Control of Mag Magna Corp (MGNC) transfers to new sole leader Sangha

Rhea-AI Filing Summary

Mag Magna Corp. reported a change in control and leadership. On December 24, 2025, Harpreet Sangha purchased 4,500,000 common shares from Wang Gang under a stock purchase agreement, giving him approximately 77.20% of the company’s outstanding common stock and voting control. The total purchase price was $415,000, with $240,000 paid in cash at closing and $175,000 via a secured promissory note due within 60 days and collateralized by the acquired shares.

In connection with the transaction, Wang Gang resigned as President, Chief Executive Officer, Treasurer, Secretary and Director. Harpreet Sangha became the company’s sole director and was appointed President, Chief Executive Officer, Treasurer and Secretary. The filing states there were 5,829,047 shares outstanding as of the date referenced, with Sangha owning the same 4,500,000 shares both as a principal shareholder and as the only officer and director.

Insights

Corporate governance analyst

Control of Mag Magna Corp. shifted to a new sole leader holding 77.20% of shares.

The filing describes a full change in control at Mag Magna Corp. through a private stock purchase. On December 24, 2025, Harpreet Sangha acquired 4,500,000 common shares for a total of $415,000, gaining about 77.20% of the company’s outstanding stock and effective voting control. Consideration was split between $240,000 in cash and a $175,000 secured promissory note due within 60 days and backed by the acquired shares.

Alongside the share transfer, prior leader Wang Gang resigned from all officer and director roles, and Sangha became sole director as well as President, Chief Executive Officer, Treasurer and Secretary. This consolidates ownership and management authority in a single individual, which can streamline decision-making but also concentrates governance power. Future company direction, strategy, and governance practices will depend heavily on decisions made by Sangha in his combined roles.

false 0001949864 0001949864 2026-01-27 2026-01-27 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 27, 2026 (December 24, 2025)

Mag Magna Corp.

(Exact name of registrant as specified in its charter)

333-268561		98-1626237
(Commission File Number)		(IRS Employer Identification Number)

4005 West Reno Avenue, Suite F Las Vegas, Nevada 89118		Wyoming
(Address of Principal Executive Offices)		(State or other jurisdiction of incorporation or organization)

702-595-2247

(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 5.01. Changes in Control of Registrant.

Effective December 24, 2025, there occurred a change in control of Mag Magna Corp., a Wyoming corporation (the “Company”). On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Harpreet Sangha acquired 4,500,000 shares of the Company’s common stock (the “Control Shares”) from Wang Gang. The Control Shares represent approximately 77.20% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total consideration paid by Mr. Sangha for the Control Shares was $415,000.00, paid $240,000 by delivery of cash at the closing and $175,000.00 by delivery of a secured promissory note at the closing, with such note due and payable on or before the sixtieth day immediately following the closing date and secured by a pledge of the Control Shares in favor of Mr. Wang.

In conjunction with the Change-in-Control Agreements, on December 24, 2025, Wang Gang resigned as President, Chief Executive Officer, Treasurer, Secretary and Director of the Company and Harpreet Sangha was appointed as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the Company.

Certain information regarding the background of Mr. Sangha is set forth below.

Harpreet Sangha, 61, Harp Sangha is a seasoned business executive and capital-markets executive with decades of leadership in public companies. Mr. Sangha served as an officer and director China Dongsheng International Inc. (OTCID: CDSG) from September 2021 to February 2025 and as an officer and director of Barrel Energy Inc.(OTCID: BRLL) from August 2018 to February 2025. Mr. Sangha has an extensive background in raising capital, guiding early-stage public companies, and building strong institutional relationships. Mr. Sangha has been directly involved in the evaluation, financing, and development of metals and energy assets, including projects related to critical minerals, base metals, and energy resources. He has worked closely with technical teams, government stakeholders, and international partners to advance projects from early-stage assessment through development and commercialization. His deep understanding of commodity markets, project economics, and regulatory frameworks has enabled him to navigate complex jurisdictions and capitalize on emerging opportunities within the global resource sector.

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 Mag Magna Corp., 4005 West Reno Avenue, Suite F, Las Vegas, Nevada 89118.

Name of Beneficial Owner		Title of Class		Beneficial Ownership				Percent of Class(1)
Harpreet Sangha(2)		Common Stock			4,500,000				77.20%
All Officers and Directors as a Group (1 person)		Common Stock			4,500,000				77.20%

(1)	Based on 5,829,047 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.

2

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.

				MAG MAGNA CORP.
Date: January 27, 2026				By:		/s/ Harpreet Sangha
						Harpreet Sangha
						Chief Executive Officer

3

FAQ

What change in control did MGNC disclose in this 8-K?

The company disclosed that on December 24, 2025, Harpreet Sangha acquired 4,500,000 shares of Mag Magna Corp.’s common stock from Wang Gang, giving him approximately 77.20% of the outstanding shares and voting control.

How many Mag Magna Corp. (MGNC) shares did Harpreet Sangha acquire and what percentage of the company is this?

Harpreet Sangha acquired 4,500,000 shares of Mag Magna Corp.’s common stock, which represents about 77.20% of the company’s outstanding common stock as of the referenced date.

What was the purchase price and payment structure for the Mag Magna Corp. control shares?

The total consideration for the 4,500,000 control shares was $415,000, consisting of $240,000 in cash at closing and a $175,000 secured promissory note due on or before the 60th day after closing, secured by a pledge of the acquired shares.

What management and board changes were announced by Mag Magna Corp. (MGNC)?

In connection with the transaction, Wang Gang resigned as President, Chief Executive Officer, Treasurer, Secretary and Director. Harpreet Sangha was appointed as the sole Director and as President, Chief Executive Officer, Treasurer and Secretary of the company.

How many Mag Magna Corp. (MGNC) shares were outstanding at the time referenced?

The filing states that there were 5,829,047 shares of Mag Magna Corp.’s common stock outstanding as of the date referenced in the ownership table.

What is Harpreet Sangha’s reported ownership as an officer and director group at Mag Magna Corp.?

The filing shows that all officers and directors as a group (one person, Harpreet Sangha) beneficially own 4,500,000 common shares, representing approximately 77.20% of the outstanding common stock.