UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 5, 2024

FLYWHEEL ADVANCED TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (852) 66860563

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure included under Item 2.01 is incorporated by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 5, 2024, Flywheel Advanced Technology, Inc., a Nevada corporation (“FWFW” or the “Seller”) executed and consummated the transactions contemplated by the Share Purchase Agreement (the “Agreement”) entered into with Mericorn Company Limited, a company incorporated under the laws of the British Virgin Islands (the “Buyer”).

Pursuant to the terms of the Agreement, FWFW disposed of all of its interests in its wholly owned subsidiary, Mega Fortune Company Limited, a Cayman Islands exempted company (the “Company”), in exchange for the acquisition of a minority interest in Elison Virtus Company Limited (“Elison”), a company incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of the Buyer. At the closing of the transaction, the Seller transferred 100,000 ordinary shares (the “Shares”) of the Company, representing all of the issued and outstanding equity securities of the Company, to the Buyer. The aggregate purchase price of the Shares was HKD56,360,000 (the “Purchase Price”). The Buyer transferred to the Seller 9.38% of the total issued and outstanding equity of Elison (938 shares) in satisfaction of the Purchase Price.

The Company is a newly formed holding company and indirectly holds all of the issued and outstanding equity interests in QBS System Limited, a limited company incorporated under the laws of Hong Kong (“QBS System”), and its wholly owned subsidiary QBS System Pty Limited, an Australian company, both of which are principally engaged in IoT solutions and technical support and maintenance.

Elison holds all of the issued and outstanding equity of Flywheel Financial Strategy (Hong Kong) Company Limited (“Flywheel Financial”) a company principally engaged in wealth management services.

In making its decision to enter into the Agreement, FWFW relied on (i) the Business Valuation report for Flywheel Financial, by Wise Tech Consulting and Appraisal Services, dated July 4, 2024, which estimated the fair value of all of the equity of Flywheel Financial as HKD601,000,000 and (ii) the Business Valuation report for QBS System, by Wise Tech Consulting and Appraisal Services, dated July 4, 2024, which estimated the fair value of all of the equity of QBS System as HKD56,360,000.

Mr. Tang Siu Fung, the beneficial owner of Sparta Universal Industrial Ltd., a significant stockholder in the Seller, and the President, Chief Executive Officer and sole director of the Seller is the spouse of Ms. Tin Sze Wai, owner of 25% of the issued and outstanding shares of the Buyer.

The Agreement contains customary representations, warranties and covenants, including certain customary operating restrictions and absence of any conflict that would adversely affect the Company to conduct its business.

A copy of the Agreement is attached as Exhibit 2.1 to this report and is incorporated herein by reference. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement.

Item 9.01. Financial Statement and Exhibits.

In accordance with Item 9.01(b), FWFW’s pro forma unaudited condensed consolidated financial statements for the fiscal year ended September 30, 2023, and the three months ended December 31, 2023, which reflect the disposition described in Item 2.01, are filed herewith as Exhibit 99.1 and incorporated herein by reference.

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.