KAST......................................................................................................................SUPPLEMENTAL REPORT PURSUANT TO THE PINK BASIC DISCLOSURE
GUIDELINES
KASTEN INC.
31/F Baidu Int Building East Tower,
No.6 Haitian Yi Road, Nanshan District, Shenzhen, China, 518 000
March 24, 2023
Because we want to provide more meaningful and useful information, this Current
Report may contain certain “forward-looking statements” (as such term is defined in Section
21E of the Securities Exchange Act of 1934, as amended). These statements reflect our current
expectations regarding our possible future results of operations, performance, and
achievements. These forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, regulation of the Securities
and Exchange Commission, and common law.
Wherever possible, we have tried to identify these forward-looking statements by using
words such as “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend,” and similar
expressions. These statements reflect our current beliefs and are based on information currently
available to us. Accordingly, these statements are subject to certain risks, uncertainties, and
contingencies, which could cause our actual results, performance, or achievements to differ
materially from those expressed in, or implied by, such statements. We have no obligation to
update or revise any such forward-looking statements that may be made to reflect events or
circumstances after the date of this Disclosure Statement.
Entry Into a Material Definitive Agreement and Completion of Acquisition or Disposition
of Assets.
On March 24, 2023, Kasten Inc. (the “Company”) entered into a Share Exchange
Agreement (the “Share Exchange Agreement”) with GGL Interior Studio Pte. Ltd.
(“Target”), and Heng Kong Chuan, the sole shareholder of the Target (the “Seller”), pursuant
to which, among other things and subject to the terms and conditions contained therein, the
Company agreed to effect an acquisition of the Target by acquiring from the Seller 100% of
the ordinary shares issued and outstanding of the Target (the “Acquisition”). The target is
engaged in the business of interior design.
Pursuant to the Share Exchange Agreement, in exchange for the acquisition of 100% of
the ordinary shares issued and outstanding of the Target, the Company issued an aggregate of
10,000,000 shares of common stock, par value $0.001 per share, of the Company (the
“Exchange Shares”) to the Seller. At the closing of the Acquisition, the Company entered into
a lock-up agreement with the Seller with respect to the Exchange Shares, pursuant to which the
Sellers agreed, subject to certain exceptions, not to transfer the Exchange Shares, or publicly
disclose the intention to do so, from the closing of the Acquisition until six months anniversary
of the closing (the “Lock-Up Agreement”).
The Share Exchange Agreement contains customary representations and warranties
made by the Company, on the one hand, and the Target and the Seller on the other hand, made
solely for the benefit of the other, which in certain cases are subject to specified exceptions and
qualifications contained in the Share Exchange Agreement or in information provided pursuant
to certain disclosure schedules to the Share Exchange Agreement.
On March 24, 2023, the Parties completed the transaction. Upon the closing of the
transaction, the Company acquired 100% shares issued and outstanding ordinary shares of the
Target and the Company issued 10,000,000 shares of common stock to the Seller.
Change in Shell Company Status
Prior to the acquisition of the Target on March 24, 2023, the Company was considered
a shell company. Effective on March 24, 2023, upon the closing of the acquisition of the Target,
the Company has changed its status as a shell company and is no longer deemed to a shell
company.
The operations of the Target were fully integrated into the Company since March 24,
2023. The Target was formed in 2016 and has been active in the business of interior design.
Since the Target’s acquisition by the Company, the Target has continued to its operations.
As a result of the continuing operations of the Target as a wholly owned subsidiary of
the Company, the Company has become an operating entity and, thus, not an entity with “no
or nominal operations”. Therefore, the Company no longer meets the SEC definition of a
Shell Company.
Exhibits.
Exhibit
No.
Description
10.1* Share Exchange Agreement, dated as of March 24, 2023, by and among Kasten Inc.,
GGL Interior Studio Pte. Ltd. and Heng Kong Chuan.
10.2 Form of Lock-Up Agreement.
* The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted
exhibits and schedules to the Securities and Exchange Commission upon its request.
I, Jingwei Zhang, hereby certify that:
1. I have reviewed this Supplemental Report of Kasten Inc.; and
2. Based on my knowledge, this disclosure statement does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this d
