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Strategic Acquisitions (STQN) insiders receive large restricted share awards, add auditor

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Strategic Acquisitions, Inc. reports major unregistered issuances of restricted common stock, leadership changes, and a new auditor. On February 4, 2026, the board approved 30,000,000 new restricted common shares to John P. O’Shea at $0.001 per share for past services, increasing his holdings to 30,151,800 restricted shares, or about 64.6% of the 46,675,000 issued and outstanding shares. The board also issued 10,000,000 new restricted common shares to Jennifer L. O’Shea at $0.001 per share for past services, giving her 10,000,000 restricted shares, or about 21.4% of the same share base. All shares were issued as private placements under Section 4(2) of the Securities Act and carry transfer restrictions. As of March 10, 2026, total common shares issued and outstanding were 46,675,000. The company engaged Integritat Audit, Accounting & Advisory, LLC as its independent registered public accounting firm and disclosed director resignations and the appointment of Jennifer L. O’Shea to the board.

Positive

  • None.

Negative

  • Highly concentrated insider ownership: After issuing 30,000,000 restricted shares to John P. O’Shea and 10,000,000 to Jennifer L. O’Shea, they together control about 86% of the 46,675,000 issued and outstanding shares, materially shifting control away from other stockholders.

Insights

Large insider share awards concentrate control and reshape governance.

Strategic Acquisitions, Inc. approved issuances of 30,000,000 restricted shares to John P. O’Shea and 10,000,000 to Jennifer L. O’Shea at $0.001 per share for past services. After these awards, John holds about 64.6% and Jennifer about 21.4% of the 46,675,000 issued and outstanding shares.

This means a very high percentage of equity is now in two related holders, significantly increasing insider control over corporate decisions. The shares are restricted and were issued under Section 4(2) as non-public offerings, so any liquidity from these positions depends on future registration or further exemptions.

The company also appointed Integritat Audit, Accounting & Advisory, LLC as its independent registered public accounting firm and added Jennifer L. O’Shea to the board following two director resignations. Future periodic reports for periods after March 10, 2026 will show how this ownership and governance structure influences strategy and reporting.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
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.
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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): January 18, 2026

 

STRATEGIC ACQUISITIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   0-28963   13-3506506

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

2464 Darts Cove Way

(Mount Pleasant) Charleston,

South Carolina 29466-0101

 

(Address of principal executive offices)

 

(212) 495-9234

 

(Registrant’s telephone number, including area code)

 

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 (17CFR240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of Each Class   Trading Symbols   Name of Each Exchange on which registered
Common Stock   STQN   OTCID

 

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 Securities Exchange Act. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

Strategic Acquisitions, Inc., a corporation formed under the laws of Nevada, on December 23, 2025 filed a Form 15 to terminate its Registration of its class of securities with the U.S. Securities and Exchange Commission. On February 23, 2025, the Board of Directors approved to withdraw and rescind its Notice of Termination of Registration of a Class of Securities and the Company returned to fully reporting status.

 

This 8-K is being filed to disclose the events that took place while the Registration was terminated.

 

 

 

 

Item 3.02 - Unregistered Sales of Equity Securities

 

John P. O’Shea, restricted common share issuance

 

On February 4, 2026, Strategic Acquisitions, Inc. (the “Company”) Board of Directors approved the issuance of 30,000,000 new restricted common shares to John P. O’Shea at subscription price of $0.001 for past services rendered to the Company. Prior to the issuance of these shares, Mr. O’Shea owned 151,800 restricted common shares, after the issuance of these shares, Mr. O’Shea now owns 30,151,800 restricted common shares which represents approximately 64.6% of the 46,675,000 issued and outstanding shares.

 

The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale. The shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption.

 

As of March 10, 2026, there were 46,675,000 shares of the issuer’s common stock issued and outstanding.

 

Jennifer L. O’Shea, restricted common share issuance

 

On February 4, 2026, Strategic Acquisitions, Inc. (the “Company” or the “Registrant”) Board of Directors approved the issuance of 10,000,000 new restricted common shares to Jennifer L. O’Shea at subscription price of $0.001 for past services rendered to the Company. Mrs. O’Shea now owns 10,000,000 restricted common shares which represents approximately 21.4% of the 46,675,000 issued and outstanding shares.

 

The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale. The shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption.

 

2

 

 

Item 4.01 - Changes in Registrant’s Certifying Accountant

 

Engagement of Integritat Audit, Accounting & Advisory, LLC

 

On February 28, 2026 (the “Engagement Date”), the Registrant’s Board of Directors approved the appointment of and engaged Integritat Audit, Accounting & Advisory, LLC, 1825 NW Corporate Blvd., Suite 110, Boca Raton, Florida, as the Registrant’s independent registered public accounting firm.

 

During the Registrant’s two most recent fiscal years, the subsequent interim periods thereto, and through the Engagement Date, neither the Registrant nor anyone on its behalf consulted the Current Accountants regarding either (1) the application of accounting principles to a specified transaction regarding the Company, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (2) any matter regarding the Company that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

On January 18, 2026, the Board of Directors of Strategic Acquisitions, Inc. accepted the resignation of Wei Huang in his position as Director of the Company. Wei Huang does not have any disagreements with the Company on any matter relating to its operations, policies or practices.

 

On February 3, 2026, the Board of Directors of the Company accepted the resignation of Yuanyuan Huang in his position as Secretary, Principal Financial Officer, Director of the Company. Yuanyuan Huang does not have any disagreements with the Company on any matter relating to its operations, policies or practices.

 

On February 18, 2026, the Board of Directors of the Company appointed Jennifer L. O’Shea, wife of John P. O’Shea, to the Board of Directors. Jennifer L. O’Shea accepted the position. Mrs. O’Shea is the President and Chief Executive Officer of Global Alliance Securities, LLC, a registered U.S. broker-dealer. Her background in the areas of 15a-6 transactions-Chaperoning relating to investment banking, private transactions, and sales trading for cross-broader transactions makes her qualified for this position.

 

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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.

 

  Strategic Acquisitions, Inc.
     
Date: March 10, 2026 By /s/ John P. O’Shea
    John P. O’Shea
    President and Director

 

 

FAQ

What major equity transactions did STQN disclose in this 8-K?

Strategic Acquisitions, Inc. disclosed two large restricted stock issuances on February 4, 2026. John P. O’Shea received 30,000,000 shares and Jennifer L. O’Shea received 10,000,000 shares at $0.001 per share, both for past services and issued under Section 4(2) of the Securities Act.

How much of Strategic Acquisitions (STQN) do John and Jennifer O’Shea now own?

After the February 4, 2026 issuances, John P. O’Shea owns 30,151,800 restricted common shares, about 64.6% of the 46,675,000 issued and outstanding shares. Jennifer L. O’Shea owns 10,000,000 restricted shares, about 21.4% of the same share base, giving the pair very high combined control.

What is the total number of STQN shares outstanding after these transactions?

As of March 10, 2026, Strategic Acquisitions, Inc. reports 46,675,000 shares of common stock issued and outstanding. This figure incorporates the February 4, 2026 issuances of 30,000,000 restricted shares to John P. O’Shea and 10,000,000 restricted shares to Jennifer L. O’Shea.

Under what exemption were the new STQN restricted shares issued?

The restricted common shares issued to John and Jennifer O’Shea were made under the exemption from registration in Section 4(2) of the Securities Act. The company states the offers did not involve a public offering or general solicitation, and the certificates bear legends restricting transfer absent registration or another exemption.

Which new auditor did Strategic Acquisitions (STQN) engage and when?

On February 28, 2026, the board of Strategic Acquisitions, Inc. engaged Integritat Audit, Accounting & Advisory, LLC as its independent registered public accounting firm. The company states it had not consulted this firm previously on accounting principles, audit opinions, disagreements, or reportable events relating to its financial statements.

What board and officer changes did STQN report in this filing?

Strategic Acquisitions, Inc. reported the January 18, 2026 resignation of director Wei Huang and the February 3, 2026 resignation of secretary, principal financial officer, and director Yuanyuan Huang. On February 18, 2026, the board appointed Jennifer L. O’Shea as a director, noting her broker-dealer and 15a-6 transaction experience.

Filing Exhibits & Attachments

3 documents