8-K: LiquidValue Development Inc. Announces Transformative Reverse Merger with Hong Kong's Wing Nin Food & Beverage Brand

LiquidValue Development Inc. has entered into a definitive agreement for a reverse merger with Winning Group, the owner of the renowned Hong Kong food and beverage brand Wing Nin, which will result in a significant restructuring and new business operations for the company.

Summary

• LiquidValue Development Inc. (the Company) is undergoing a significant restructuring and reverse merger, as detailed in an Acquisition Agreement and Plan of Merger signed on May 30, 2025.
• Prior to the merger, the Company will grant its current stockholders shares of a new entity that will hold substantially all of the Company's existing assets.
• The merger involves LVD Merger Corp., a wholly-owned subsidiary of LiquidValue Development Inc., merging into Winning Catering Management Limited (Winning Group), with Winning Group surviving as a wholly-owned subsidiary of LiquidValue Development Inc.
• Winning Group's primary business is Wing Nin, a well-known Hong Kong food and beverage brand specializing in cart noodles, which has expanded to eleven locations across Hong Kong since its origins as a street vendor in the 1960s.
• Upon the closing of these transactions, Winning Holdings Limited will own 80% of the Company's issued and outstanding shares, SeD Intelligent Home Inc. and other existing stockholders will collectively retain 15%, and Pure Talent Group Limited (PTGL) will own 5%.
• This new ownership structure will be achieved through the issuance of 3,754,897,728 new shares of the Company's common stock to Winning Holdings and 234,681,108 shares to PTGL.
• The Company intends to increase its authorized common stock from 1,000,000,000 to 5,000,000,000 shares to facilitate the transaction.
• Before the merger's closing, LiquidValue Development Inc. will become a shell company, having distributed all its material assets and liabilities to its existing shareholders.

Sentiment

Score: 6

Explanation: The announcement details a transformative reverse merger that brings a new, established business into the company, which is generally positive for future prospects. However, it also involves significant dilution for existing shareholders and the existing assets being spun off, which introduces complexity and a complete change in the company's nature. The sentiment is cautiously positive due to the strategic pivot and potential for growth in a new sector, balanced by the immediate dilution and restructuring.

Positives

• Existing stockholders will retain 100% of the shares of the entity holding the Company's assets prior to the reverse merger, preserving value from previous operations.
• Existing stockholders will also retain 15% ownership in the newly structured public company, providing them with an ownership position in the new business operations.
• The Company will acquire Winning Group, an established and renowned Hong Kong food and beverage brand (Wing Nin) with a history dating back to the 1960s and a current presence of eleven locations.
• Winning Group demonstrates a commitment to innovation through ongoing product development, improvements in training and operations, and central kitchen automation, suggesting potential for future growth.

Negatives

• Existing shareholders of LiquidValue Development Inc. will experience significant dilution, with their collective ownership decreasing from nearly 100% to 15% of the post-merger entity.
• LiquidValue Development Inc. will become a shell company with no material assets or liabilities prior to the merger, representing a complete shift in its business focus and asset base.

Risks

• Forward-looking statements regarding the anticipated consummation of the Merger are subject to inherent risks and uncertainties that could cause actual results to differ materially from expectations.
• The completion of the merger is conditional upon obtaining all necessary authorizations, consents, orders, or approvals from governmental entities and compliance with applicable laws and regulations.
• The Public Company's obligation to close is contingent upon a satisfactory due diligence review of Winning Group and the absence of any material inaccuracies in Winning Group's representations or warranties.
• Both parties' obligations to close are subject to there being no pending or threatened litigation or other proceedings that would restrain or invalidate the transactions, or whose consequences could be materially adverse to either Winning Group or the Public Company.

Future Outlook

The Company anticipates the consummation of the Merger, which is expected to result in existing stockholders retaining benefits from the Company's existing operations while also benefiting from an ownership position in new business operations through the acquisition of Winning Group and its Wing Nin brand.

Management Comments

• "The Company's board of directors believes that these transactions will result in the Company's existing stockholders retaining many of the benefits of the Company's existing operations while also benefiting from an ownership position in new business operations."

Industry Context

The acquisition of Winning Group introduces LiquidValue Development Inc. into the food and beverage industry, specifically focusing on the Hong Kong market with the established Wing Nin brand. Wing Nin, renowned for its cart noodles, has a history as a street vendor since the 1960s and has expanded to eleven locations, demonstrating a growth trajectory within the local F&B sector. The brand's focus on product development, operational improvements, and central kitchen automation indicates a strategy for continued growth and efficiency in a competitive market.

Management Changes

Corporate Governance

Legal Proceedings

• The consummation of the merger is conditional on there being no litigation or other proceeding pending or threatened that would restrain or invalidate the transactions, or whose consequences could be materially adverse to Winning Group or the Public Company.

Related Party Transactions

• SeD Intelligent Home Inc., the majority shareholder of LiquidValue Development Inc., is a party to the Acquisition Agreement and will retain 15% ownership in the Company post-merger.

Stakeholder Impact

• Shareholders: Existing shareholders will experience significant dilution in their percentage ownership of the public company but will receive shares in a new entity holding the Company's prior assets and gain exposure to the new food and beverage business.
• Employees: Employees of Winning Group will become part of a publicly traded company structure, potentially affecting their compensation, benefits, and corporate culture.
• Customers: The operations of the Wing Nin brand are expected to continue and potentially expand under the new corporate structure, aiming to maintain or enhance customer experience.

Next Steps

• The Company intends to receive written consent from its majority shareholder to amend its Certificate of Incorporation to authorize adequate common stock for the transactions.
• Prior to the closing of the merger, the Company will grant its existing stockholders shares of an entity that will hold substantially all of its existing assets.
• LVD Merger Corp. will merge with and into Winning Group, with Winning Group surviving as a wholly-owned subsidiary of LiquidValue Development Inc.
• The parties will file the Certificate of Merger with the Registrar of the British Virgin Islands.
• The Public Company will use reasonable efforts to ensure the Closing Date and the Effective Time of the Merger occur on the same day.
• Following the Closing, the Board of the Public Company will consist of five members, with SeD having the right to appoint one representative and Winning Holdings having the right to appoint four representatives.

Key Dates

Keywords

Reverse merger, LiquidValue Development Inc., Winning Group, Wing Nin, Hong Kong food and beverage, SEC filing, 8-K, corporate restructuring, share issuance, acquisition, shell company, cart noodles