Loan Artificial Intelligence (LAAI) adds new CFO-director and advances Hong Technology deal

Rhea-AI Filing Summary

Loan Artificial Intelligence Corp. reported leadership and ownership updates along with the status of a potential acquisition. Raymond Fu resigned as Chief Financial Officer but will remain Chief Executive Officer and a director, and his resignation as CFO was stated not to be due to any disagreement over operations, policies, or practices. The Board appointed Bin Gao as the new Chief Financial Officer and also added him to the Board of Directors, noting his prior senior management experience and that no material compensatory arrangements have been set as of this report.

The company clarified that its controlling stockholder, Well Profit Holdings Limited, is now ultimately owned by two BVI entities, while Fu continues to maintain ultimate beneficial control of one of them, so the company believes there is no change in control. Loan Artificial Intelligence Corp. remains in advanced negotiations to acquire Hong Technology Co. Limited in Hong Kong, with progress on key terms but completion still subject to audits, due diligence, definitive agreements, and customary closing conditions. Any related securities issuances are expected to be completed only through private placements rather than public offerings.

Insights

Corporate governance and M&A analyst

Leadership reshuffle and ongoing acquisition talks, but no stated change in control.

Loan Artificial Intelligence Corp. kept continuity at the top by having Raymond Fu step down as Chief Financial Officer while retaining his roles as Chief Executive Officer and director. The Board appointed Bin Gao as both CFO and director, which consolidates financial oversight and board participation in a single new appointee. The company states that no material compensatory arrangement has yet been entered into for Gao’s role, which suggests economic terms are still being set in the ordinary course.

The ownership disclosure explains that controlling stockholder Well Profit Holdings Limited is now ultimately owned by two BVI entities, with Fu maintaining ultimate beneficial control of one of them. On that basis, the company believes there is no change in control, indicating that strategic direction likely remains aligned with existing leadership. In parallel, the company reports “advanced negotiations” for a proposed acquisition of Hong Technology Co. Limited, but highlights that completion depends on audits, due diligence, final agreements, and closing conditions, so the transaction remains uncertain.

The company also notes it does not intend to conduct a public offering of securities in connection with these transactions and expects any issuance to occur through private placements relying on exemptions such as Section 4(a)(2), Regulation D, or Regulation S. Future disclosures tied to completion of the audit process and the execution of definitive acquisition agreements would provide more clarity on the transaction’s scale and strategic impact.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 19, 2026

Loan Artificial Intelligence Corp.

(Exact name of registrant as specified in its charter)

Florida		000-56529		45-4895104
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1113 Tower 2, Lippo Centre, 89 Queensway Admiralty, Hong Kong		0000
(Address of principal executive offices)		(Zip Code)

(+852) 3703 6155

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K 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: None.

Title of each class	Trading Symbols	Name of each exchange on which registered
Not Applicable	Not Applicable	Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Financial Officer

On January 19, 2026, Loan Artificial Intelligence Corp. (the “Company”) received the resignation of Mr. Raymond Fu as the Company’s Chief Financial Officer, effective immediately. Mr. Fu will continue to serve as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors. Mr. Fu’s resignation as Chief Financial Officer was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Appointment of Chief Financial Officer

On January 19, 2026, the Board of Directors of the Company appointed Mr. Bin Gao as the Company’s Chief Financial Officer, effective immediately.

Mr. Bin Gao, born March 12, 1979, earned a Bachelor’s degree in Chinese Language and Literature from Henan Radio and Television University in 2002, with academic focus on modern literary studies. Following graduation, Mr. Gao served for nearly 10 years as Senior Deputy General Manager at STAR GROUP (Taiwan), where his principal clients included GE, HP, and Dell. In 2012, Mr. Gao founded his own business.

The Company has not entered into any material compensatory arrangement in connection with Mr. Gao’s appointment as Chief Financial Officer as of the date of this Report. Any compensation arrangements, if any, will be determined by the Company in the ordinary course.

Appointment of Director

On January 19, 2026, the Board of Directors of the Company appointed Mr. Bin Gao to serve as a member of the Company’s Board of Directors, effective immediately.

There are no family relationships between Mr. Gao and any director or executive officer of the Company, and there are no transactions involving Mr. Gao requiring disclosure pursuant to Item 404(a) of Regulation S-K.

Item 8.01 — Other Events.

Update to Upper-Tier Holding Structure; No Change in Control

As of January 19, 2026, the Company’s controlling stockholder, Well Profit Holdings Limited (Hong Kong) (“Well Profit”), as the result of a private transaction not involved the Company, is ultimately owned by (i) Pacific Smart Group Limited (BVI) holding 39%, and (ii) Pacific Eternity Holdings Limited (BVI) holding 61%.

Based on information provided to the Company, Raymond Fu maintains ultimate beneficial control of Pacific Eternity Holdings Limited. Accordingly, the Company believes that this update to the upper-tier holding structure does not constitute a change in control of the Company.

2

Status of Proposed Acquisition of Hong Technology Co. Limited

The Company remains engaged in advanced negotiations regarding a proposed acquisition of Hong Technology Co. Limited, a technology development company based in Hong Kong (the “Proposed Acquisition”) that was first announced via Form 8-K filed on December 1, 2025. The parties have made substantial progress in finalizing key commercial terms and are working toward definitive documentation. The Company expects to progress the Proposed Acquisition following completion of the Company’s audit process, and the Proposed Acquisition remains subject to, among other things, completion of audit and due diligence, negotiation and execution of definitive agreements, and satisfaction of customary closing conditions.

For investor clarity, the Company has included a proposed group organisation chart illustrating the anticipated post-transaction corporate structure if the Proposed Acquisition is consummated. The chart is intended as a pro forma illustration and is provided for disclosure and informational purposes only.

The Company does not intend to conduct any public offering of its securities in connection with these transactions. Any such issuance is expected to be completed solely through private placements exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D or Regulation S.

There can be no assurance that definitive agreements will be executed or that the Proposed Acquisition will be consummated.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include statements regarding the Proposed Acquisition, anticipated timing, and expected post-transaction structure. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that definitive agreements are not executed, the audit process is delayed or results in changes to transaction terms, required conditions are not satisfied, or the transaction is not consummated. The Company undertakes no obligation to update forward-looking statements, except as required by law.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
99.1		Proposed Group Organisation Chart (Proposed Group Structure)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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.

	Loan Artificial Intelligence Corp.
Date: January 20, 2026	By:	/s/ Raymond Fu
		Raymond Fu
		CEO

4

FAQ

What executive leadership change did Loan Artificial Intelligence Corp. (LAAI) report?

Loan Artificial Intelligence Corp. reported that Raymond Fu resigned as Chief Financial Officer, effective immediately, while remaining the company’s Chief Executive Officer and a member of the Board of Directors.

Who is the new Chief Financial Officer and director at Loan Artificial Intelligence Corp. (LAAI)?

The Board appointed Bin Gao as Chief Financial Officer and as a member of the Board of Directors, effective January 19, 2026. The company highlighted his prior role as Senior Deputy General Manager at STAR GROUP (Taiwan) and his experience since founding his own business in 2012.

Did Loan Artificial Intelligence Corp. (LAAI) report any change in control of the company?

The company disclosed an updated upper-tier holding structure for its controlling stockholder, Well Profit Holdings Limited, now ultimately owned by two BVI entities. Based on information provided, it believes there is no change in control because Raymond Fu maintains ultimate beneficial control of one of those entities.

What is the status of Loan Artificial Intelligence Corp.’s proposed acquisition of Hong Technology Co. Limited?

The company remains in advanced negotiations for a proposed acquisition of Hong Technology Co. Limited. It says key commercial terms are substantially progressed, but completion is still subject to audit and due diligence, negotiation and execution of definitive agreements, and satisfaction of customary closing conditions, with no assurance the transaction will be consummated.

Will Loan Artificial Intelligence Corp. (LAAI) conduct a public offering of securities for the proposed acquisition?

The company states that it does not intend to conduct any public offering of its securities in connection with these transactions. Any issuance is expected to occur solely through private placements exempt from registration under Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S.

Are there any related-party or family relationships disclosed for the new CFO and director at LAAI?

The company reports there are no family relationships between Bin Gao and any director or executive officer and that there are no transactions involving him requiring disclosure under Item 404(a) of Regulation S-K.