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Change in control at Oyocar Group (OYCG) with planned Shanghai Zhongru acquisition

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Oyocar Group Inc. reported that on July 22, 2026 it entered into a Letter of Intent to acquire Shanghai Zhongru Smart Energy Group. The proposed transaction envisions issuing a combination of Oyocar common and preferred stock, with a definitive agreement expected by approximately August 31, 2026, after required administrative actions under Chinese law and with closing to occur shortly thereafter. Shanghai Zhongru operates in China's power and energy sector, using water as its primary energy storage medium and providing energy storage, grid integration, peak shaving, and hydro-energy storage equipment.

Effective July 20, 2026, control of Oyocar shifted when Hoo Boon Lee acquired 11,985,000 shares of common stock from two existing shareholders for $565,000 in cash. These Control Shares represent 78.14% of Oyocar's outstanding common stock, based on 15,337,250 shares outstanding as of the referenced date, giving Ms. Lee voting control. In connection with the transaction, prior officers and directors resigned and Ms. Lee was appointed sole director, President, Chief Executive Officer, Treasurer and Secretary. A beneficial ownership table shows that officers and directors as a group, consisting solely of Ms. Lee, hold 11,985,000 shares, or 78.14%, of Oyocar's common stock.

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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 11,985,000 shares Shares of Oyocar common stock acquired by Hoo Boon Lee on July 20, 2026
Ownership percentage 78.14% Portion of Oyocar common stock represented by the Control Shares
Total shares outstanding 15,337,250 shares Oyocar common shares outstanding as of the referenced date
Purchase price for Control Shares $565,000 Cash consideration paid by Hoo Boon Lee for 11,985,000 shares
LOI date July 22, 2026 Date Oyocar entered into a Letter of Intent to acquire Shanghai Zhongru
Expected definitive agreement date August 31, 2026 Approximate target to complete definitive agreement for the Shanghai Zhongru acquisition
Letter of Intent regulatory
"entered into a Letter of Intent to acquire Shanghai Zhongru"
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.
change in control regulatory
"Effective July 20, 2026, there occurred a change in control"
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 financial
"The following table sets forth, as of the date, the Name of Beneficial Owner"
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 under Rule 405 or Rule 12b-2 of the Exchange Act"
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.

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FAQ

What change in control did OYCG report, and who is the new majority owner?

Effective July 20, 2026, Hoo Boon Lee acquired 11,985,000 Oyocar common shares from two shareholders for $565,000 in cash. These Control Shares equal 78.14% of the outstanding stock, giving her voting control and making her the company’s new majority owner.

What acquisition is Oyocar Group Inc. (OYCG) planning with Shanghai Zhongru?

On July 22, 2026, Oyocar entered into a Letter of Intent to acquire Shanghai Zhongru Smart Energy Group. The proposed deal would use a combination of Oyocar common and preferred stock, with a definitive agreement expected by approximately August 31, 2026, after required Chinese administrative steps.

How many Oyocar (OYCG) shares are outstanding and how is this used in the filing?

Oyocar cited 15,337,250 shares of common stock outstanding as of the referenced date. This figure is used to calculate that the 11,985,000 Control Shares held by Hoo Boon Lee represent 78.14% of the company’s outstanding common stock.

What executive and board changes did Oyocar (OYCG) disclose?

On July 20, 2026, Jonathan Rafael Perez Peralta resigned as sole director, President and Treasurer, and Julissa de Jesus resigned as Secretary. On the same date, Hoo Boon Lee was appointed sole director, President, Chief Executive Officer, Treasurer and Secretary of Oyocar.

What percentage of Oyocar (OYCG) is owned by officers and directors after the change?

Officers and directors as a group, consisting solely of Hoo Boon Lee, beneficially own 11,985,000 shares of Oyocar common stock. This holding represents 78.14% of the company’s outstanding common stock, based on 15,337,250 shares outstanding.

What business does Shanghai Zhongru Smart Energy Group operate in?

Shanghai Zhongru, based at the Shanghai International R&D Headquarters Base, operates in the power and energy sector. It focuses on electricity-to-heat conversion using water as its primary energy storage medium and provides energy storage, grid integration, peak shaving, and hydro-energy storage equipment and services.

 

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): July 27, 2026 (July 20, 2026)

 

OYOCAR GROUP INC.

(Exact name of registrant as specified in its charter)

 

000-56710

 

98-1742455

(Commission File Number)

 

(IRS Employer Identification Number)

 

23 Jalan Pulai Mesra 9, Bandar Kangkar Pulai, 81110, Johor Bahru Johor,

Malaysia

 

 Nevada

(Address of Principal Executive Offices)

 

(State or other jurisdiction of incorporation or organization)

 

+60 124786028

(Registrant’s telephone number, including area code)

 

Colinas Marinas, Marbellas, Villa 10

Sosua, Dominican Republic 57000

(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 July 22, 2026, Oyocar Group Inc., a Nevada corporation (the “Company”), entered into a Letter of Intent (the “Letter of Intent”) to acquire Shanghai Zhongru Smart Energy Group (“Shanghai Zhongru”). The Letter of Intent contemplates that the Company would issue a combination of common stock and preferred stock in the acquisition. The definitive agreement is expected to be completed by approximately August 31, 2026, following the completion of certain administrative actions required by applicable Chinese law, with a closing to occur shortly thereafter.

 

Shanghai Zhongru, headquartered at the Shanghai International R&D Headquarters Base, specializes in the power and energy sector with water as its primary energy storage medium. With over a decade of industry expertise, the company focuses on developing electricity-to-heat conversion technologies. It serves as a comprehensive provider for energy storage, grid integration, peak shaving, and services within modem power systems; a clean energy integrator; and a manufacturer of hydro-energy storage equipment. The group has established itself as a leading contributor, innovator, and pioneer in China's new energy infrastructure initiatives.

 

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 July 20, 2026, there occurred a change in control of the Company. On such date, pursuant to two separate stock purchase agreements (the “Change-in-Control Agreements”), Hoo Boon Lee acquired a total of 11,985,000 shares of the Company’s common stock (the “Control Shares”) from Jonathan Rafael Perez Peralta (as to 7,985,000 shares) and Julissa de Jesus (as to 4,000,000 shares). The Control Shares represent approximately 78.14% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total consideration paid by Ms. Lee for the Control Shares was $565,000 in cash delivered at the closing.

 

In conjunction with the Change-in-Control Agreement, on July 20, 2026, Jonathan Rafael Perez Peralta resigned as the Sole Director, President and Treasurer of the Company, Julissa de Jesus resigned as Secretary of the Company and Hoo Boon Lee was appointed as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the Company.

 

Certain information regarding the background of Ms. Lee is set forth below.

 

 

Hoo Boon Lee, 43, Hoo Boon Lee is a Malaysian business professional with over 10 years of experience in business development, financial services, and client relationship management. She possesses extensive experience in corporate communication, strategic partnerships, and market expansion. With strong analytical skills and a deep understanding of the Malaysian business environment, she has successfully supported companies in developing client networks, managing partnerships, and achieving business growth objectives. Since 2021, Ms. Lee has served as Business Development Manager of a large Malaysia Financial Services Company, where her duties included developing and maintain long-term relationships with corporate clients and strategic partners. From 2017 to 2021, she served as an Investment Relations Executive of a large Malaysia Investment Advisory Firm, where her responsibilities included managing relationships with individual and institutional clients.

 

 

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 Oyocar Group Inc., 23 Jalan Pulai Mesra 9, Bandar Kangkar, Pulai, 81110, Johor Bahru Johor, Malaysia.

 

 
2

 

 

Name of Beneficial Owner

 

Title of Class

 

Beneficial Ownership

 

Percent of Class(1)

Hoo Boon Lee(2)

 

Common Stock

 

 

11,985,000

 

 

 

78.14%

 

All Officers and Directors as a Group (1 person)

 

Common Stock

 

 

11,985,000

 

 

 

78.14%

 

 

(1)

Based on 15,337,250 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

 

Description

10.1

 

Letter of Intent between the Company and Zhou Xiefeng

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.

 

 

OYOCAR GROUP INC.

    
Date: July 27, 2026By:/s/ Hoo Boon Lee

 

 

Hoo Boon Lee 
  Chief Executive Officer 

 

 
4

 

Filing Exhibits & Attachments

6 documents