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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):
July
21, 2025
APHOENITY INTERNATIONAL HOLDINGS INC
(Exact name of registrant as specified in
its charter)
| Wyoming |
|
000-55930 |
|
98-1872097 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
35/F,
Central Plaza, 18 Harbour Road, Wanchai, Hong
Kong
(Address of principal executive offices)
00000
(Registrant’s Telephone Number) +852 2824 8560
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 (see General
Instruction A.2 below):
| o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12) |
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each Class |
Trading
Symbol |
Name
of each exchange on which registered |
| Common |
LDSN |
OTC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
ITEM 5.03 – AMENDMENTS TO ARTICLES OF
INCORPORATION OR BYLAWS.
As of the date of this Form 8-K, the following corporate actions and
corporate changes have been duly adopted and completed by the Company, pursuant to the Company’s shareholder(s) resolution and board
resolution that have been duly passed and adopted by the Company:
| 1. | Change of the Company’s Domicile from Delaware to Wyoming: |
As of July 21,
2025, the Registrant has completed the change of its domicile from the State of Delaware to the State of Wyoming pursuant to applicable
provisions of the Delaware General Corporation Law and the Wyoming Business Corporation Act (including W.S. § 17-16-1801 et seq.)
by statutory conversion/domestication, with the Wyoming entity as the surviving and continuing corporation. The Company’s corporate
existence is deemed to have commenced on the date it commenced its existence in Delaware, and all assets, rights, privileges, powers,
liabilities, obligations, and outstanding securities continue without interruption or impairment.
| 2. | Change of the Company’s Name: |
Effective
as from October 1, 2025, the Company’s name has been changed
from “Luduson G Inc.” into “Aphoenity International Holdings
Inc.”.
| 3. | 1,000-for-1 Reverse Stock Split: |
Effective
as from November 18, 2025, the Company has completed a reverse
stock split of its common stocks (and preferred stock(s), if any) issued and
outstanding at a ratio of one (1) new share for every one thousand (1,000) old
shares then-held by each shareholders. Any fractional shares that would
otherwise result shall be rounded up to the nearest higher whole share (e.g., a stockholder holding 1,300 pre-split shares receives two
(2) whole post-split shares). The par value of the Company’s ordinary shares remains to be USD 0.0001 per share.
| 4. | Change of the Company’s EIN Number: |
Effective as from
November 18, 2025, the Company’s IRS EIN number has been changed into 98-1872097.
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.
| |
Aphoenity International Holdings Inc. |
| Dated: March 3, 2026 |
|
|
| |
|
|
| |
By: |
/s/ Chun Fong SIM |
| |
|
Chun Fong SIM |
| |
|
Chief Executive Officer |
