Item 1.01. Entry into a Material Definitive Agreement
On July 30, 2021, Gushen, Inc., a Nevada corporation ("GSHN" or the "Company"),
Dyckmanst Limited, a company organized under the laws of the British Virgin
Islands ("Dyckmanst Limited"), and all shareholders of Dyckmanst Limited
immediately prior to the closing (collectively, the "Dyckmanst Limited
Shareholders", each, a "Dyckmanst Limited Shareholder") entered into a share
exchange agreement (the "Share Exchange Agreement"), pursuant to which the
Company acquired 100% of the issued and outstanding equity securities of
Dyckmanst Limited in exchange for 381,600,000 shares of common stock, par value
$0.0001 per share (the "Common Stock") of the Company (the "Share Exchange").
Immediately prior to the closing of the Share Exchange, two existing holders of
aggregated 30,000,000 shares of Series A preferred stock of the Company, par
value $0.0001 per share (the "Preferred Stock") delivered 29,000,000 shares of
Preferred Stock to the Company for cancellation ("the "Cancellation of Certain
Preferred Stock"), each Preferred Stock is convertible into 10 shares of Common
Stock. As a result, immediately following the closing of the Share Exchange,
there are 410,618,750 shares of Common Stock issued and outstanding and
1,000,000 shares of Preferred Stock issued and outstanding. Dyckmanst Limited
Shareholders collectively control 90.72% voting power of the Company on as
converted basis, with respect to all of the shares of common stock and preferred
stock, voting as a single class, with each share of common stock entitles to 1
vote and each share of preferred stock entitles to 10 votes.
The descriptions of the Share Exchange Agreement are qualified in their entirety
by reference to the complete text of the Share Exchange Agreement, which is
attached hereto as Exhibit 2.1, and are incorporated by reference herein. You
are urged to read the entire Share Exchange Agreement and the other exhibits
attached hereto.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
2.1* Share Exchange Agreement dated July 30, 2021, by and among the
Company, Dyckmanst Limited and shareholders of Dyckmanst Limited
* Filed herewith.
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