Kuber Resources Corp Completes Acquisition

TL;DR

Kuber Resources just closed a deal, filing shows equity sales too.

AI Summary

Kuber Resources Corp. announced on January 15, 2025, the completion of an acquisition, marking a significant event for the company. The filing also details unregistered sales of equity securities and includes financial statements and exhibits related to these transactions.

Why It Matters

This acquisition could significantly alter Kuber Resources Corp's asset base and future revenue streams, impacting its market position and investor value.

Risk Assessment

Risk Level: medium — The filing indicates unregistered sales of equity securities, which can sometimes signal dilution or regulatory scrutiny.

Key Players & Entities

• Kuber Resources Corp (company) — Registrant
• January 15, 2025 (date) — Date of Report
• September 30, 2024 (date) — Earliest Event Reported
• Nevada (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — ares of Company common stock, par value $0.001 per share (the "Common Share Considerat
• $130 million — tively, shall be equal to approximately $130 million USD at an agreed upon price per share o
• $4.80 — SD at an agreed upon price per share of $4.80 USD (the "Share Price"). On October 17

Filing Documents

• o1152508k.htm (8-K) — 33KB
• 0001214659-25-000669.txt ( ) — 200KB
• kubr-20250115.xsd (EX-101.SCH) — 3KB
• kubr-20250115_lab.xml (EX-101.LAB) — 33KB
• kubr-20250115_pre.xml (EX-101.PRE) — 22KB
• o1152508k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Acquisition Agreement with Gongfa Materials (Guangdong) New Materials Technology Co., Limited. As reported previously on September 30, 2024, Kuber Resources Corporation (the "Company" or "KUBR"), and its wholly owned subsidiary Kuber Resources (Guangdong) Co., Limited ("Kuber Guangdong") entered into an Acquisition Agreement (the "Acquisition Agreement") with Gongfa Materials (Guangdong) New Materials Technology Co., Limited , a Chinese corporation, ("Gongfa"), and the shareholders of Gongfa (the "Shareholders"). Gongfa is a manufacturer of engineered wood products. Pursuant to the Acquisition Agreement, the Shareholders agreed to sell 100% of the issued and outstanding shares of Gongfa to Kuber Guangdong in exchange for the issuance of such number of shares of Company common stock, par value $0.001 per share (the "Common Share Consideration") which, collectively, shall be equal to approximately $130 million USD at an agreed upon price per share of $4.80 USD (the "Share Price"). On October 17, 2024, the Company received an evaluation and appraisal report from a qualified independent appraisal company of the Gongfa assets as at of September 30, 2024 ("Valuation Report"). Subsequent to receipt of the Valuation Report, the Company's Board of Directors ("Board") and Gongfa Shareholders considered and agreed to accept the results of the Valuation Report and further agreed the number of Common Share Consideration issuable at closing shall be 24,944,381 restricted Common Stock shares which represents approximately 18.81% of the Company's issued and outstanding common stock immediately after the Closing. On January 14, 2025, following the satisfaction of the closing conditions, the transactions contemplated by the Acquisition Agreement and Exchange Agreement (defined below) closed, with an effective date of December 31, 2024 ("Closing"). As a result of the Closing of both the Acquisition Agreement and Exchange Agre

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The applicable information set forth in Item 1.01 of this 8-K is incorporated by reference in this Item 2.01.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The applicable information set forth in Item 1.01 of this 8-K is incorporated by reference in this Item 3.02. The Stock Consideration was not registered under the Securities Act but qualified for exemption under Section 4(a)(2) of the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses or funds acquired. The financial statements required by this Item 9.01(a) will be filed by amendment to this 8-K no later than 71 days after the date that this 8-K is being filed. (b) Pro Forma Financial Information. The pro forma financial information required by this Item 9.01(b) will be filed by amendment to this 8-K no later than 71 days after the date that this 8-K is being filed. (d) Exhibits 2.1 Acquisition Agreement, dated September 30, 2024, filed as exhibit 2.1 to Form 8-K filed October 15, 2024 and incorporated herein by reference. 2.2 Equity Exchange Agreement, dated September 30, 2024, filed as exhibit 2.2 to Form 8-K filed October 15, 2024 and incorporated herein by reference.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. January 15, 2025 Kuber Resources Corporation /s/ Raymond Fu By: Raymond Fu Title: Chief Executive Officer - 3 -

View Full Filing

View this 8-K filing on SEC EDGAR