Exhibit 1.1
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): June 4, 2024
Ameritrust Corporation
(Exact name of registrant as specified in its charter)
| Wyoming | 000-53371 | 98-0465540 | ||
(State or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S. Employer Identification No.) |
30 N Gould Street, Suite R
Sheridan, Wyoming 82801
(Address of Principal Executive Offices, Including Zip Code)
(307) 200-2803
(Registrant’s Telephone Number, Including Area Code)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| N/A | N/A | N/A |
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 ☐
Section
5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
The company reports that its address has changed from 1712 Pioneer Ave, Ste 500, Cheyenne, WY 82001, USA to 30 N Gould St, Ste R, Sheridan, WY 82801, USA, effective August 8, 2023.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
August 8, 2023: The company has officially registered with the Wyoming Secretary of State documenting the changes in the composition of the Board of Directors. This registration confirms the completion of the formalities related to the alteration in board membership. (Exhibit 1.1)
November 10, 2023 (Second Board Meeting): The Board of Directors convened and resolved to dismiss a director following findings of embezzlement of corporate funds and negligence in his duties. The specific reasons and details of these dismissals are documented. (Exhibit 1.2)
December 19, 2023 (Third Board Meeting): In a subsequent meeting, the Board of Directors voted to dismiss an additional director due to further incidents of misconduct and ongoing negligence. This action was taken to uphold fiduciary duties and protect shareholder interests. (Exhibit 1.3)
March 15, 2024 (First Board Meeting of 2024): The first board meeting of the year was held, where the Board of Directors voted to reorganize the board’s composition. This reshuffle is part of ongoing efforts to enhance governance and oversight capabilities. (Exhibit 1.4)
Biography
CEO: Kang Seok Song, 60
Mr. Kang Seok Song has been appointed as CEO of Ameritrust Corporation effective March 15, 2024. He holds a Bachelor’s degree in Chemistry from Kyunggi University (1982-1986). His career spans various sectors, starting at Schering Korea from 1989 to 1996, followed by managing a house rental business from 1997 to 2015. From 2016 to 2020, he led a Union for Housing Redevelopment and Maintenance in Sangok5 District in Incheon, Korea. Since 2019, he has been the representative for a joint reconstruction project in Hwagok-dong area in Seoul, Korea. Previously, he served as Secretary and Director at Ameritrust Corporation from June 7, 2023, to March 15, 2024.
Secretary and Director: Sook-Rye Min, 66
Ms. Sook-Rye Min has been appointed as Secretary and Director of Ameritrust Corporation effective March 15, 2024. She completed advanced studies in piano at Sejong University (2007-2010) and additional training at Yonsei and Ewha Womans Universities in Seoul, Korea. Her professional background includes leading piano academies such as Min Arte (1981-1988), Myungmoon (1990-2001), and Hansol Myungmoon (2006-2022). She has also worked in the IT department at Beespoke Capital Inc. since October 1, 2021. Prior to her current role, she served as a Director at Ameritrust Corporation from June 7, 2023.
Director: Jong-Sun Kim, 64
Jong-Sun Kim has served as a Director of Ameritrust Corporation since March 15, 2024. Her extensive career includes roles as a licensed practical nurse and team leader at Cheongdam Plastic Surgeon Hospital (1999-2016) and holding executive positions at Ameritrust Corporation, both in the U.S. and Korea, culminating as CEO from June 7, 2023, to March 15, 2024. Additionally, she was the General Manager at Beespoke Capital, Inc. starting March 1, 2020. Kim earned a pastor’s certificate from the Graduate School of Presbyterian Theology in 2011.
Exhibit Index for this 8-K is as follows:
| Exhibit No. | Description | |
| 1.1 | ||
| 1.2 | Ameritrust Corporation BoD minute (November 10, 2023) regarding the Board’s action for a certain Director. | |
| 1.3 | Ameritrust Corporation BoD minute (December 19, 2023) regarding the Board’s action for a certain Director. | |
| 1.4 | Ameritrust Corporation BoD minute (March 15, 2024) regarding the resignation/appointment of CEO, appointment of new Board members | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, thereunto duly authorized.
| Ameritrust Corporation | ||
| June 4, 2024 | ||
| By: | /s/ Seok-Song Kang | |
| Seok-Song Kang | ||
| Chief Executive Officer | ||
| Dated: June 4, 2024 | ||
Exhibit 1.1
Exhibit 1.2
AMERITRUST CORPORATION
WAIVER OF NOTICE AND CONSENT TO HOLD
MEETING OF BOARD OF DIRECTORS
We, the undersigned, being all of the Directors of Ameritrust Corporation (the “Company”), hereby waive the right to receive the advance notice required under the applicable provisions of the applicable Wyoming statutes and the Articles of Incorporation of the Company, and hereby consent to hold the Meeting of the Board of Directors as set forth below. We also agree that actions may be taken on matters coming before the meeting as if notice had been duly given.
| Date: | November 10, 2023 | |
| Representative Director: | Jong Sun Kim | |
| Secretary: | Seok Song Kang | |
| Director: | Sook Rye Min |
AMERITRUST CORPORATION
MINUTES OF MEETING OF BOARD OF DIRECTORS
The Meeting of the Board of Directors of Ameritrust Corporation (the “Company”) was held as follows:
| Date and Time: | November 10, 2023 at 2:00 P. M. |
| Place: | Suite D-327 Hyundai Industrial Knowledge Center, Misa-daero 520, Hanam City, Korea |
| Total number of Directors: | 4 Persons |
| Number of Directors present: | 2 Persons |
The Chairman of the Board of Directors of the Company, Director Jong Sun Kim, took the chair and opened the meeting, declaring that the meeting was lawfully constituted with a quorum present, and submitted the following agenda for deliberation.
| Agenda 1: | Approval of the Dismissal of a Director, Yun Young Lee |
The Chairman presented the circumstances leading to the proposed dismissal of Director Yun Young Lee. It was reported that Mr. Lee is alleged to have engaged in misappropriation of company funds. Additionally, Mr. Lee has been notably absent from his duties at the company for an extended period without providing a satisfactory explanation.
The Board thoroughly reviewed all evidence and documentation related to Mr. Lee’s alleged financial misconduct and his prolonged
absence, which has been deemed negligent and detrimental to the effective management of the company.
RESOLVED, that following a detailed discussion and a unanimous vote of the Directors present, the dismissal of Yun Young Lee as a Director of the company be approved in accordance with Section 3-5 of the company’s Articles of Incorporation, on the grounds of alleged misappropriation and negligence in fulfilling his directorial duties.
| Agenda 2: | Approval of the Appointment of a Director |
The
Chairman detailed the need for appointing a new director following the dismissal of Yun Young Lee. It was proposed that Seok Song Kang,
currently serving as the Secretary of the Company, be appointed to also fulfill the role of Director, thereby assuming dual responsibilities
within the company.
Following the Directors’ review of the qualifications of Seok Song Kang and the circumstances necessitating this appointment, by
the unanimous consent of the Directors present, it was
RESOLVED, that the appointment of Seok Song Kang as a Director, in addition to his ongoing duties as the Company Secretary, be approved as presented.
| Agenda 3: | Approval of Reporting Alleged Misconduct by a Former Director to Relevant Authorities |
The Chairman provided the Board with circumstantial evidence, including a phone recording in which Mr. Yun Young Lee discusses actions that constituted misappropriation and embezzlement of company funds. This evidence was integral to the Board’s decision to dismiss Mr. Lee.
The Board carefully reviewed the provided evidence, which not only supported the claims of financial misconduct but also highlighted Mr. Lee’s extended unexplained absences from the company, further justifying his dismissal.
Following a comprehensive evaluation and with unanimous consent of the Directors present,
RESOLVED, that the reporting of Yun Young Lee, the former Director, to the Police Station in Gangseo District, Seoul, for further investigation, be approved as presented.
There being no further business to be conducted at the meeting, the Chairman declared the meeting closed at 2:30 P. M.
IN WITNESS WHEREOF, the Chairman, the directors present prepared these minutes and signed or affixed thereon their names and seals.
In case of any discrepancy between the English and Korean versions of these minutes, the English version shall prevail.
| Date: | November 10, 2023 |
| Ameritrust Corporation | |
| Representative Director: | /s/ Jong Sun Kim | |
| Secretary: | /s/ Seok Song Kang | |
| Director: | /s/ Sook Rye Min |
Exhibit 1.3
AMERITRUST CORPORATION
WAIVER OF NOTICE AND CONSENT TO HOLD
MEETING OF BOARD OF DIRECTORS
We, the undersigned, being all of the Directors of Ameritrust Corporation (the “Company”), hereby waive the right to receive the advance notice required under the applicable provisions of the applicable Wyoming statutes and the Articles of Incorporation of the Company, and hereby consent to hold the Meeting of the Board of Directors as set forth below. We also agree that actions may be taken on matters coming before the meeting as if notice had been duly given.
| Date: | December 19, 2023 | |
| Representative Director: | Jong Sun Kim | |
| Secretary: | Seok Song Kang | |
| Director: | Sook Rye Min |
AMERITRUST CORPORATION
MINUTES OF MEETING OF BOARD OF DIRECTORS
The Meeting of the Board of Directors of Ameritrust Corporation (the “Company”) was held as follows:
| Date and Time: | December 19, 2023 at 2:00 P. M. |
| Place: | Suite D-327 Hyundai Industrial Knowledge Center, Misa-daero 520, Hanam City, Korea |
| Total number of Directors: | 4 Persons |
| Number of Directors present: | 3 Persons |
The Chairman of the Board of Directors of the Company, Director Jong Sun Kim, took the chair and opened the meeting, declaring that the meeting was lawfully constituted with a quorum present, and submitted the following agenda for deliberation.
| Agenda 1: | Approval of the Dismissal of a Director, Mi Soon Lee |
The Chairman outlined the circumstances leading to the proposed dismissal of Director Mi Soon Lee. It was alleged that Ms. Lee engaged in multiple instances of misconduct, including the deliberate dissemination of false rumors about the company through phone calls and text messages to shareholders. Furthermore, she is accused of misappropriating and embezzling company funds. Additionally, Ms. Lee has consistently failed to fulfill her duties at the company for an extended period without providing any satisfactory explanation.
To substantiate the allegations against Ms. Lee, the Chairman presented concrete evidence to the Directors, including a taped conversation where Ms. Lee was recorded spreading false information among company shareholders, thereby seriously undermining the company’s operations.
The Board conducted a comprehensive review of all evidence and documentation pertaining to Ms. Lee’s alleged misconduct and her prolonged unexplained absence, which were collectively assessed as negligent and harmful to the effective management of the company. Following the evidence review, Ms. Lee was provided with an opportunity to respond to the allegations.
RESOLVED, that after a thorough discussion and providing Ms. Lee an opportunity to be heard, and with the affirmative votes of three Directors, meeting the necessary quorum as stipulated in the company’s Articles of Incorporation, the dismissal of Mi Soon Lee as a Director of the company is hereby approved. This decision is in accordance with Section 3-5 of the company’s Articles of Incorporation, based on grounds of alleged misconduct including misappropriation of the company funds and negligence in fulfilling her directorial responsibilities.
| Agenda 2: | Approval of Reporting Alleged Misconduct by a Former Director to Relevant Authorities |
The Chairman provided the Board with circumstantial evidence, including a phone recording in which Ms. Mi Soon Lee is heard disseminating false rumors about the company to shareholders. This evidence was critical to the Board’s decision to dismiss Ms. Lee.
The Board meticulously reviewed the evidence, which substantiated the allegations of misconduct and the misappropriation of the company funds by Ms. Lee, a director of the company. Additionally, the evidence underscored Ms. Lee’s prolonged and unexplained absences from the company activities, thereby further supporting his dismissal.
Following a comprehensive evaluation and with the affirmative votes of three Directors, meeting the necessary quorum as stipulated in the company’s Articles of Incorporation,
RESOLVED, that the reporting of Mi Soon Lee, the former Director, to the Police Station in Gangseo District, Seoul, for further investigation, be approved as presented.
There being no further business to be conducted at the meeting, the Chairman declared the meeting closed at 2:30 P. M.
IN WITNESS WHEREOF, the Chairman, the directors present prepared these minutes and signed or affixed thereon their names and seals.
In case of any discrepancy between the English and Korean versions of these minutes, the English version shall prevail.
| Date: | December 19, 2023 |
| Ameritrust Corporation | |
| Representative Director: | /s/ Jong Sun Kim | |
| Secretary: | /s/ Seok Song Kang | |
| Director: | /s/ Sook Rye Min |
Exhibit 1.4
AMERITRUST CORPORATION
WAIVER OF NOTICE AND CONSENT TO HOLD
MEETING OF BOARD OF DIRECTORS
We, the undersigned, being all of the Directors of Ameritrust Corporation (the “Company”), hereby waive the right to receive the advance notice required under the applicable provisions of the applicable Wyoming statutes and the Articles of Incorporation of the Company, and hereby consent to hold the Meeting of the Board of Directors as set forth below. We also agree that actions may be taken on matters coming before the meeting as if notice had been duly given.
| Date: | March 15, 2024 | |
| Representative Director: | Jong Sun Kim | |
| Secretary: | Seok Song Kang | |
| Director: | Sook Rye Min |
AMERITRUST CORPORATION
MINUTES OF MEETING OF BOARD OF DIRECTORS
The Meeting of the Board of Directors of Ameritrust Corporation (the “Company”) was held as follows:
| Date and Time: | March 15, 2024 at 2:00 P. M. |
| Place: | Suite 907 Kolon Techno Valley, Gasan-dong 60-4, Geumcheon-gu, Seoul, Korea |
| Total number of Directors: | 3 Persons |
| Number of Directors present: | 3 Persons |
The Chairman of the Board of Directors of the Company, Director Jong Sun Kim, took the chair and opened the meeting, declaring that the meeting was lawfully constituted with a quorum present, and submitted the following agenda for deliberation.
| Agenda 1: | Approval of Resignation and Appointment of Representative Director (CEO) |
The Chairman explained the circumstances leading to her decision to resign as the company’s Representative Director (CEO). These circumstances include an upcoming investigation by the Korean Prosecution into the Chairman herself and a related travel ban, which would restrict her ability to travel outside Korea. This situation would impede her ability to engage with Chinese investors and effectively fulfill her duties as CEO.
The Chairman highlighted the need to appoint a new Representative Director following her resignation. It was proposed that Seok Song Kang, who is currently serving in dual roles as Secretary and Director, be appointed as the new Representative Director. The Chairman noted that upon this appointment, Mr. Kang would resign from his role as Secretary, and a new Secretary would be appointed during this Board meeting as part of the next agenda item.
After reviewing Seok Song Kang’s qualifications and the necessity of this appointment, and with the unanimous consent of the Directors present,
RESOLVED, that Seok Song Kang’s appointment as Representative Director (CEO) be approved as presented in accordance with Section 3-5 of the company’s Articles of Incorporation.
| Agenda 2: | Approval of the Appointment of a Secretary |
Following the approval in Agenda 1, which appointed Seok Song Kang as the new representative director (CEO) and created a vacancy in the secretary role, the Chairman highlighted the necessity to fill this position.
The Chairman proposed that Sook Rye Min, who is currently serving as a Director of the company, be appointed as Secretary, transitioning her responsibilities from Director to Secretary.
After careful consideration of Sook Rye Min’s qualifications and the specific needs of the company that led to this proposal, and with the unanimous consent of the Directors present,
RESOLVED, that the appointment of Sook Rye Min as Secretary, transitioning from her current role as a Director of the company, be approved as presented in accordance with Section 3-5 of the company’s Articles of Incorporation.
| Agenda 3: | Approval of the Appointment of a New Director |
The Chairman explained the necessity for appointing a new director following the transition of Sook Rye Min from her former role as Director to Secretary, as resolved in Agenda 3.
It was proposed that Jong Sun Kim, the former CEO of the company, be appointed to fill the directorial vacancy created by Sook Rye Min’s role transition.
After a comprehensive review of Jong Sun Kim’s qualifications and the requirements for this appointment, and with the unanimous consent of the Directors present,
RESOLVED, that the appointment of Jong Sun Kim as a Director of the company be approved as presented in accordance with Section 3-5 of the company’s Articles of Incorporation.
There being no further business to be conducted at the meeting, the Chairman declared the meeting closed at 2:30 P. M.
IN WITNESS WHEREOF, the Chairman, the directors present prepared these minutes and signed or affixed thereon their names and seals.
In case of any discrepancy between the English and Korean versions of these minutes, the English version shall prevail.
| Date: | March 15, 2024 |
| Ameritrust Corporation | |
| Representative Director: | /s/ Seok Song Kang | |
| Secretary: | /s/ Sook Rye Min | |
| Director: | /s/ Jong Sun Kim |