UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION STATEMENT
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
ANKAM INC.
(Exact Name of Registrant as Specified in its
Charter)
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| NV |
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333-255392 |
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61-1900749 |
(State of
Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification Number) |
Wang Wen Lung
5348 Vegas Drive, Las Vegas, NV, 89108
(Address of Principal Executive Offices) (Zip
Code)
+886-928486237
(Registrant’s Telephone Number, Including
Area Code)
Bakur Kalichava
5348 Vegas Drive, Las Vegas, Nevada, 89108
(Former Name or Former Address, if changed since
last report)
ANKAM INC.
SCHEDULE 14f-1
TABLE OF CONTENTS
Unless otherwise indicated or the context otherwise requires, all references
below in this Schedule 14f-1 to “we,” “us,” “ANKM” and the “Company” are to ANKAM INC.,
a Nevada corporation.
ANKAM INC.
INFORMATION STATEMENT
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
ANKM IS NOT SOLICITING PROXIES IN CONNECTION
WITH THE MATTERS DESCRIBED IN THIS INFORMATION STATEMENT, AND NO VOTE OR OTHER ACTION BY ANKM’S STOCKHOLDERS IS REQUIRED TO BE
TAKEN IN CONNECTION WITH THIS INFORMATION STATEMENT PROVIDED PURSUANT TO RULE 14F-1.
This Information Statement
is being furnished to the holders of record on September 13, 2024 of the outstanding shares of common stock, par value $0.001 per share
(the “Common Stock”), of ANKAM INC., a Nevada corporation (the “Company”). This Information Statement
is furnished pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and Rule 14f-1 promulgated thereunder. This Information Statement is being furnished pursuant to Rule 14f-1 in connection to the appointment
of Mr. Wang Wen Lung as a director of the Company (the “Director”).
On August 8, 2024, a group
of investors led by Mr. Wang Wen Lung, Mr. Lin Chih Hsi, Ms. Kuo Yu Min, Mr. Sung Hsiang Yu, Ms. Wang Pao Kuei and Ms. Wang Pao Hua (the
“Investor Group”) entered into a Stock Purchase Agreement (the “SPA”) for the acquisition of an
aggregate of 3,480,067 shares of Common Stock of the Company and acquired a controlling equity stake of approximately 76.35% in the Company
through a privately negotiated transaction.
With effect from August 8,
2024 (the “Appointment Date”), (i) Mr. Bakur Kalichava resigned from all executive officer positions with the Company,
including President, Treasurer, Director and Secretary, (ii) Mr. Enrike Bokuchava resigned from independent director with effect from
August 8, 2024, and (iii) Mr. Wang Wen Lung was appointed as the President, Treasurer, Director and Secretary. A stockholder vote is not
required and was not and will not be taken with respect to the appointment of the new Director. You are not required to take any action
with respect to the appointment of the new Director.
The description of the foregoing
transaction does not purport to be complete and is qualified in its entirety by the terms of the SPA filed as an exhibit to the Current
Report on Form 8-K that was filed by ANKM with the Securities and Exchange Commission (the “SEC”) on August 12, 2024.
On August 28, 2024, Mr. Wang
was further appointed the Chief Executive Officer and Chief Financial Officer of the Company.
This Information Statement
is being provided pursuant to Rule 14f-1 solely for informational purposes and not in connection with a vote of the Company’s stockholders.
This Information Statement is furnished to provide background information concerning the new Director, Mr. Wang Wen Lung.
The information with respect to Mr. Wang contained
in this Information Statement has been furnished to the Company by Mr. Wang, and the Company has relied on this information for its accuracy.
| ITEM 2. |
VOTING SECURITIES |
The Company had 75,000,000
shares of Common Stock, par value $0.001 per share, authorized as of September 13, 2024. The Company had 4,558,063 shares of Common Stock
issued and outstanding as of September 13, 2024. All shares of outstanding Common Stock are entitled to be voted at a meeting of security
holders (or by written consents or authorizations if no meeting is held). The Company has no other outstanding classes of stock entitled
to vote. This Information Statement is being provided pursuant to Rule 14f-1 solely for informational purposes. There will be no vote
of the Company’s stockholders related to the matters disclosed herein.
| ITEM 3. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
A. IMMEDIATELY PRIOR TO ENTERING INTO THE SPA
The following table sets
forth certain information with respect to the beneficial ownership of our securities immediately before entering into the SPA by (i) person(s)
known by us to beneficially own more than five percent (5%) of any class of our securities; (ii) each of our then officer(s)
and Director(s); and (iii) all of our then officer(s) and Director(s) as a group. Unless otherwise indicated, the persons named in
the following table have sole voting and investment power with respect to all shares shown as beneficially owned by such holder.
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Title of Class |
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Name and Address of Beneficial Owner |
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Amount and Nature of
Beneficial Ownership |
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Percent of
Class(3) |
| 5% Security Holders(s) |
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| Common Stock |
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Bakur Kalichava(1) |
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3,255,000
Direct Ownership(1) |
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71.41% |
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| Common Stock |
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Maksym Hordieiev(2) |
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262,400
Direct Ownership(2) |
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5.76% |
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Officer(s) and Director(s)
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| Common Stock; Common Stock issuable upon conversion of derivative securities |
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Bakur Kalichava, then President, Treasurer, Director and Secretary of the Company (resigned with effect from August 8, 2024)(1) |
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3,255,000
Direct/ Indirect (1) |
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71.41% |
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| Common Stock |
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Enrike Bokuchava, then independent Director (resigned with effect from August 8, 2024) |
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0 |
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0% |
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| Common Stock |
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All executive officers and directors as a group (2 persons) |
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3,255,000 |
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71.41% |
Note(s):
| (1) |
Unless otherwise indicated, the mailing address of our then Director and executive officer, Mr. Kalichava, is c/o ANKAM INC., 5348 Vegas Drive, Las Vegas, Nevada, 89108. |
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| (2) |
Unless otherwise indicated, the mailing address
of Mr. Hordieiev, is Jerzego Bajana 3D, Apt 12, Gdansk, 80-463, Poland.
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| (3) |
Applicable percentage of ownership is based on 4,558,063 shares of common stock being issued and outstanding. |
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Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting of investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days are deemed to be beneficially owned by the person holding such options for the purpose of computing the percentage of ownership of such persons, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted, we believe that all shares are beneficially owned and that all persons named in the table have sole voting and investment power with respect to all shares of common stock owned by them. |
B. IMMEDIATELY AFTER ENTERING INTO THE SPA
The following table sets
forth certain information with respect to the beneficial ownership of our securities immediately after entering into the SPA by (i) person(s)
known by us to beneficially own more than five percent (5%) of any class of our securities; (ii) each of the officer(s) and
Director(s); and (iii) all of the officer(s) and Director(s) as a group. Unless otherwise indicated, the person named in the following
table have sole voting and investment power with respect to all shares shown as beneficially owned by such holder.
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Title of Class |
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Name and Address of Beneficial Owner |
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Amount and Nature of
Beneficial Ownership |
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Percent of
Class(2) |
| 5% Security Holder(s), Officer(s) and Director(s) |
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| Common Stock |
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Wang Wen Lung, current President, Treasurer, Director, Secretary (with effect from August 8, 2024), Chief Executive Officer and Chief Financial Officer (with effect from August 28, 2024) of the Company)(1) |
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982,667
Direct Ownership(3) |
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21.56% |
Note(s):
| (1) |
Unless otherwise indicated, the mailing address of our Director and executive officer, Mr. Wang is c/o 5F., No. 97, Jingye 1st Rd., Zhongshan Dist., Taipei City 104, Taiwan (R.O.C.). |
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| (2) |
Applicable percentage of ownership is based on 4,558,063 shares of common stock being issued and outstanding. |
| ITEM 4. |
CHANGES IN CONTROL |
On August 8, 2024, the Investor
Group entered into the SPA for the acquisition of an aggregate of 3,480,067 shares of Common Stock of the Company, representing a controlling
equity stake of approximately 76.35% in the Company, through a privately negotiated transaction from certain sellers. The said transaction
closed on the same day. The source of funds for the purchase price is from cash-on-hand of the respective purchasers.
With effect from August 8,
2024, (i) Mr. Bakur Kalichava resigned from all executive officer positions with the Company, including President, Treasurer, Director
and Secretary, (ii) Mr. Enrike Bokuchava resigned from independent director with effect from August 8, 2024, and (iii) Mr. Wang Wen Lung
was appointed as the President, Treasurer, Director and Secretary. A change in control of the Board of Directors (the “Board”)
occurred as a result of the transactions pursuant to the SPA with effect from August 8, 2024.
| ITEM 5. |
DIRECTOR(S) AND EXECUTIVE OFFICER(S) |
The following person is our Director and officers:
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Name |
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Age |
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Position |
| Wang Wen Lung |
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59 |
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President, Secretary, Treasurer, Director (with
effect from August 8, 2024)
Chief Executive Officer (Principal Executive Officer)
and Chief Financial Officer (Principal Financial and Accounting Officer) (with effect from August 29, 2024) |
The following is a brief
summary of the background of Mr. Wang including his principal occupation during the five (5) preceding years. Mr. Wang will serve
until his successor is elected and qualified or until he is removed.
Wang Wen Lung, aged
59, is an accomplished business leader with over 25 years of experience in the technology and manufacturing sectors. He currently serves
as the President of Trust & Ethic Co. Ltd., a leading provider of ethical business solutions. Prior to his role at Trust & Ethic,
Mr. Wang held senior management positions at several prominent technology companies. He was the Purchasing Department Manager at NEC Taiwan
Ltd. from 1988 to 1999, where he oversaw global supply chain operations. From 1999 to 2000, he served as the Materials Department Director
at Dimension Computer Technology Co. Ltd. In 2000, Mr. Wang joined Zero One Technology Co. Ltd. as the Vice General Manager, spearheading
the firm's expansion into new product lines and international markets. His strong leadership and strategic vision were instrumental in
driving the company's growth during his 4-year tenure. Mr. Wang holds a Bachelor of Science degree in Accounting from Hsing Wu University.
He is known for his commitment to ethical business practices and has been recognized as a trailblazer in the field of corporate social
responsibility. At the same time, Mr. Wang commenced his career in health management and software development.
A. FAMILY RELATIONSHIPS
Not applicable as we have only one Director.
B. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To our knowledge, none of
our Director(s), officer(s) or affiliates, and no owner(s) of record or beneficial owner(s) of more than five percent (5%) of any
class of our voting securities, or any associate of any such Director, officer, affiliate, or security holder, is a party adverse to us
or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries in reference to pending litigation.
None of our Director(s) or
executive officer(s) has been involved in any of the following events during the past ten (10) years:
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any petition under the Federal bankruptcy laws or any state insolvency law being filed by or against, or a receiver, fiscal agent or similar officer being appointed by a court for the business or property of, such person, or any partnership in which he was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which he was an executive officer at or within (2) two years before the time of such filing; |
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any conviction in a criminal proceeding or being a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
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being the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
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being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity; |
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being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated; |
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being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
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being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
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being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
C. TRANSACTIONS WITH RELATED PERSONS
There are no transactions,
during the last three fiscal years, and there are no proposed transactions to which the Company or its subsidiary was or is to become
a party, the amount involved exceeds $120,000, in which Mr. Wang, or members of his immediate family had, or is to have, a direct or
indirect material interest. Except for the SPA, there are no transactions, during the last three fiscal years, and there are no proposed
transactions to which the Company or its subsidiary was or is to become a party, the amount involved exceeds $120,000, in which Mr. Wang
had or is to have, a direct or indirect material interest.
| ITEM 6. |
CORPORATE GOVERNANCE |
A. DIRECTOR INDEPENDENCE
The Board has determined
that there are no “independent” directors as such term is defined in Section 5605(a)(2) of the Nasdaq listing rules, and meets
the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934. The preceding disclosure respecting
director independence is required under applicable SEC rules. Mr. Wang is not an “independent” member of the board as described
above. The Board of Directors has determined that director is able to read and understand fundamental financial statements.
B. BOARD COMMITTEES
The Company does not have
a standing nominating committee, compensation committee or audit committee. Instead, the entire Board is responsible for identifying potential
director-nominees to serve on the Board and performing the functions of an audit committee. The Board believes the engagement of directors
in these functions is important at this time in the Company’s development in light of the Company’s recent activities.
C. COMPENSATION OF DIRECTORS
Our then Directors, Mr.
Kalichava and Mr. Bokuchava, were paid $72,000 and nil as compensation for the fiscal year ended November 30, 2023, respectively, with
respect to services rendered by such persons as Directors.
| ITEM 7. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE |
Section 16(a) of the
Exchange Act requires our Director(s) and executive officer(s), and persons(s) who own more than ten percent (10%) of our equity
securities, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of
those filings. Based solely on our review of the copies of such reports received by us for the fiscal year ended November 30, 2023,
we have determined that our Director(s), executive officer(s), and greater-than-ten percent (10%) beneficial owner(s) complied with
all applicable Section 16 filing requirements.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this schedule to be signed on its behalf by the undersigned hereunto
duly authorized.
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ANKAM INC. |
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By: |
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/s/ Wang Wen Lung |
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Name: |
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Wang Wen Lung |
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Title: |
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President, Secretary, Treasurer, Director, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) |
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Dated: |
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September 16, 2024 |
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