8-K: SecureTech Innovations Completes Landmark Acquisition of AI UltraProd Group, Eyes Future NASDAQ Spin-Off

SecureTech Innovations, Inc. has announced the strategic acquisition of AI UltraProd Group, a leader in AI and 3D printing technology, with plans to incubate the acquired entity for a potential independent NASDAQ listing.

Summary

• SecureTech Innovations, Inc. (SCTH) has acquired 100% of Aiultraprod Group Limited (AI UltraProd), a Hong Kong limited liability company, through its wholly owned subsidiary AI UltraProd, Inc.
• The acquisition was completed on June 23, 2025, under an Acquisition and Stock Purchase Agreement.
• As consideration, SecureTech issued 185 unregistered shares of its Series A Preferred Stock to AIUP Holding Limited (the Seller), valued at US$8,565,500, equating to US$46,300 per share.
• AI UltraProd Group's core business integrates artificial intelligence with industrial 3D printing technology for optimized manufacturing processes, from design to delivery.
• The acquired entity holds a robust intellectual property portfolio, including 24 issued patents, one pending patent, and 20 additional patent applications in development.
• In connection with the acquisition, SecureTech entered into an Incubation Operating Agreement to provide financial support, operational guidance, strategic mentorship, and industry introductions to AI UltraProd and its subsidiaries (collectively, 'Incubatees').
• The primary objective of the incubation program, anticipated to last 24 to 36 months, is to prepare the Incubatees for a potential spin-off and independent listing on the NASDAQ stock exchange.
• SecureTech is committed to contributing a minimum of US$10,000,000 in capital to the Incubatees during this period, contingent on performance milestones.
• As of June 24, 2025, SecureTech had 17,895 shares of its Series A Preferred Stock and 35,311,829 shares of its common stock issued and outstanding.
• Zhejiang Jizhu Technology Co., Ltd., a Chinese limited liability company and 90% owned subsidiary of Aiultraprod Group Limited, reported RMB 21,110,334 (approximately US$2.9 million) in revenue for FY2024, a significant increase from RMB 1,626,549 in FY2023.
• For the three months ended March 31, 2025, Zhejiang Jizhu Technology Co., Ltd. reported RMB 2,273,771 in revenue, up from RMB 314,084 for the same period in 2024.
• The AIUP Group reported a net loss of RMB 6,160,571 for FY2024 and RMB 1,518,886 for Q1 2025.
• Pro forma combined financial statements show a goodwill of US$7,494,402 as of March 31, 2025, resulting from the acquisition.

Sentiment

Score: 8

Explanation: The sentiment is highly positive due to the strategic nature of the acquisition, the significant growth demonstrated by the acquired entity, the robust intellectual property portfolio, and the clear, ambitious plan for future development and a potential NASDAQ spin-off, backed by substantial capital commitment. The management comments also reflect strong optimism.

Positives

• SecureTech has completed a strategic acquisition of AI UltraProd Group, which is expected to drive innovation and scale operations.
• AI UltraProd possesses a strong intellectual property portfolio with 24 issued patents, 1 pending patent, and 20 additional patent applications, indicating significant technological advantage.
• The acquired entity, Zhejiang Jizhu Technology Co., Ltd., demonstrated substantial revenue growth from RMB 1,626,549 in FY2023 to RMB 21,110,334 in FY2024, and from RMB 314,084 in Q1 2024 to RMB 2,273,771 in Q1 2025.
• SecureTech plans to invest a minimum of US$10,000,000 in AI UltraProd to accelerate its growth and prepare it for a potential NASDAQ spin-off, signaling strong commitment and future potential.
• The incubation agreement includes strategic guidance, industry introductions, and promotional support from SecureTech's network, which can significantly benefit AI UltraProd's development.
• The potential NASDAQ spin-off offers a clear exit strategy and value realization opportunity for SecureTech's investment.

Negatives

• Zhejiang Jizhu Technology Co., Ltd. reported net losses of RMB 6,160,571 for FY2024 and RMB 1,518,886 for Q1 2025, indicating it is not yet profitable.
• The success of the NASDAQ spin-off is not guaranteed and is subject to various factors including market conditions and regulatory changes.
• The Incubation Operating Agreement includes a 'Breakup Fee' of 300% of capital contributions if the Company fails to qualify for NASDAQ listing within 36 months or voluntarily withdraws, which could be a significant financial obligation for the Incubatees.
• The acquired entity has a pending civil litigation case with a maximum financial risk exposure of RMB 61,477.68.

Risks

• The ultimate success of the Incubation and the potential NASDAQ listing depends on various factors, including the diligence and execution ability of the Incubatees' management team, the strength of their underlying business models, the viability of their products and technologies, and general market conditions, which may be beyond the control of the parties.
• Failure to achieve growth, secure external investments, develop marketable products, or generate sufficient revenue to qualify for an independent NASDAQ listing will not impose liability on SecureTech, but could result in the Incubatees owing a 300% Breakup Fee.
• The acquired entity, Zhejiang Jizhu Technology Co., Ltd., is currently involved in a civil case regarding intermediary contract disputes with a maximum financial risk exposure of RMB 61,477.68.
• The pro forma financial information is preliminary and based on management's current estimates; actual results may differ materially once the acquisition is completed and final valuations are determined.
• The issuance, pricing, and transfer of Acquisition Shares and Additional Acquisition Shares must comply with all applicable securities laws and regulatory requirements in the United States, Europe, and Asia, posing compliance risks.

Future Outlook

SecureTech Innovations plans to aggressively expand and develop AI UltraProd over the next 24 to 36 months, with the ultimate goal of a potential spin-off and independent listing on the NASDAQ stock exchange. This will be supported by a planned investment of at least US$10 million, contingent on AI UltraProd achieving specific revenue and profitability milestones, including US$10 million TTM consolidated gross revenue, US$1 million TTM consolidated net profit, and US$25 million TTM consolidated gross revenue. SecureTech also intends to file a Registration Statement with the SEC in July 2025 to conduct a general equity offering of up to US$10 million.

Management Comments

• J. Scott Sitra, President and CEO of SecureTech, stated: 'The wait is over! SecureTech proudly announces that we have joined forces with powerhouse AI UltraProd to catapult us into a new era of innovation and industry dominance. AI UltraProd’s cutting-edge fusion of AI and industrial 3D manufacturing is the perfect synergy with our relentless pursuit of technological excellence. As we integrate their expertise into our ecosystem, we’re unlocking groundbreaking opportunities, pushing the boundaries of possibility, and creating long-term value for our shareholders like never before. The future is here, and SecureTech is leading the charge!'
• Sitra also concluded: 'None of this would be possible without the extraordinary dedication of our Roseville, Minnesota team and the visionary leadership of our Board of Directors.'
• Xing YunZhu, Director of AI UltraProd, commented: 'Partnering with SecureTech is a defining milestone in AI UltraProd’s evolution. SecureTech’s strategic investment and operational depth equip us to fast-track the deployment of our proprietary technologies, significantly scale production, and enhance our operational efficiency. Together, we’re positioned to deliver high-performance, AI-powered manufacturing solutions to a broader range of industrial markets and customers—fueling the next phase of our growth.'

Industry Context

This acquisition positions SecureTech Innovations to capitalize on the growing convergence of artificial intelligence and advanced manufacturing, particularly in industrial 3D printing. AI UltraProd's focus on optimizing processes from design to production and delivery management aligns with broader industry trends towards automation, efficiency, and cost reduction in manufacturing. The strategic goal of a NASDAQ spin-off indicates an ambition to become a significant player in the high-growth AI and 3D printing sectors, potentially attracting specialized tech investors.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• Zhejiang Jizhu Technology Company Limited is currently involved in a civil case concerning disputes over intermediary contracts (Docket Number: (2025)02131769).
• The prosecutor is Honghui Real Estate Agency, and the maximum financial risk exposure for Zhejiang Jizhu is RMB 61,477.68.
• The case is in the first instance litigation under ordinary procedure and is estimated to conclude in mid-September 2025.

Related Party Transactions

• As of March 31, 2025, Zhejiang Jizhu Technology Co., Ltd. had an 'Amount due to a holding company' of RMB 818,891 (RMB 861,841 as of Dec 31, 2024). These balances are unsecured, non-trade in nature, interest-free, and repayable on demand.
• As of March 31, 2025, Zhejiang Jizhu Technology Co., Ltd. had an 'Amount due to directors' of RMB 490,847 (none as of Dec 31, 2024). These balances are unsecured, non-trade in nature, interest-free, and repayable on demand.
• As of March 31, 2025, Zhejiang Jizhu Technology Co., Ltd. had an 'Amount due from directors' of RMB 716,444 (none as of Dec 31, 2024). These balances are unsecured, non-trade in nature, interest-free, and repayable on demand.
• As of March 31, 2025, Zhejiang Jizhu Technology Co., Ltd. had an 'Amount due from non-controlling interest' of RMB 3,000,000 (none as of Dec 31, 2024). These balances are unsecured, non-trade in nature, interest-free, and repayable on demand.

Stakeholder Impact

• **Shareholders (SecureTech Innovations, Inc.):** The acquisition and planned NASDAQ spin-off aim to create long-term value, potentially through the growth and successful public listing of AI UltraProd. The non-dilutive ownership provision protects SecureTech's equity stake.
• **Employees (AI UltraProd Group):** The incubation program provides strategic guidance and financial support, which could lead to business expansion, increased job opportunities, and enhanced operational efficiency.
• **Customers (AI UltraProd Group):** The integration of AI and 3D printing technology is expected to deliver high-performance, AI-powered manufacturing solutions, potentially leading to reduced manufacturing times and costs, and a distinct competitive edge.
• **Creditors (AI UltraProd Group):** The planned capital contributions from SecureTech could improve the financial stability and liquidity of AI UltraProd Group, potentially reducing credit risk.
• **AIUP Holding Limited (Seller):** Received 185 shares of SecureTech's Series A Preferred Stock as initial consideration, with a potential earnout of 357 additional shares and a board seat on SecureTech if the NASDAQ spin-off is forgone.

Next Steps

• SecureTech Innovations will file a Registration Statement with the SEC in July 2025.
• SecureTech will conduct a general equity offering of up to US$10,000,000 after the Registration Statement becomes effective.
• SecureTech will provide an initial cash tranche of US$3,000,000 to AI UltraProd Group within 90 days following the effective date of the Registration Statement.
• SecureTech will assist AI UltraProd Group in pursuing and closing pending acquisitions, commencing in July 2025.
• AI UltraProd Group will work towards achieving a minimum Trailing Twelve-Month (TTM) consolidated gross revenue of US$10,000,000 to trigger a US$2,000,000 cash tranche.
• AI UltraProd Group will work towards achieving a TTM minimum consolidated net profit of US$1,000,000 to trigger a US$2,000,000 cash tranche.
• AI UltraProd Group will work towards achieving a minimum TTM consolidated gross revenue of US$25,000,000 to trigger a US$3,000,000 cash tranche.
• The incubation period for AI UltraProd Group is anticipated to last between 24 and 36 months, with the goal of qualifying for an independent NASDAQ listing.
• If the NASDAQ spin-off is forgone, the Seller (AIUP Holding Limited) may elect one person to sit and serve on SecureTech's Board of Directors, expanding it to three members.

Key Dates

Keywords

Acquisition, AI UltraProd, SecureTech Innovations, 3D Printing, Artificial Intelligence, NASDAQ Spin-off, SEC Filing, Technology Acquisition, Industrial Manufacturing, Patent Portfolio, Corporate Incubation, Series A Preferred Stock, Financial Reporting, Corporate Governance