SecureTech Innovations Forgoes Spin-Off, Issues Series A Preferred Shares

What Happened
SecureTech Innovations, Inc. (SCTH) announced on Form 8-K filed August 17, 2026 that it and the other parties have executed a Permanent Subsidiary and Earnout Election Agreement (dated August 13, 2026) to forgo a previously contemplated spin-off. Instead of spinning off the acquired business, SecureTech will retain AI UltraProd, Aiultraprod Group Limited and Zhejiang Jizhu Technology Co., Ltd. as permanent subsidiaries and has exercised the “No Spin-Off Earnout” under the June 23, 2025 Acquisition Agreement.

Key Details

• The Election Agreement was signed August 13, 2026 and filed as Exhibit 10.1 to the 8-K.
• SecureTech will issue 357 additional shares of its Series A Preferred Stock to AIUP Holding Limited (the Shareholder) as the earnout payment.
• The action implements Section 1.2(e) of the original Acquisition Agreement (dated June 23, 2025) and follows the Incubation Operating Agreement (and its July 14, 2025 amendment).
• The issuance of the additional Series A Preferred Stock is reported as an unregistered sale of equity securities (Item 3.02). The filing also notes termination of the prior Transaction Agreements with certain provisions surviving.

Why It Matters
For investors, this confirms SecureTech will keep the AI UltraProd business within the company rather than spinning it off as a separate Nasdaq-listed entity. That affects SecureTech’s ownership structure (additional preferred shares issued) and consolidates the operating business and its results into SecureTech’s financial reporting. The filing also highlights potential accounting and control implications—such as how the additional preferred shares are recorded and the company’s voting/management control over the subsidiaries—which investors should monitor in upcoming SEC filings and financial statements.