Loan Artificial Intelligence (NASDAQ: LAAI) adds new Chair, weighs 30M-share private issuance for Hong Technology acquisition

Rhea-AI Filing Summary

Loan Artificial Intelligence Corp. reported two key developments. First, the Board appointed Ms. Zuqin (Joey) Cai as Chairman, highlighting her 20+ years of experience in international financial management, including trade finance, supply-chain financing, and structured transactions. The company states there are no family relationships or related-party transactions requiring disclosure in connection with her appointment.

The company is also in advanced negotiations for a proposed acquisition of Hong Technology Co. Limited, a Hong Kong-based technology development company. As part of the contemplated structure, the company anticipates issuing approximately 30,000,000 shares of common stock, to be used both to acquire Hong Technology and to bring in private capital from strategic investors to support operations after the deal. These shares are expected to be issued through private placements exempt from registration, and no public offering is planned. The company cautions there is no assurance that a definitive agreement will be signed or that the transaction will close.

Insights

Equity & corporate governance analyst

LAAI adds an experienced chair and outlines a large, non-public stock issuance tied to a potential acquisition.

The appointment of Ms. Zuqin (Joey) Cai as Chairman brings a background in international financial management, cross-border trade finance, and structured transactions. This profile aligns with a company that may rely on complex financing and cross-border relationships. The disclosure that there are no family relationships or related-party transactions reduces typical governance concerns around insider appointments.

The company describes “advanced negotiations” for a proposed acquisition of Hong Technology Co. Limited, with a contemplated issuance of approximately 30,000,000 common shares. The shares are expected to serve both as consideration for the acquisition and to introduce private capital from strategic investors, via private placements under Section 4(a)(2) and/or Regulation D or Regulation S. The company explicitly notes there is no assurance a definitive agreement will be executed or that the transaction will be consummated, so the actual impact depends on whether the parties ultimately close on finalized terms.

8-K Event Classification

2 items: 5.02, 8.01

2 items

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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): December 1, 2025

Loan Artificial Intelligence Corp.

(Exact name of registrant as specified in its charter)

Florida		000-56529		45-4895104
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1113 Tower 2, Lippo Centre, 89 Queensway Admiralty, Hong Kong		0000
(Address of principal executive offices)		(Zip Code)

(+852) 3703 6155

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K 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: None.

Title of each class	Trading Symbols	Name of each exchange on which registered
Not Applicable	Not Applicable	Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chairman

On December 1, 2025, the Board of Directors of Loan Artificial Intelligence Corp. (the “Company”) appointed Ms. Zuqin (Joey) Cai as Chairman of the Board.

Ms. Cai is a senior executive with over 20 years of experience in international financial management, including cross-border trade finance, supply-chain financing, and structured financial transactions. She has served as an investor and adviser to several private and public enterprises and is an active philanthropist, having been a member of Lions Clubs International for over 13 years, including service as a chapter president.

There are no family relationships between Ms. Cai and any director or executive officer of the Company, and there are no transactions with Ms. Cai requiring disclosure pursuant to Item 404(a) of Regulation S-K.

Item 8.01 — Other Events.

Acquisition Discussions with Hong Technology Co. Limited

The Company is currently engaged in advanced negotiations regarding a proposed acquisition of Hong Technology Co. Limited, a technology development company based in Hong Kong. While discussions are ongoing and no definitive agreement has been executed as of the date of this Report, the parties are finalizing key commercial terms.

As part of the contemplated transaction, the Company anticipates issuing approximately 30,000,000 shares of its common stock, which are expected to be allocated for:

1. The acquisition of Hong Technology Co. Limited, and

2. The introduction of private capital from strategic investors to support post-acquisition operations.

The Company does not intend to conduct any public offering of its securities in connection with these transactions. Any such issuance is expected to be completed solely through private placements exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D or Regulation S.

There can be no assurance that the parties will enter into a definitive agreement or that the proposed transaction will be consummated.

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.

	Loan Artificial Intelligence Corp.
Date: December 1, 2025	By:	/s/ Raymond Fu
		Raymond Fu
		Chief Executive Officer

3

FAQ

What did Loan Artificial Intelligence Corp. (LAAI) announce in this 8-K?

Loan Artificial Intelligence Corp. announced the appointment of Ms. Zuqin (Joey) Cai as Chairman of the Board and disclosed that it is in advanced negotiations for a proposed acquisition of Hong Technology Co. Limited, which may involve issuing approximately 30,000,000 shares of common stock through private placements.

Who is the new Chairman of Loan Artificial Intelligence Corp. (LAAI)?

The Board appointed Ms. Zuqin (Joey) Cai as Chairman. She has over 20 years of experience in international financial management, including cross-border trade finance, supply-chain financing, and structured financial transactions, and has advised several private and public enterprises.

Does Ms. Zuqin (Joey) Cai have any related-party relationships with LAAI?

The company states there are no family relationships between Ms. Cai and any director or executive officer of Loan Artificial Intelligence Corp., and there are no transactions with her that require disclosure under Item 404(a) of Regulation S-K.

What is the proposed acquisition mentioned by Loan Artificial Intelligence Corp. (LAAI)?

Loan Artificial Intelligence Corp. is in advanced negotiations regarding a proposed acquisition of Hong Technology Co. Limited, a technology development company based in Hong Kong. The parties are finalizing key commercial terms, but no definitive agreement has been executed as of the report date.

How many shares might LAAI issue for the Hong Technology transaction and for what purposes?

The company anticipates issuing approximately 30,000,000 shares of common stock. These shares are expected to be used to (1) acquire Hong Technology Co. Limited and (2) introduce private capital from strategic investors to support post-acquisition operations.

Will Loan Artificial Intelligence Corp. conduct a public offering for this potential transaction?

No. The company states it does not intend to conduct any public offering of its securities in connection with these transactions. Any issuance is expected to be completed solely through private placements exempt from registration under Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S.

Is the acquisition of Hong Technology Co. Limited by LAAI guaranteed to occur?

No. Loan Artificial Intelligence Corp. explicitly cautions that there can be no assurance the parties will enter into a definitive agreement or that the proposed transaction will be consummated, even though negotiations are described as advanced.