UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On November 18, 2024, Jingbo Technology, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”), Xinghe Technology Limited, a British Virgin Islands company (“Xinghe”), and Handu Technology Limited, a British Virgin Islands company and the sole shareholder of Xinghe (“Hangdu”).
Under the terms and conditions of the Share Exchange Agreement, the Company will issue 550,000,000 shares of common stock of the Company to Hangdu, in consideration for all the issued and outstanding shares in Xinghe. Hangdu will transfer all the issued and outstanding shares of Xinghe at the closing of the Share Exchange Agreement. The parties to the Share Exchange Agreement have agreed that the closing of the acquisition shall occur as soon as possible, subject to the closing conditions provided in the Share Exchange Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Shares Exchange Agreement dated November 18, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Jingbo Technology, Inc. | ||
| Date: November 18, 2024 | By: | /s/ Guowei Zhang |
| Guowei Zhang, Chief Executive Officer | ||
| 3 |