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New controller at Minerva Gold (MINR) plans related-party Taizhou Sentian acquisition

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8-K

Rhea-AI Filing Summary

Minerva Gold Inc. reported a change in control and a planned acquisition. On April 10, 2026, the company signed a Letter of Intent to acquire Taizhou Sentian Sanitary Ware Co., Ltd., a Chinese bathroom fixtures manufacturer owned by Minerva Gold’s sole officer and director, Zhang Chengcheng.

Separately, effective April 10, 2026, Zhang acquired 5,000,000 common shares for $264,600 from former control shareholder Aftandil Aibekov, giving him about 76.10% of Minerva Gold’s 6,570,000 outstanding shares. Aibekov and director Meltem Alieva resigned, and Zhang became sole director and chief executive officer.

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Minerva Gold discloses new controlling shareholder and a related-party China acquisition plan.

Minerva Gold Inc. now has a single controlling shareholder and officer, Zhang Chengcheng, who bought 5,000,000 shares for $264,600, equating to about 76.10% of 6,570,000 shares outstanding. He also became sole director and chief executive officer.

The company signed a Letter of Intent on April 10, 2026 to acquire Taizhou Sentian Sanitary Ware Co., Ltd., a business Zhang already owns. This makes the planned deal a related-party transaction, with terms involving common and new preferred stock still to be defined.

Taizhou Sentian operates about 12,000 square meters of leased space in Taizhou, China and employs roughly 100 staff. A definitive agreement is expected by approximately May 31, 2026, after required Chinese administrative steps, with closing to follow, so subsequent filings may outline final structure and governance safeguards.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Control shares purchased 5,000,000 shares Common stock acquired by Zhang Chengcheng from Aftandil Aibekov
Purchase price $264,600 Cash consideration paid for 5,000,000 control shares
Ownership percentage 76.10% Portion of Minerva Gold common stock held by Zhang after transaction
Shares outstanding 6,570,000 shares Common stock outstanding as of the referenced date
Taizhou Sentian facility size 12,000 sq. meters Approximate leased building space used for operations
Taizhou Sentian employees 100 staff Approximate number of employees at Taizhou Sentian
Letter of Intent financial
"entered into a Letter of Intent (the “Letter of Intent”) to acquire Taizhou Sentian"
A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
change in control financial
"there occurred a change in control of the Company."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
beneficial owner regulatory
"The following table sets forth, as of the date of this , the shareholdings of (1) each person owning beneficially 5% or more"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →

 

 

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): April 13, 2026 (April 10, 2026)

 

MINERVA GOLD INC.

(Exact name of registrant as specified in its charter)

 

333-255403

 

98-1588963

(Commission File Number)

 

(IRS Employer Identification Number)

 

Room 1503, Building 3, Xinshijihaoyuan, 

Jiankang West Road, Qingjiangpu District,

Huaian City, Jiangsu Province

 

 

 

China

(Address of Principal Executive Offices

 

(State or other jurisdiction of incorporation or organization)

 

+86 15261421229

(Registrant’s telephone number, including area code)

 

12/1 Kunayev str, IA 17, Nur-Sultan, 010000, Kazakhstan

(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 April 10, 2026, Minerva Gold Inc., a Nevada corporation (the “Company”), entered into a Letter of Intent (the “Letter of Intent”) to acquire Taizhou Sentian Sanitary Ware Co., Ltd. (“Taizhou Sentian”), a company owned by the Company’s Sole Officer and Director, Zhang Chengcheng. The Letter of Intent contemplates that the Company would issue a combination of common stock and a new series of preferred stock (the rights and preferences of which are to be determined) in the acquisition. The definitive agreement is expected to be completed by approximately May 31, 2026, following the completion of certain administrative actions required by applicable Chinese law, with a closing to occur shortly thereafter.

  

Taizhou Sentian was founded in 2008 and is based in Taizhou, Zhejiang Province, China (Yangtze River Delta), within a few miles of Taizhou Luqiao Airport and high-speed rail access and port access. Taizhou Sentian manufactures sanitary ware / bathroom fixtures, including shower panels, simple shower enclosures, garden/outdoor showers, faucets and shower columns. Taizhou Sentian conducts its operations in approximately 12,000 sq. meters of leased building space and employs approximately 100 staff. Taizhou Sentian website is located at cnsentian.com.

 

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 5.01 Changes in Control of Registrant.

 

Effective April 10, 2025, there occurred a change in control of the Company. On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Zhang Chengcheng acquired 5,000,000 shares of the Company’s common stock (the “Control Shares”) from Aftandil Aibekov. The Control Shares represent approximately 76.10% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total consideration paid by Mr. Zhang for the Control Shares was $264,600 in cash at the closing.

 

In conjunction with the Change-in-Control Agreement, on April 10, 2026, Aftandil Aibekov resigned as President, Chief Executive Officer, Treasurer, Secretary and a Director of the Company, Meltem Alieva resigned as a Director of the Company and Zhang Chengcheng was appointed as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the Company.

 

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

 

Zhang Chengcheng, 36, has served as CEO of Taizhou Sentian Sanitary Ware Co., Ltd., a Taizhou, China-based manufacturer of sanitary ware / bathroom fixtures, since 2023. From 2014 t0 2016, Mr. Zhang served as Quality Control Inspector for Cougar Shoes, Jiangsu (China) Office. From 2016 to 2023, he served on behalf of Dongguan Hanghua Footwear Co., Ltd. as Head of Brand Development for Partner-Company Jia Kuang Trading Co., Ltd., Huaian, China. Mr. Zhang earned a Bachelor’s Degree in Electrical Engineering from the University of Duisburg-Essen, Duisburg, Germany.

 

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 Minerva Gold Inc., Room 1503, Building 3, Xinshijihaoyuan, Jiankang West Road, Qingjiangpu District, Huaian City, Jiangsu Province, China.

 

Name of Beneficial Owner

 

Title of Class

 

Beneficial Ownership

 

 

Percent of Class(1)

 

Zhang Chengcheng(2)

 

Common Stock

 

 

5,000,000

 

 

 

76.10%

All Officers and Directors as a Group (1 person)

 

Common Stock

 

 

5,000,000

 

 

 

76.10%

 

(1)

Based on 6,570,000 shares outstanding, as of the date of this Current Report.

(2)

Sole Officer and Director.

 

 
2

 

 

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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

 

Description

10.1

 

Letter of Intent to Acquire Taizhou Sentian Sanitary Ware Co., Ltd.

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.

 

 

MINERVA GOLD INC.

 

 

 

 

 

Date: April 13, 2026

By:

/s/ Zhang Chengcheng

 

 

 

Zhang Chengcheng

 

 

 

Chief Executive Officer

 

 

 
4

 

Source: View Original Filing on SEC EDGAR

FAQ

What change in control did Minerva Gold (MINR) report?

Minerva Gold reported that Zhang Chengcheng acquired 5,000,000 common shares from Aftandil Aibekov for $264,600. Those shares represent about 76.10% of the company’s 6,570,000 outstanding shares, giving Zhang voting control and making him the new controlling shareholder.

Who is now leading Minerva Gold (MINR) after the control change?

After the change in control, Zhang Chengcheng became Minerva Gold’s sole director and its President, Chief Executive Officer, Treasurer, and Secretary. Former officers and directors Aftandil Aibekov and Meltem Alieva resigned from their positions in conjunction with the transaction.

What company does Minerva Gold (MINR) plan to acquire under the Letter of Intent?

Minerva Gold signed a Letter of Intent to acquire Taizhou Sentian Sanitary Ware Co., Ltd., a Taizhou, China–based manufacturer of sanitary ware and bathroom fixtures. Taizhou Sentian operates about 12,000 square meters of leased space and employs approximately 100 staff.

How will Minerva Gold (MINR) pay for the Taizhou Sentian acquisition?

The Letter of Intent states Minerva Gold would issue a combination of common stock and a new series of preferred stock. The rights and preferences of the preferred stock are to be determined, and final terms will be set in a definitive agreement expected around May 31, 2026.

How large is Minerva Gold’s outstanding share base after the control transaction?

The filing states there are 6,570,000 shares of Minerva Gold common stock outstanding as of the date referenced. Zhang’s 5,000,000 shares equal roughly 76.10% of this total, giving him effective voting control of the company.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

Other Documents