UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on June 17th, 2021, ODENZA Corp. (hereinafter “ODZA”) entered into a binding letter of intent (the “LOI”) for the purpose of doing a Share Exchange Agreement (“the Agreement”) to acquire Adventure Air Race Company Limited (“AARC”), a Nevada corporation. The AARC shareholder (the “Shareholder”) will own 84,000,000 newly issued shares of common stock of ODZA (the Common Stock”) representing approximately 95.82% of ODZA’s outstanding shares of Common Stock. As the result, AARC will hold no common shares of ODZA, as the wholly owned subsidiary of ODZA.
On September 30, 2021, ODZA and AARC had signed a termination agreement pursuant to which the parties mutually agreed to terminate the Agreement. The Agreement is terminated effective as of September 30, 2021 and the parties have no further rights or obligations under the Agreement. The parties further agreed to waive their rights to any claims that may arise under the Agreement. As of the date of the termination agreement, no equity interest of AARC had been transferred to ODZA.
Item 9.01 Exhibits
| Exhibit | ||
| No. | ||
| 99.1 | Termination of the Letter of Intent in Relation to a Possible Reverse Merger |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 11, 2022
| ODENZA CORP. | ||
| By: | /s/ Leung Chi Ping | |
| Name: | LEUNG CHI PING, MICHAEL | |
| Title: | Chief Executive Officer, President and Chairman | |