Item
5.02 Departure of Directors or Principal Officers’ Election of Directors; Appointment of Principal Officers.
On
June 26, 2023, a change of control occurred with respect to the Company. Pursuant to a Stock Purchase Agreement entered into by and among
the Clancy Corp. (“Company”), Xiangying Meng, the Company’s sole officer and director and majority shareholder, along
with certain other shareholders, as sellers (collectively “Sellers”), and Guangzhe Su (“Buyer”) (the “Purchase
Agreement”), Sellers collectively assigned, transferred and conveyed to Buyer a total of 79,700,000 shares of common stock of Company
(“Common Stock”), which represents approximately 52.056% of the total issued and outstanding shares of the Company.
The Common Stock was acquired for the sum of $50,000 payable to the Sellers, and in addition, the Company will enter into a two year
consulting agreement with Mr. Meng for $189,100. In addition, Mr. Meng forgave all of the outstanding indebtedness owed by the Company.
Mr. Su used his own personal funds to acquire the Common Stock.
Mr.
Su now owns 79,700,000 shares of common stock of the Company or approximately 52.056% of the issued and outstanding shares of common
stock of the Company.
In
connection with the transaction, Mr. Meng resigned as Chairman, Chief Executive Officer and President of the Company and Mr. Su was appointed
Chief Executive Officer and Chairman of the Company. Mr. Meng remains as Chief Financial Officer and a director of the Company.
New
Executive Officer and Director
Name |
|
Age |
|
Position |
Guangzhe
Su |
|
52 |
|
Chief
Executive Officer, President and Chairman |
|
|
|
|
|
Guangzhe
Su. Mr. Su is an entrepreneur having formed numerous companies in his business career. In 2017, he established
Zhejiang Brilliant New Electric Vehicle Co., Ltd. (“Brilliant NEV”), a technology company, which among other things, provide
smart charging, power storage and replacement services, located in Zhejiang, PRC. In November 2022,
he also established Zhejiang Brilliant Business Holdings Co., Ltd., located in Zhejiang, PRC, which
is the parent entity of Brilliant NEV. Presently, he is the Chairman and General Manager of Zhejiang Brilliant Business Holdings Co.,
Ltd. He has acted in that capacity since 2022.
There
have been no transactions since the beginning of our last fiscal year, or any currently proposed transaction, in which we were or are
to be a participant, exceeding $120,000 and in which our new officer had or will have a direct or indirect material interest. There is
no material plan, contract or arrangement (whether or not written) to which our new officer is a party or in which he participates that
is entered into or a material amendment in connection with the triggering event or any grant or award to any such covered person or modification
thereto, under any such plan, contract or arrangement in connection with any such event. The officer serves in such executive positions
at the discretion of the Board of Directors. The Company and its new officer have verbally agreed that no compensation will be due or
owning to the new officer until such time as the parties reach a written compensation agreement, if any.
Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the date of this filing,
and gives effect to above described transaction, by (i) each named executive officer, (ii) each member of our Board of Directors, (iii)
each person deemed to be the beneficial owner of more than five percent (5%) of any class of our common stock, and (iv) all of our executive
officers and directors as a group.
Unless
otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect
to all shares of our common stock listed as owned by such person. The address of each person is deemed to be the address of the issuer
unless otherwise noted. The percentage of common stock held by each listed person is based on 153,105,464 shares of common stock outstanding
as of the date of this filing.
Pursuant
to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion
privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities
of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person.
The address of both Mr. Su and Mr. Meng is the address of the Company.
Name of
Beneficial Owner | |
Amount and Nature of Beneficial Owner |
| |
Percent of Class |
|
Officers
and Directors | |
| | | |
| | |
Guangzhe
Su | |
| 79,700,000 | | |
| 52.056 | % |
Xiangying
Meng | |
| 28,403,250 | | |
| 18.551 | % |
All
officers and directors as a group (2 individuals) | |
| 108,103,250 | | |
| 70.607 | % |
| |
| | | |
| | |
Greater
than 5% Holders | |
| | | |
| | |
Meillon
Equity Transfer Agency Services Ltd.(1) | |
| 31,000,000 | | |
| 20.248 | % |
Fusheng
Lei(2) | |
| 14,000,000 | | |
| 9.144 | % |
(1). |
The
address of the shareholder is 1142 S. Diamond Bar Blvd. Suite 450, Diamond Bar, Ca 91765. The control person of the shareholder is
Mr. Fusheng Lei. |
|
|
(2). | The amount excludes
31,000,000 shares of common stock held by Meillon Equity Transfer Agent Services Ltd. The address of the shareholder is Room 1401, Building
43, Area B, Linken Park, Yizhuang Town, Daxing District, Beijing, China. |