
affirmative vote of holders of a majority of the Company’s voting stock could either be taken at a special meeting of the stockholders
or through written consent from the holders of a majority of our issued and outstanding voting securities. The authority of our stockholders
to take these actions by written consent, in lieu of a meeting, is provided by Section 78.320 of the NRS, which provides that any action
that may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice if a consent
in writing setting forth the action taken is signed by the holders of outstanding shares of Common Stock having not less than the minimum
number of votes that would be necessary to take such action. In order to eliminate the costs and management time involved in holding
a meeting and obtaining proxies and in order to effect the Reverse Split as early as possible in order to accomplish the purposes hereinafter
described, we elected to obtain stockholder approval of the Reverse Split by means of the Written Consent of the holders of a majority
of the outstanding shares of our Common Stock.
As
of the close of business on the Record Date, we had 400,000,000 shares of Common Stock issued and outstanding and entitled to vote on
the Reverse Split. Each share of Common Stock outstanding as of the close of business on the Record Date was entitled to one vote.
On
January 20, 2026, pursuant to Section 78.320 of the NRS, we received Written Consent approving the Reverse Split from stockholders holding
an aggregate of 341,583,910 shares of our Common Stock, representing 85.4% of our outstanding shares of Common Stock. Therefore, your
consent is not required and is not being solicited in connection with the approval of the Reverse Split.
Notice
pursuant to Section 78.320 of the NRS
Pursuant
to Section 78.320 of the NRS, we are required to provide prompt notice of the taking of the corporate action without a meeting to the
holders of record of our Common Stock who have not consented in writing to such action. This Information Statement is intended to provide
such notice.
DISSENTERS’
RIGHTS OF APPRAISAL
Under
the NRS and our Certificate of Incorporation and bylaws, no stockholder has any right to dissent to the Reverse Split, nor is any stockholder
entitled to appraisal of or payment for their shares of our stock.
THE
REVERSE SPLIT
Purpose
As
of January 20, 2026, our Board approved the Reverse Split based on its analysis of the following factors, among others: (i) the current
trading price of the Company’s shares of Common Stock on the OTC Market and the potential to increase the marketability and liquidity
of the Company’s Common Stock; (ii) the possible reluctance of brokerage firms and institutional investors to recommend lower-priced
stocks to their clients or to hold lower-priced stocks in their own portfolios; (iii) our desire to meet future requirements regarding
per-share price, net tangible assets, and shareholders’ equity relating to admission for trading on other markets; and (iv) our
desire to deter short sellers and mitigate their adverse impact on the marketplace and trading of the Company’s shares.
As
of January 20, 2026, the holders of a majority of the issued and outstanding shares of Common Stock approved the Reverse Split. In
order to effect the Reverse Split, the Company will file with the Secretary of State of Nevada a Certificate of Change pursuant to
NRS 78.209, the form of which is attached to this Information Statement as Exhibit A. The text of Exhibit A is subject to
modification to include such changes as may be required by the Secretary of State of the State of Nevada and as our Board of
Directors may deem necessary or advisable to effect the Reverse Split. The Reverse Split will take effect upon the filing of the
Certificate of Change, which will occur no sooner than 20 calendar days following the date on which this Information Statement was
first mailed to our stockholders.
Effect
on Authorized and Outstanding Shares
As
a result of the Reverse Split, every holder of Common Stock will hold one share of Common Stock for every ten shares of Common
Stock held by such holder prior to the effective date of the Reverse Split. Immediately following the effectiveness of the Reverse
Split, assuming there are 400,000,000 shares outstanding on the effective date of the Reverse Split, there will be approximately 40,000,000
shares of our Common Stock outstanding. The Certificate of Incorporation currently authorizes the Company to issue up to 1,000,000,000
shares of Common Stock. The Certificate of Change will reduce the number of authorized shares of Common Stock from 1,000,000,000
to 100,000,000 shares of Common Stock and will increase the par value of our Common Stock from $0.0001 to $0.001.
With
the exception of the number of shares of Common Stock outstanding, the rights and preferences of shares of our Common Stock subsequent
to the Reverse Split will remain the same. We do not anticipate that our financial condition, the percentage of our stock owned by management,
the number of our stockholders, or any aspect of our current business will materially change as a result of the Reverse Split.
The
Reverse Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests
in our Company, except to the extent that the Reverse Split results in any of our stockholders owning a fractional share. See “Exchange
of Certificate and Elimination of Fractional Share Interests,” below. The Common Stock issued and outstanding after the Reverse
Split will remain fully paid and non-assessable.
After
the effective date of the Reverse Split, our Common Stock will have a new committee on uniform securities identification procedures (“CUSIP”)
number, a number used to identify our Common Stock. Our new CUSIP number will be 12672T 207. Our Common Stock will continue to
be quoted on the OTC Markets under the symbol “KPEA.”
Effect
on Market Price
The
Reverse Split may cause an increase in the market price of our Common Stock, but we cannot predict the actual effect of the Reverse Split
on the market price. If the market price of our Common Stock does increase, it may not increase in proportion to the reduction in the
number of shares outstanding as a result of the Reverse Split. Furthermore, the Reverse Split may not lead to a sustained increase in
the market price of our Common Stock. The market price of our Common Stock may also change as a result of other unrelated factors, including
our operating performance and other factors related to our business, as well as general market conditions.
Accounting
Matters
The
Reverse Split will increase the par value of our Common Stock from $0.0001 to $0.001. As a result, on the effective date of the Reverse
Split the stated par value capital on our balance sheet attributable to our Common Stock will be unchanged. The per-share net income
or loss and net book value per share of our Common Stock will be increased because there will be fewer shares of our Common Stock outstanding.
Exchange
of Certificate and Elimination of Fractional Share Interests
On
the effective date of the Reverse Split, each ten (10) shares of our Common Stock will automatically be changed into one (1) share of
Common Stock. No additional action on the part of any stockholder will be required in order to effect the Reverse Split. Stockholders
will not be required to exchange their certificates, if any, representing shares of Common Stock held prior to the Reverse Split for
new certificates representing shares of Common Stock. Please do not send us your stock certificates.
In
the Reverse Split, no fractional share interests in our post-split shares will be issued. Instead, all fractional shares will be rounded
up to the next whole share, so that a holder of pre-split shares will receive, in lieu of any fraction of a post-split share to which
the holder would otherwise be entitled, an entire post-split share. No cash payment will be made to reduce or eliminate any fractional
share interest. The result of this “rounding-up” process will increase slightly the holdings of those stockholders who currently
hold a number of pre-split shares that would otherwise result in a fractional share after consummating the Reverse Split.
Federal
Income Tax Consequences
The
following description of federal income tax consequences of the Reverse Split is based on the Internal Revenue Code of 1986, as amended,
the applicable Treasury Regulations promulgated thereunder, judicial authority, and current administrative rulings and practices as in
effect on the date of this Information Statement. The discussion is for general information only and does not cover any consequences
that apply for special classes of taxpayers (e.g., non-resident aliens, broker-dealers, or insurance companies). We urge all stockholders
to consult their own tax advisers to determine the particular consequences to each of them of the Reverse Split.
We
have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax
consequences of the Reverse Split. We believe, however, that because the Reverse Split is not part of a plan to periodically increase
or decrease any stockholder’s proportionate interest in the assets or earnings and profits of our Company, the Reverse Split will
have the federal income tax effects described below:
●
The exchange of pre-split shares for post-split shares should not result in recognition of gain or loss for federal income tax purposes.
In the aggregate, a stockholder’s basis in the post-split shares will equal that stockholder’s basis in the pre-split shares.
A stockholder’s holding period for the post-split shares will be the same as the holding period for the pre-split shares exchanged.
Provided that a stockholder held the pre-split shares as a capital asset, the post-split shares received in exchange will also be held
as a capital asset.
●
As stockholders are not receiving cash in lieu of any fractional share interest, but instead fractional shares are being rounded up
to the next whole share, it is unlikely that stockholders will be treated as if our Company had redeemed any fractional share
interest. It is therefore unlikely that rounding up fractional shares will result in any gain or loss recognition by
stockholders.
●
Our Company should not recognize gain or loss as a result of the Reverse Split.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Except
in their capacity as stockholders, none of our officers, directors, or any of their respective affiliates has any interest in the Reverse
Split.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of the date
of this Definitive Information Statement by: (i) each person (including any group) known to us to own more than five percent (5%)
of any class of our voting securities; (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2)
of Regulation S-K); and (iii) our officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole
voting and investment power with respect to the shares shown except to the extent voting power may be shared with a spouse. Unless otherwise
indicated, the address for each director and executive officer listed is c/o Kun Peng International Ltd., Room 2069W, Sihui Building,
No 1008-B, Huihe South Street, Banbidian Village, Gaobeidian Town, Chaoyang District, Beijing, PRC 100124.
| | |
Common
Stock Beneficially Owned | |
| Name
and Address of Beneficial Owner | |
Number
of Shares and
Nature of Beneficial
Ownership | | |
Percentage
of
Total
Common Equity(1) | |
| Mr. Richun Zhuang(2) | |
| 34,158,400 | | |
| 8.5 | % |
| Ms. Chengyuan Li(3) | |
| 84,015,980 | | |
| 21.0 | % |
| Ms. Yuanyuan Zhang | |
| 0 | | |
| 0.0 | % |
| Ms. Lili Zhang | |
| 0 | | |
| 0.0 | % |
| Ms. Kun Hu | |
| 0 | | |
| 0.0 | % |
| | |
| | | |
| | |
| All executive officers
and directors as a group | |
| 118,174,380 | | |
| 29.5 | % |
| | |
| | | |
| | |
| 5% or Greater Stockholders: | |
| | | |
| | |
| Pui Chun Wong | |
| 140,072,628 | | |
| 35.0 | % |
| Kunpeng TJ Limited(3) | |
| 84,015,980 | | |
| 21.0 | % |
| Kun Peng RC Limited(2) | |
| 34,158,400 | | |
| 8.5 | % |
| Kunpeng Tech Limited | |
| 43,431,740 | | |
| 10.9 | % |
| Zhizhong Wang(4) | |
| 43,431,740 | | |
| 10.9 | % |
| Kun Peng XJ Limited | |
| 39,905,162 | | |
| 10.0 | % |
| Xiujin Wang(5) | |
| 39,905,162 | | |
| 10.0 | % |
| (1) |
Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.
Applicable percentage ownership is based on 400,000,000 shares of Common Stock outstanding as of the date of this Information Statement.
There are no outstanding options, warrants, or other rights to acquire shares of our Common Stock. |
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|
| (2) |
These
shares are owned of record by Kun Peng RC Limited. As the sole director and majority shareholder of Kun Peng RC Ltd., Richun
Zhuang may be deemed to beneficially own these shares. |
| |
|
| (3) |
These
shares are owned of record by Kunpeng TJ Limited. As the sole director and majority shareholder of Kunpeng TJ Limited, Chengyuan
Li may be deemed to beneficially own these shares. |
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|
| (4) |
These
shares are owned of record by Kunpeng Tech Limited, a company incorporated in the British Virgin Islands. Zhizhong Wang, the owner
of record of approximately 6% of the shares of King Eagle (Tianjin) Technology Co., Ltd. (“our VIE”), is the sole director
and majority shareholder of Kunpeng Tech Limited and is, therefore, deemed to beneficially own these shares. The principal address
of Kunpeng Tech Limited is Star Chambers, Wickham’s Cay II, P. 0. Box 2221, Road Town, Tortola, British Virgin Islands. |
| |
|
| (5) |
These
shares are owned of record by Kun Peng XJ Limited, a company incorporated in the British Virgin Islands, which is wholly-owned by
Xiujin Wang, the owner of record of approximately 10.5% of the shares of our VIE. As the sole director and sole shareholder of Kun
Peng XJ Limited, Xiujin Wang is deemed to beneficially own these shares. The principal address of Kun Peng XJ Limited is Star
Chambers, Wickham’s Cay II, P. 0. Box 2221, Road Town, Tortola, British Virgin Islands. |
MULTIPLE
STOCKHOLDERS SHARING ONE ADDRESS
Some
banks, brokers, and other nominee record holders participate in the practice of “householding” proxy statements, annual reports,
and information statements. This means that only one copy of this Information Statement may have been sent to multiple stockholders in
each household. We will promptly deliver a separate copy of this Information Statement to any stockholder upon written or oral request.
To make such a request, please contact us at Room 2069W,
Sihui Building No 1008-B, Huihe South Street, Banbidian Village, Gaobeidian Town, Chaoyang
District, Beijing, PRC, Attn: Richun Zhuang,
CEO, Telephone + 86-10-87227012. Any stockholder who wants to receive separate copies of
our proxy statements, annual reports, and information statements in the future, or any stockholder who is receiving multiple
copies and would like to receive only one copy per household, should contact his or her bank, broker, or other nominee record holder,
or he or she may contact us at the above address and phone number.
WHERE
YOU CAN FIND MORE INFORMATION
Although
we are not subject to the information and reporting requirements of the Securities Exchange Act of 1934, we voluntarily file periodic
reports, documents, and other information with the SEC relating to our business, financial statements, and other matters. These reports
and other information may be inspected and are available for copying at the offices of the SEC, 100 F. Street NE, Washington, DC 20549,
or may be accessed at www.sec.gov.
CONCLUSION
As
a matter of regulatory compliance, we are sending you this Information Statement that describes the purpose and effect of the above Stockholder
Actions. Your consent to the above Stockholder Actions is not required and is not being solicited in connection with these Stockholder
Actions. This Information Statement is intended to provide our stockholders information required by the rules and regulations of the
Exchange Act.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE
MATERIAL CONTAINED HEREIN IS FOR INFORMATIONAL PURPOSES ONLY.
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By
Order of the Board of Directors, |
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|
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/s/
ZHUANG Richun |
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ZHUANG
Richun |
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Chief
Executive Officer |
