Item 1.01 Entry into a Material Definitive Agreement.

As described in Item 2.01 below, Unex Holdings Inc. (the "Company," the "Registrant" "we," "us," and "our") and Low Wai Koon ("Dr. Low") entered into a share transfer agreement, dated December 20, 2021 (the "Evoair International Share Transfer Agreement"), pursuant to which Dr. Low agreed to sell all of his ordinary shares of EvoAir International Limited ("EvoAir International") to the Company for the consideration of US$100. EvoAir International, through its subsidiaries upon completion of the Transactions (defined hereunder), is engaged in the sale of heating, ventilation and air conditioning ("HVAC") products in Asia. The closing of this transaction (the "Closing") occurred on December 20, 2021 (the "Closing Date").

As described in Item 2.01 below, the following transactions on December 20, 2021 (the "Transactions") took place:

(A) On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share transfer


    agreement with WKL Eco Earth Holdings Pte. Ltd ("WKL Eco Earth Holdings"),
    pursuant to which Dr. Low and Chan Kok Wei agreed to sell all their ordinary
    shares of WKL Green Energy Sdn. Bhd ("WKL Green Energy"). to WKL Eco Earth
    Holdings in consideration for the allotment and issuance to WKL Global
    Limited and Allegro Investment (BVI) Limited of 24,000 shares and 6,000
    shares of common stock, respectively, or approximately 0.02% and 0.01% of the
    enlarged issued and outstanding ordinary shares of the Company upon
    completion of the Transactions ("Enlarged Share Capital"), respectively. The
    board of directors and majority shareholders of the Company have approved the
    transaction.

(B) On December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers


    ("WKLEE Sellers") entered into a share transfer agreement with WKL Eco Earth
    Holdings, pursuant to which Dr. Low, Chan Kok Wei, Ong Bee Chen and WKLEE
    Sellers agreed to sell all their ordinary shares of WKL Eco Earth Sdn. Bhd.
    ("WKL Eco Earth") to WKL Eco Earth Holdings in consideration for the
    allotment and issuance to WKL Global Limited, Allegro Investment (BVI)
    Limited and WKLEE Sellers of 49,320 shares, 8,280 shares and in aggregate
    14,400 shares, respectively, of the common stock of the Company, or
    approximately 0.05%, 0.009% and in aggregate 0.014%, respectively, of the
    Enlarged Share Capital. The board of directors and majority shareholders of
    the Company have approved the transaction.

(C) On December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant


    interest holders ("Relevant Interest Holders") entered into an investment
    exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon
    Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to sell all
    relevant interests in the WKL Group to WKL Eco Earth Holdings in
    consideration for the allotment and issuance of 7,037,762 shares, 2,520,000
    shares and in aggregate 6,001,794 shares, respectively, of the common stock
    of the Company, or approximately 6.91%, 2.48% and in aggregate 5.90%,
    respectively, of the Enlarged Share Capital. The board of directors and
    majority shareholders of the Company have approved the transaction.

(D) On December 20, 2021, Dr. Low entered into two deed of assignments of

intellectual properties with WKL Eco Earth Holdings Pte. Ltd., in respect of

Dr. Low's patents relating to eco-friendly air-conditioner condenser

(external unit) and the trademarks described in the deed of assignment

thereunder, and in respect of Dr. Low's patents relating to the portable

air-conditioner e-Cond EVOTM and the trademarks as described in the deed of

assignments thereunder (together, the "IP Assignments"). Pursuant to the IP

Assignments, WKL Global Limited, Allegro Investment (BVI) Limited and certain

nominees shall be allotted and issued 63,362,756 shares, 14,297,259 shares

and in aggregate 5,487,752 shares, respectively of the Company's common stock

or approximately 62.25%, 14.05% and in aggregate 5.39%, respectively of the . . .

Item 2.01 Acquisition or Disposition of Assets

On December 20, 2021, the Company entered into the EvoAir International Share Transfer Agreement with Dr. Low, pursuant to which Dr. Low agreed to sell all his ordinary shares of EvoAir International to the Company for a consideration of US$100. On the Closing Date, EvoAir International transferred its HVAC business to the Registrant.

Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of the Company's ordinary shares representing approximately 67.34% of the Company's then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global Limited ("WKL Global") for an aggregate consideration of $100. The board of directors and majority shareholders of the Company and WKL Global have approved the Share Transfer Agreement and the transactions contemplated thereunder (the "Change of Control Transaction"). Upon completion of the Transaction, WKL Global Limited owned 2,000,000 shares, or approximately 67.34% of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company.

Subsequently, several transactions took place (together, the "Allotment Transactions") whereby the Company issued and allotted in aggregate 98,809,323 ordinary shares of common stock to certain parties. On completion of the Allotment Transactions, the total number of issued and outstanding shares of common stock of the Company were 101,779,323:

(A) On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share transfer


    agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low and Chan Kok
    Wei agreed to sell all their ordinary shares of WKL Green Energy to WKL Eco
    Earth Holdings in consideration for the allotment and issuance to WKL Global
    Limited and Allegro Investment (BVI) Limited of 24,000 shares and 6,000
    shares of common stock, respectively, or approximately 0.02% and 0.01% of the
    issued and outstanding ordinary shares of the Company, respectively. The
    board of directors and majority shareholders of the Company have approved the
    transaction.

(B) On December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers


    ("WKLEE Sellers") entered into a share transfer agreement with WKL Eco Earth
    Holdings, pursuant to which Dr. Low, Chan Kok Wei, Ong Bee Chen and WKLEE
    Sellers agreed to sell all their ordinary shares of WKL Eco Earth to WKL Eco
    Earth Holdings in consideration for the allotment and issuance to WKL Global
    Limited, Allegro Investment (BVI) Limited and WKLEE Sellers of 49,320 shares,
    8,280 shares and in aggregate 14,400 shares, respectively, of the common
    stock of the Company, or approximately 0.05%, 0.009% and in aggregate 0.014%,
    respectively, of the issued and outstanding ordinary shares of the Company.
    The board of directors and majority shareholders of the Company have approved
    the transaction.

(C) On December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant


    interest holders ("Relevant Interest Holders") entered into an investment
    exchange agreement with WKL Eco Earth Holdings, pursuant to which the Tan
    Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to sell
    all relevant interests in the WKL Group to WKL Eco Earth Holdings in
    consideration for the allotment and issuance of 7,037,762 shares, 2,520,000
    shares and in aggregate 6,001,794 shares, respectively, of the common stock
    of the Company, or approximately 6.91%, 2.48% and in aggregate 5.90%,
    respectively, of the issued and outstanding ordinary shares of the Company.
    The board of directors and majority shareholders of the Company have approved
    the transaction.

(D) On December 20, 2021, Dr. Low entered into two deed of assignments of

intellectual properties with WKL Eco Earth Holdings Pte. Ltd., in respect of

Dr. Low's patents relating to eco-friendly air-conditioner condenser

(external unit) and the trademarks described in the deed of assignment . . .

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS


        OF OPERATIONS

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Form 8-K. Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances, issuance of equity and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. Save for hire purchase, we have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the issuance of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) research and development expenditure; (ii) expansion capital; and (iii) marketing expenses; and (iv) general working capital We intend to finance these expenditure and expenses with further issuances of equity and or debt securities. Thereafter, we expect to raise additional capital and generate revenue to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavours or opportunities, which could significantly and materially restrict our business operations.





Results of Operations

The following table sets forth certain selected condensed statement of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance.





The following summary of our operations should be read in conjunction with our
audited financial statements for the years ended August 31, 2021 and 2020, which
are included herein.



                          Year Ended August 31
                           2021            2020         Changes         %
Revenue                $    774,805     $  367,171     $  407,634       111 %
Cost of Revenues           (503,116 )     (284,827 )      218,289        77 %
Gross Profit                271,689         82,344        189,345       230 %
Operating Expenses        1,352,133        499,423        852,710       171 %
Loss from operations     (1,080,444 )     (417,079 )     (663,365 )     159 %
Other expense               (23,036 )      (75,487 )       52.451        69 %
Net Loss                 (1,103,480 )     (492,566 )     (610,914 )     124 %




Revenue and Cost of Sales

Revenue for the year ended August 31 ("FYE"), 2021 was $774,805 compared to revenue of $367,171 in FYE 2020, an increase of $407,634 or approximately 111%. Increase in revenue in FYE 2021 was attributable increase in customer base, expansion of product offering as well as increase in sales to existing customers, which was offset by the impact of Covid-19. Cost of revenues was $503,116 or 65% of revenues in FYE 2021 compared to $284,827 or 77% of revenues in FYE 2020.





Gross profit

Gross profit was $271,689 for FYE 2021 or 35% of revenue compared to $82,344 in . . .

Item 3.02 Unregistered Sales of Equity Securities

On December 20, 2021, Dr. Low and Chan Kok Wei entered into a share transfer agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global Limited and Allegro Investment (BVI) Limited of 24,000 shares and 6,000 shares of common stock, respectively, or approximately 0.02% and 0.01% of the issued and outstanding ordinary shares of the Company, respectively. The board of directors and majority shareholders of the Company have approved the transaction.

On December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers ("WKLEE Sellers") entered into a share transfer agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all their ordinary shares of WKL Eco Earth. to WKL Eco Earth Holdings Pte. Ltd. in consideration for the allotment and issuance to WKL Global Limited, Allegro Investment (BVI) Limited and WKLEE Sellers of 49,320 shares, 8,280 shares and in aggregate 14,400 shares, respectively, of the common stock of the Company, or approximately 0.05%, 0.009% and in aggregate 0.014%, respectively, of the issued and outstanding ordinary shares of the Company. The board of directors and majority shareholders of the Company have approved the transaction.

On December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders ("Relevant Interest Holders") entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which the Tan Soon Hock, Ivan Oh Joon Wern and the Relevant Interest Holders agreed to sell all relevant interests in the WKL Group to WKL Eco Earth Holdings. in consideration for the allotment and issuance of 7,037,762 shares, 2,520,000 shares and in aggregate 6,001,794 shares, respectively, of the common stock of the Company, or approximately 6.91%, 2.48% and in aggregate 5.90%, respectively, of the issued and outstanding ordinary shares of the Company. The board of directors and majority shareholders of the Company have approved the transaction.

On December 20, 2021, Dr. Low entered into two deed of assignments of intellectual properties with WKL Eco Earth Holdings Pte. Ltd., in respect of Dr. Low's patents relating to eco-friendly air-conditioner condenser (external unit) and the trademarks described in the deed of assignment thereunder, and in respect of Dr. Low's patents relating to the portable air-conditioner 'e-Cond Evo and the trademarks as described in the deed of assignments thereunder (together, the "IP Assignments"). Pursuant to the IP Assignments, WKL Global Limited, Allegro Investment (BVI) Limited and certain nominees shall be allotted and issued 63,362,756 shares, 14,297,259 shares and in aggregate 5,487,752 shares, respectively of the Company's common stock or approximately 62.25%, 14.05% and in aggregate 5.39%, respectively of the Enlarged Share Capital in consideration for the IP Assignments. The board of directors and majority shareholders of the Company have approved the IP Assignments.

We relied on Section 4(a)(2) of the Securities Act in connection with an exemption from Securities Act registration.

Item 5.01 Changes in Control of Registrant

Pursuant to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company and the owner of 2,000,000 restricted shares of the Company's ordinary shares representing 67.34% of the Company's issued and outstanding shares, sold his entire shareholding of the Company to WKL Global Limited ("WKL Global") for an aggregate consideration of $100. The board of directors and majority shareholders of the Company and WKL Global have approved the Share Transfer Agreement and the transactions contemplated thereunder (the "Change of Control Transaction"). Upon completion of the Transaction, WKL Global Limited then owned 2,000,000 shares, or approximately 67.34% of the issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company.

Other than the transactions and agreements disclosed in this Form 8-K, we know of no other arrangements which may result in a change in control of the Company.

Item 5.02 Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 20, 2021, the Board of Directors of Unex Holdings Inc. appointed Chan Kok Wei, Ong Bee Chen, Goh Chuan Meng, Tan Soon Hock and Ivan Oh Joon Wern to join the Board of Directors of the Company, effective immediately.

Dr. Low, aged 51, is the Founder and Chief Executive Officer of the WKL Group since 2017, where heads the research and development team of WKL Group, provides leadership and builds consensus, in conjunction with the Group Managing Director and oversees the day the day-to-day operations of the Group. Prior to joining the WKL Group, Dr. Low had over 15 years of experience in the mechanical engineering sector. He founded Proficient Auto Sdn Bhd, a chain auto service center in Malaysia, in 2001 and acted as an executive director from 2001 to 2013 where he was in charge of day to day operation. Dr Low was the founder and Executive Director of LWK Automotive Green Technologies Sdn Bhd from 2011 to 2017 overseeing day to day operation, as well as designing producing various products focusing on green technologies, including the Hydraulic Powered Drive System ("HPDS"), a fully waterproof transmission technology that incorporates a normal combustion engine with a hydraulic system, with the objective to produce an environmentally friendly system that enables conventional engines and generators to run more efficiently; and multi-purpose rescue vehicle ("MRV"), a unique vehicle built upon the "HPDS" green technology for the disaster relief sector. Dr. Low is also the author of 'The Light', a book focusing on creating awareness of environmental protection by mankind as a green activist. He was conferred a Degree of Doctor of Philosophy (Honoris Causa) with a major in Robotics Engineering Science from the American World University in 2009 and is an Honorary Fellow of the International Society of Professional Engineers, USA, since 2010.

Mr. Chan, aged 47, is an executive director of the Group. Mr. Chan is a Co-founder and Group Managing Director of WKL Group since 2017. He is responsible for the general management, planning of overall strategy and day-to-day operations of the Group, development of the Group's overall strategic plan, capital markets activities and corporate development initiatives. Mr. Chan has had 21 years of experience in general management, capital markets, wealth management, investment banking, corporate advisory, corporate development and investors relations experience in Asia. He is a Co-founder and Managing Director of Allegro Corporate Advisory Pte Ltd ("Allegro") since 2015, an independent strategic and corporate advisory firm based in Singapore. Allegro provides advisory services relating to initial public offerings ("IPOs"), mergers and acquisitions ("M&A"), business and trade sales, strategic corporate transactions, and capital raising, which focuses on Southeast Asia and China. Mr. Chan was the Director of Corporate Development of ZingMobile Group Limited ("ZingMobile") from 2012 to 2017, an Australian Securities Exchange ("ASX")-listed mobile platform enabler responsible for the group's corporate finance, business and corporate development as well as investors relation and stakeholder management. Mr. Chan was also a director of ZingMobile's holding company, ZingMobile International Pte Ltd. Prior to joining ZingMobile group, he . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.

On December 14, 2021, the then majority holder of the issued and outstanding shares of common stock of Unex Holdings Inc. approved the increase of its authorized stock from 75,000,000 to 1,000,000,000, par value $0.001 per share (the "Increase of Authorized Stock"). On the same day, the then Board of Directors of the Company adopted the resolution to amend its Articles of Incorporation to effect the Increase of Authorized Stock.

The Company filed a Certificate of Amendment (the "Amendment") to Articles of Incorporation with Nevada's Secretary of State on December 15, 2021. On December 16, 2021, the Company received a filed and stamped copy of the Amendment from the Secretary of State of Nevada, with an effective date of December 16, 2021 for the Increase of Authorized Stock.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The audited consolidated financial statements of WKL Eco Earth Holdings for the years ended August 31, 2021 and August 31, 2020 are incorporated herein by reference to Exhibits 99.1 to this Current Report on Form 8-K.

The unaudited pro forma combined financial information of Unex and WKL Eco Earth Holding for the financial years ended August 31, 2021 and August 31, 202 are incorporated herein by reference to Exhibits 99.2 to this Current Report on Form 8-K.

(b) Pro Forma Financial Statements





(d) Exhibits



Exhibit
Number        Description

2.1             Share Transfer Agreement between Low Wai Koon and Unex Holdings
              Inc., dated December 20, 2021

2.2             Share Transfer Agreement between Low Wai Koon and WKL Global,
              dated December 20, 2021

2.3             Share Transfer Agreement between Low Wai Koon and Evoair
              International Limited, dated December 20, 2021

2.4             Form of Share Exchange Agreement between certain sellers and WKL
              Eco Earth Holdings Pte. Ltd. whereby Unex Holdings Inc. is the
              Issuer, dated December 20, 2021

2.5             Form of Share Exchange Agreement between certain sellers and WKL
              Eco Earth Holdings Pte. Ltd. whereby Unex Holdings Inc. is the
              Issuer, dated December 20, 2021

2.6             Form of Investment Exchange Agreement between certain Seller and
              WKL Eco Earth Holdings Pte. Ltd. whereby Unex Holdings Inc. is the
              Issuer, dated December 20, 2021

2.7             Form of Deed of Assignment between Low Wai Koon and WKL Eco Earth
              Holdings Pte Ltd, dated December 20, 2021

2.8             Form of Deed of Assignment between Low Wai Koon and WKL Eco Earth
              Holdings Pte Ltd, dated December 20, 2021

3.1             Articles of Incorporation*

3.2             Bylaws*

10.1            Malaysia Energy Commission Approval and Unofficial Translation

21.1            List of Subsidiaries

99.1            Consolidated Audited Financial Statements of WKL Eco Earth
              Holdings Pte Ltd as of August 31, 2021 and 2020

99.2            Unaudited Pro Forma Combined Financial Information of Unex
              Holdings Inc and WKL Eco Earth Holding Pte Ltd

*Previously filed with the Securities and Exchange Commission.

© Edgar Online, source Glimpses