Rocky Mountains Group control shifts to Ya Deng

Q: What change in control did RMGL announce on August 20, 2026?

Rocky Mountains Group Ltd disclosed that Ya Deng acquired control by purchasing 19,300,000 common shares from Zonghan Wu, resulting in ownership of about 83.2% of the voting rights on a fully diluted basis.

Q: How many RMGL shares did Ya Deng purchase and at what price?

Ya Deng purchased 19,300,000 common shares of RMGL at a price of $0.015 per share. The shares have a par value of $0.0001 per share, and the transaction closed on August 20, 2026.

Q: What percentage of RMGL’s voting rights does Ya Deng now control?

After the share purchase, Ya Deng controls approximately 83.2% of the voting rights of RMGL on a fully diluted basis. This level of ownership makes Ya Deng the new controlling shareholder of the company.

Q: What management changes accompanied the RMGL control transaction?

On August 20, 2026, Zonghan Wu resigned as Director, President, CEO, Secretary, and Treasurer. On the same date, Ya Deng was appointed President, Chief Executive Officer, Secretary, Treasurer, and Director of RMGL.

Q: What is the par value of RMGL’s common shares involved in the transaction?

The common shares purchased by Ya Deng have a par value of $0.0001 per share. Despite this low par value, the negotiated purchase price for the control block was $0.015 per share in the Stock Purchase Agreement.

Rocky Mountains Group Ltd (RMGL) reports a change in control and leadership.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Rocky Mountains Group Ltd (RMGL) reports a change in control and leadership. On August 20, 2026, Ya Deng purchased 19,300,000 common shares of the company at $0.015 per share from Zonghan Wu under a Stock Purchase Agreement. Following this transaction, Ya Deng holds approximately 83.2% of the voting rights on a fully diluted basis, becoming the new controlling shareholder.

On the same date, former sole officer and director Zonghan Wu resigned from all positions, and Ya Deng was appointed President, Chief Executive Officer, Secretary, Treasurer, and Director, consolidating both ownership and management control.

Filing Explained

Beyond the reported control and leadership changes, the company states that no other arrangements or understandings exist between the former and new control persons and their associates concerning director elections or other company matters.

8-K Event Classification

2 items: 5.01, 5.02

2 items

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.

Key Figures

Shares purchased: 19,300,000 shares Purchase price per share: $0.015 per share Par value per share: $0.0001 per share +2 more

5 metrics

Shares purchased 19,300,000 shares Common shares of RMGL purchased by Ya Deng from Zonghan Wu

Purchase price per share $0.015 per share Consideration paid for each RMGL common share in the Stock Purchase Agreement

Par value per share $0.0001 per share Par value of RMGL common shares referenced in the transaction

Voting rights acquired 83.2% Approximate voting rights held by Ya Deng on a fully diluted basis after the purchase

Closing date August 20, 2026 Date the Stock Purchase Agreement closed and management changes became effective

Key Terms

Change in Control, fully-diluted basis, par value, Emerging Growth Company

4 terms

Change in Control regulatory

"Item 5.01 Changes in Control of Registrant On August 20, 2026"

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.

fully-diluted basis financial

"approximately 83.2% holder of the voting rights... on a fully-diluted basis"

A fully-diluted basis is a way of counting a company's outstanding shares that includes not only shares already issued but also all shares that could be created from options, warrants, convertible debt, restricted stock units, and other rights. For investors, it shows what ownership percentages and per-share numbers (like earnings or valuation) would look like if every potential share were converted or exercised, similar to counting every possible slice of a pie, not just the slices already served.

par value financial

"Common Shares, par value $0.0001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change in control did RMGL announce on August 20, 2026?

Rocky Mountains Group Ltd disclosed that Ya Deng acquired control by purchasing 19,300,000 common shares from Zonghan Wu, resulting in ownership of about 83.2% of the voting rights on a fully diluted basis.

How many RMGL shares did Ya Deng purchase and at what price?

Ya Deng purchased 19,300,000 common shares of RMGL at a price of $0.015 per share. The shares have a par value of $0.0001 per share, and the transaction closed on August 20, 2026.

What percentage of RMGL’s voting rights does Ya Deng now control?

After the share purchase, Ya Deng controls approximately 83.2% of the voting rights of RMGL on a fully diluted basis. This level of ownership makes Ya Deng the new controlling shareholder of the company.

What management changes accompanied the RMGL control transaction?

On August 20, 2026, Zonghan Wu resigned as Director, President, CEO, Secretary, and Treasurer. On the same date, Ya Deng was appointed President, Chief Executive Officer, Secretary, Treasurer, and Director of RMGL.

Is Rocky Mountains Group Ltd currently listed on a securities exchange?

RMGL reports that its securities registered under Section 12(b) show N/A for title, trading symbol, and exchange. This indicates there is no class of securities listed on a national securities exchange under Section 12(b).

What is the par value of RMGL’s common shares involved in the transaction?

The common shares purchased by Ya Deng have a par value of $0.0001 per share. Despite this low par value, the negotiated purchase price for the control block was $0.015 per share in the Stock Purchase Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/20/2026 - 11:24 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 20, 2026

ROCKY MOUNTAINS GROUP LTD

(Exact name of registrant as specified in its charter)

Nevada

000-56844

93-2609396

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

E 242 Bucklands Beach Road, Bucklands Beach, Auckland 2012, New Zealand

(Address of principal executive offices & zip code)

(+86) 18217730216

(Registrants’ telephone number)

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):

☐	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 on each exchange on which registered
N/A		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 (§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 ☒

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

On August 20, 2026, a Stock Purchase Agreement was entered into between Zonghan Wu (the “Seller”), and Ya Deng (the “Purchaser”), wherein the Purchaser purchased 19,300,000 shares of Common Shares, par value $0.0001 per share (the “Shares”), of Rocky Mountains Group Ltd, a Nevada corporation (the “Company”). As a result, the Purchaser became an approximately 83.2% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis. The transaction was completed on August 20, 2026 (the “Closing date”). The consideration paid for each share was $0.015.

Other than as described below, there are no arrangements or understandings among both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers, Compensatory Arrangement of Certain Officers

On August 20, 2026, the sole officer and director of the Company, Zonghan Wu, tendered his resignations as Director, President, Chief Executive Officer, Secretary, and Treasurer of the Company, and appointed Ya Deng as new President, Chief Executive Officer, Secretary, Treasurer, and Director of the Company, effective August 20, 2026.

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, thereunto duly authorized.

	ROCKY MOUNTAINS GROUP LTD
	(Name of Registrant)

Date: August 20, 2026

	By:	*/s/ Ya Deng*
	Name:	Ya Deng
	Title:	Chief Executive Officer, President, Treasurer, Secretary and Director

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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