DEF 14C: LiquidValue Development Inc. Quadruples Authorized Shares for Strategic Merger and Share Transfer

LiquidValue Development Inc. has increased its authorized common stock from 1 billion to 5 billion shares to facilitate a merger with Winning Group and a related share transfer, approved by majority shareholder consent.

Summary

• LiquidValue Development Inc. (the Company) has approved an amendment to its Articles of Incorporation to increase the authorized number of common shares from 1,000,000,000 to 5,000,000,000, with a par value of $0.001 per share.
• The amendment was approved by written consent on July 10, 2025, by SeD Intelligent Home Inc., the holder of 99.99% of the Company's outstanding voting securities.
• This increase in authorized shares is necessary to accomplish plans outlined in a Merger Agreement dated May 30, 2025.
• Under the Merger Agreement, LVD Merger Corp., a wholly-owned subsidiary of the Company, will merge with Winning Catering Management Limited (Winning Group), making Winning Group a wholly-owned subsidiary of LiquidValue Development Inc.
• As part of the transaction, Winning Holdings Limited will acquire 80% of the Company's issued and outstanding shares through the issuance of 3,754,897,728 new common shares.
• Pure Talent Group Limited (PTGL) will acquire 5% of the Company's shares through the issuance of 234,681,108 new common shares.
• SeD Intelligent Home Inc. and other existing stockholders will retain 15% of the Company's shares post-transfer.
• The Company is required to be a 'shell company' as defined by Rule 12b-2 under the Exchange Act of 1934 prior to the closing of these transactions.
• The increase in authorized common stock will not have an immediate effect on existing stockholders' rights but will result in a dilutive effect when the additional shares are issued.

Sentiment

Score: 5

Explanation: The filing is primarily an informational disclosure about a corporate action (increasing authorized shares) to facilitate a merger and share transfer. While the merger itself could be a strategic positive for future growth, the immediate impact on existing shareholders is significant dilution, which is a negative. The company also states it will be a 'shell company' prior to closing, which implies limited current operations.

Positives

• The increase in authorized shares facilitates a strategic merger and acquisition, potentially expanding the company's business operations and market reach.
• The merger will integrate Winning Group as a wholly-owned subsidiary, which could bring new assets and revenue streams to the Company.

Negatives

• The issuance of 3,754,897,728 shares to Winning Holdings and 234,681,108 shares to PTGL will result in significant dilution for existing stockholders.
• The Company will be a 'shell company' prior to the closing of the transactions, indicating limited current operational activities and assets.

Risks

• The possibility that the company may fail to preserve its expertise in medical therapy and product research and development.
• Existing and potential partners may opt to work with, or favor the products of, competitors if competitors offer more favorable products or pricing terms.
• The company may be unable to maintain or grow sources of revenue.
• The company may be unable to attain and maintain profitability.
• The company may be unable to attract and retain key personnel.
• The company may not be able to effectively manage, or to increase, its relationships with customers.
• The company may experience unexpected increases in costs and expenses.
• There is no guarantee that the Amendment will be completed in a timely manner or at all.

Future Outlook

The increase in authorized shares is a preparatory step for a planned merger with Winning Group, which will become a wholly-owned subsidiary. The company anticipates operating as a 'shell company' prior to the closing of these transactions, indicating a significant shift in its business structure and operations post-merger.

Management Comments

• The Company's Board of Directors believes that it is in the best interest of the shareholders to adopt the increase in authorized common stock.
• The Company's Board of Directors believes the authorized share increase is necessary and advisable in order to accomplish the Company's plans contemplated by that certain acquisition agreement and plan of merger.

Industry Context

This announcement signals a strategic pivot for LiquidValue Development Inc. towards a significant merger and acquisition, a common strategy for companies seeking to expand their market presence, diversify their offerings, or gain new capabilities. The mention of becoming a 'shell company' prior to closing suggests a reverse merger or similar transaction, often utilized by private entities to gain public listing or by public shell companies to acquire operating businesses, which can be transformative for the acquiring entity.

Corporate Governance

Related Party Transactions

• SeD Intelligent Home Inc., the holder of 99.99% of the Company's voting power, approved the amendment by written consent. SeD Intelligent Home Inc. is a wholly-owned subsidiary of Alset International Limited, whose Chairman and Chief Executive Officer, Fai H. Chan, is also the Chairman and Chief Executive Officer of Alset Inc. and its largest shareholder.
• SeD Intelligent Home Inc. and other existing stockholders will retain 15% of the Company's shares after the share transfer, while Winning Holdings Limited (a party to the Merger Agreement) will acquire 80% and Pure Talent Group Limited (another party) will acquire 5%.

Stakeholder Impact

• Shareholders: Existing shareholders will experience significant dilution due to the issuance of billions of new shares, which will substantially decrease their percentage ownership in the Company.
• Management/Board: The Board of Directors has approved this action, believing it is in the best interest of shareholders and necessary for the Company's strategic plans, indicating a commitment to the merger and its potential benefits.
• Acquired Entity (Winning Group): Will become a wholly-owned subsidiary of LiquidValue Development Inc., integrating its operations and assets under the Company's control.
• New Major Shareholders (Winning Holdings, PTGL): Will acquire substantial ownership stakes (80% and 5% respectively), becoming new key stakeholders with significant influence over the Company's future direction.

Next Steps

• Filing of the Amendment to the Articles of Incorporation with the Nevada Secretary of State, no sooner than the 20th day after the definitive information statement is mailed (on or about July 21, 2025).
• Filing of a Current Report on Form 8-K with the Securities and Exchange Commission to include information regarding the Amendment and the increase in authorized common stock.
• Completion of the Merger and Share Transfer transactions as per the Merger Agreement, contingent on the Company being a 'shell company' prior to closing.

Key Dates

Recommendation

The filing details a significant corporate action to facilitate a merger and share transfer, which could be strategically beneficial long-term. However, the immediate and substantial dilution for existing shareholders is a major concern. Without more information on the acquired entity's financials and the combined entity's future prospects, a 'hold' recommendation is appropriate, advising investors to await further details on the merger's completion and the combined company's business plan and financial outlook.

Keywords

Common stock, authorized shares, share increase, dilution, merger agreement, acquisition, corporate governance, SEC filing, DEF 14C, LiquidValue Development Inc., Winning Group, SeD Intelligent Home Inc., share transfer, shell company