Minerva Gold Inc. 8-K

What Happened

• Minerva Gold Inc. filed an 8-K reporting a change in control and a proposed acquisition. Effective April 10, 2025, Zhang Chengcheng acquired 5,000,000 shares (approximately 76.10% of outstanding common stock) for $264,600 in cash. In conjunction with related corporate actions, on April 10, 2026 key officers resigned and Zhang was appointed Sole Director, President, CEO, Treasurer and Secretary.
• On April 10, 2026 the Company entered into a Letter of Intent (LOI) to acquire Taizhou Sentian Sanitary Ware Co., Ltd., a sanitary-ware manufacturer owned by Zhang. The LOI contemplates payment in a mix of Minerva Gold common stock and a new series of preferred stock (rights/preferences to be determined). The parties expect a definitive agreement by about May 31, 2026 after certain Chinese administrative steps, with closing to follow.

Key Details

• Change in control: Zhang purchased 5,000,000 shares representing ~76.10% of the company (based on 6,570,000 shares outstanding) for $264,600.
• Management changes: On April 10, 2026, Aftandil Aibekov resigned as President/CEO/Treasurer/Secretary/Director; Meltem Alieva resigned as Director; Zhang became Sole Officer and Director.
• Proposed acquisition target: Taizhou Sentian (founded 2008, Taizhou, Zhejiang, China) makes shower panels, enclosures, faucets and related fixtures, operates ~12,000 sq. meters of leased space and employs ~100 staff; website: cnsentian.com.
• Transaction terms (LOI): consideration to be a combination of Minerva common stock and a newly created preferred series; timing contingent on Chinese administrative actions with a target definitive agreement by ~May 31, 2026.

Why It Matters

• Control and leadership changed: a single investor (Zhang) now controls a majority stake and holds all executive and director roles, which centralizes decision-making and drives near-term strategy.
• Related-party transaction: the LOI proposes acquiring a company owned by the new controlling officer/director, which is a material related-party deal that shareholders should note and monitor for terms, approvals and fairness.
• Potential shareholder impact: issuance of common stock and a new preferred series to fund the acquisition could dilute existing shareholders and alter capital structure; agreement details and any approvals will determine the exact impact.
• Timeline and risk: the acquisition remains at LOI stage and is subject to final definitive agreements and required Chinese administrative actions—investors should watch for further filings with definitive terms and disclosures.