UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | ZLME | N/A |
Item 8.01 – Other Events
On June 19, 2025, the board of directors of the Company approved the issuance of an aggregate of 3,298,500 shares of common stock of the Company, par value $0.001 per share, to the CEO to settle the outstanding balance of $32,985 due to the related party as of February 28, 2025. The share issuance price, $0.01 per share, was determined based on the recent market value of the Company’s common stock and agreed by both parties for settlement purposes. The CEO agreed to release the Company from all claims held by him. The CEO further agreed and acknowledged that upon receipt of the common stock in connection with the Debt Conversion, all of the existing obligations of the Company with respect to the amount due to him shall be deemed to be satisfied.
On June 19, 2025, the board of directors of the Company approved the issuance of an aggregate of 69,300 shares of common stock of the Company, par value $0.001 per share, to the non-related party to settle the outstanding balance of $693 due to the non-related party as of February 28, 2025. The share issuance price, $0.01 per share, was determined based on the recent market value of the Company’s common stock and agreed by both parties for settlement purposes. The non-related party agreed to release the Company from all claims held by her.The non-related party further agreed and acknowledged that upon receipt of the common stock in connection with the Debt Conversion, all of the existing obligations of the Company with respect to the amount due to her shall be deemed to be satisfied.
On June 19, 2025, the Company issued the Conversion Shares to the creditors in connection with the Debt Conversion. The issuance of the Conversion Shares was exempt from registration pursuant to Section 3(a)(9) of under the Securities Act of 1933, as amended. No commission or other remuneration was paid in connection with the Debt Conversion.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | DIRECTORS RESOLUTION, DATE ON JUNE 19, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
June 20, 2025
| Zhanling International Limited | ||
| /s/ Yongqing Liu | ||
| By: | Yongqing Liu | |
| Title: | CEO | |
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