Current Report · Items 5.02, 8.01, 9.01 · 8-K
Loan Artificial Intelligence Corp.
LAAIOTCEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Chief Financial Officer On January 19, 2026, Loan Artificial Intelligence Corp. (the “Company”) received the resignation of Mr. Raymond Fu as the Company’s Chief Financial Officer, effective immediately. Mr.…
Company context
Current securities
Disclosure sections
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 - Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On January 19, 2026, Loan Artificial Intelligence
Corp. (the “Company”) received the resignation of Mr. Raymond Fu as the Company’s Chief Financial Officer, effective
immediately. Mr. Fu will continue to serve as the Company’s Chief Executive Officer and as a member of the Company’s Board
of Directors. Mr. Fu’s resignation as Chief Financial Officer was not due to any disagreement with the Company on any matter relating
to the Company’s operations, policies, or practices.
Appointment of Chief Financial Officer
On January 19, 2026, the Board of Directors of
the Company appointed Mr. Bin Gao as the Company’s Chief Financial Officer, effective immediately.
Mr. Bin Gao, born March 12, 1979, earned a Bachelor’s
degree in Chinese Language and Literature from Henan Radio and Television University in 2002, with academic focus on modern literary studies.
Following graduation, Mr. Gao served for nearly 10 years as Senior Deputy General Manager at STAR GROUP (Taiwan), where his principal
clients included GE, HP, and Dell. In 2012, Mr. Gao founded his own business.
The Company has not entered into any material
compensatory arrangement in connection with Mr. Gao’s appointment as Chief Financial Officer as of the date of this Report. Any
compensation arrangements, if any, will be determined by the Company in the ordinary course.
Appointment of Director
On January 19, 2026, the Board of Directors of the Company appointed
Mr. Bin Gao to serve as a member of the Company’s Board of Directors, effective immediately.
There are no family relationships between Mr. Gao and any director
or executive officer of the Company, and there are no transactions involving Mr. Gao requiring disclosure pursuant to Item 404(a) of Regulation
S-K.
Item 8.01Item 8.01 - Other Events
Item 8.01 — Other Events.
Update to Upper-Tier Holding Structure; No Change in Control
As of January 19, 2026, the Company’s controlling
stockholder, Well Profit Holdings Limited (Hong Kong) (“Well Profit”), as the result of a private transaction not involved
the Company, is ultimately owned by (i) Pacific Smart Group Limited (BVI) holding 39%, and (ii) Pacific Eternity Holdings Limited (BVI)
holding 61%.
Based on information provided to the Company,
Raymond Fu maintains ultimate beneficial control of Pacific Eternity Holdings Limited. Accordingly, the Company believes that this update
to the upper-tier holding structure does not constitute a change in control of the Company.
2
Status of Proposed Acquisition of Hong Technology
Co. Limited
The Company remains engaged in advanced negotiations
regarding a proposed acquisition of Hong Technology Co. Limited, a technology development company based in Hong Kong (the “Proposed
Acquisition”) that was first announced via Form 8-K filed on December 1, 2025. The parties have made substantial progress in finalizing
key commercial terms and are working toward definitive documentation. The Company expects to progress the Proposed Acquisition following
completion of the Company’s audit process, and the Proposed Acquisition remains subject to, among other things, completion of audit
and due diligence, negotiation and execution of definitive agreements, and satisfaction of customary closing conditions.
For investor clarity, the Company has included
a proposed group organisation chart illustrating the anticipated post-transaction corporate structure if the Proposed Acquisition is consummated.
The chart is intended as a pro forma illustration and is provided for disclosure and informational purposes only.
The Company does not intend to conduct any public
offering of its securities in connection with these transactions. Any such issuance is expected to be completed solely through private
placements exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D or Regulation S.
There can be no assurance that definitive agreements
will be executed or that the Proposed Acquisition will be consummated.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the federal securities laws. Forward-looking statements include statements regarding the Proposed Acquisition, anticipated
timing, and expected post-transaction structure. Forward-looking statements are subject to risks and uncertainties that could cause actual
results to differ materially, including the risk that definitive agreements are not executed, the audit process is delayed or results
in changes to transaction terms, required conditions are not satisfied, or the transaction is not consummated. The Company undertakes
no obligation to update forward-looking statements, except as required by law.
Item 9.01 - Financial Statements
and Exhibits.
(d) Exhibits:
Exhibit No. Description
────────────────────────────────────────────────────────────────────────────────────────────────
99.1 Proposed Group Organisation Chart (Proposed Group Structure)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)