| ORGANIZATION AND BUSINESS OPERATIONS |
NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS
EvoAir
Holdings Inc. (formerly Unex Holdings Inc.) (the “Company”, “EVOH”, “we”, “us”, or “our”)
is a corporation established under the corporation laws in the State of Nevada, United States of America (“U.S”) on February
17, 2017. The Company has adopted an August 31 fiscal year end.
On
December 20, 2021, the Company and Low Wai Koon (“Dr. Low”) entered into a share transfer agreement, (the “EvoAir International
Share Transfer Agreement”), pursuant to which Dr. Low agreed to sell all of his ordinary shares of EvoAir International Limited
(“EvoAir International”) to the Company for a consideration of US$100
(“EvoAir Transaction”).
EvoAir International, through its subsidiaries upon completion of the Transactions (defined hereunder), is engaged in the research and
development (“R&D”), manufacturing, trading, sale of heating, ventilation and air conditioning (“HVAC”) products
and related services in Asia.
Pursuant
to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company
and the owner of 2,000,000
restricted shares of common stock,
with par value of $0.001
per share (“Common Stock”)
of the Company (“EvoAir Shares”) representing approximately 67.34%
of the Company’s then issued and outstanding shares, sold his entire shareholding of the Company to WKL Global Limited (“WKL
Global”) for an aggregate consideration of $100
(“Change of Control Transaction”).
Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000
shares, or approximately 67.34%
of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company.
On
December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and
allotted in aggregate 98,809,323
ordinary shares of common stock to
certain parties. On completion of the Allotment Transactions, the total number of issued and outstanding shares of common stock of the
Company were 101,779,323 (“Then
Enlarged Share Capital”):
| (A) |
On
December 20, 2021, Dr. Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd (“WKL
Eco Earth Holdings”), pursuant to which Dr. Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy
Sdn Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global
and Allegro Investment (BVI) Limited (“Allegro Investment”), a company incorporated in the British Virgin Islands (“BVI”)
with 50%
shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000
shares and 6,000
EvoAir Shares, respectively, or approximately 0.02%
and 0.01%
of the Then Enlarged Share Capital, respectively. |
| (B) |
On
December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share exchange
agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all
their ordinary shares of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for the allotment
and issuance to WKL Global, Allegro Investment and WKLEE Sellers of 49,320
EvoAir Shares, 8,280
EvoAir Shares and in aggregate 14,400
shares, respectively, or approximately 0.05%,
0.009%
and in aggregate 0.014%,
respectively, of the Then Enlarged Share Capital. |
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|
| (C) |
On
December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”)
entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern and
the Relevant Interest Holders agreed to sell all relevant interests in the EVOH and its subsidiaries (“EvoAir Group”
or the “Group”) to WKL Eco Earth Holdings in consideration for the allotment and issuance of 7,037,762
EvoAir Shares, 2,520,000
EvoAir Shares and in aggregate 6,001,794
EvoAir shares, respectively, or approximately 6.91%,
2.48%
and in aggregate 5.90%,
respectively, of the Then Enlarged Share Capital. The board of directors and majority shareholders of the Company have approved the
transaction. |
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|
| (D) |
On
December 20, 2021, Dr. Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect
of Dr. Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit), evoairTM
and the trademarks and trademark applications described in the deeds of assignment thereunder, and in respect of Dr. Low’s
patents and patents applications relating to the portable air-conditioner, e-Cond EVOTM and the trademarks and trademark
applications as described in the deeds of assignment thereunder (together, the “IP Assignments”). Pursuant to the IP
Assignments, WKL Global, Allegro Investment and certain nominees shall be allotted and issued 63,362,756
EvoAir Shares, 14,297,259
EvoAir Shares and in aggregate 5,487,752
EvoAir Shares, respectively or approximately 62.25%,
14.05%
and in aggregate 5.39%,
respectively of the Then Enlarged Share Capital in consideration for the IP Assignments. |
EvoAir
Transaction, Change of Control Transaction and Allotment Transactions are collectively to be referred to as the “Transactions”.
The closing of the Transactions (“Closing”) occurred on December 20, 2021 (the “Closing Date”).
From
and after the Closing Date, at which time EvoAir International transferred its HVAC business to the Company, the Company’s primary
operations will consist of the prior operations of EvoAir International and its subsidiaries.
EvoAir
International is a company incorporated in BVI on November 17, 2021. Effective from the December 20, 2021, it wholly owns WKL Eco Earth
Holdings, a company incorporated in Singapore on July 12, 2018, which in turn wholly owns (a) WKL Eco Earth, a Malaysian company incorporated
on May 17, 2017, and (b) WKL Green Energy, a Malaysian company incorporated on October 24, 2017. WKL Eco Earth Holdings acquired (c)
EvoAir Manufacturing (M) Sdn Bhd (“EvoAir Manufacturing”) on April 19, 2021, a Malaysian company incorporated on March 22,
2019, as well as acquiring (d) WKL EcoEarth Indochina Co Ltd (“WKL EcoEarth Indochina”), a Cambodia company incorporated
on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe”), a Chinese company incorporated on
April 6, 2021. EvoAir Manufacturing wholly owns (f) Evo Air Marketing (M) Sdn Bhd (“Evo Air Marketing”), a Malaysian company
incorporated on February 2, 2021.
On
June 15, 2022, the Company filed a Certificate of Amendment (the “Amendment”) to the Articles of Incorporation with Nevada’s
Secretary of State to change the name of the Company from Unex Holdings Inc. to EvoAir Holdings Inc. (the “Name Change”),
and the Name Change became market effective on November 4, 2022. Effective on November 11, 2022, the Company’s shares began trading
under the new ticker symbol “EVOH”.
On
November 21, 2023, the Company issued in aggregate, 52,107
shares of Common Stock to 15 referral agents (“Referral
Agents”) in consideration for their referral to the Company of certain investors. Each Referral Agent is a “non-U.S. Persons”
as defined in Regulation S.
On
November 21, 2023, the Company issued, in aggregate, 5,500
shares of Common Stock to two individuals in consideration
for marketing services provided to the Company by Artisan Creative Studio, a marketing entity based in Malaysia. Each of the individuals
is a “non-U.S. Persons” as defined in Regulation S.
Round
2 Stockholders
The
Company entered into a series of offerings for an aggregate of up to 6,000,000
shares of Common Stock at a per share purchase price of $2.50,
as follows:
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On
February 15, 2022, the Company entered into certain share subscription agreement with Ms. Ang Lee Kim Jane, who is a “non-U.S.
Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to
which the Company agreed to issue and sell 74,074
shares of Common Stock, at a per share purchase price of
$2.50,
as part of a series of offerings by the Company for an aggregate of up to 6,000,000
shares of Common Stock at a per share purchase price of
$2.50.
The gross proceeds were $185,185. |
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● |
On
June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons”
as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000
shares of Common Stock, at a per share purchase price of
$2.50,
as part of a series of offerings by the Company for an aggregate of up to 6,000,000
shares of Common Stock at a per share purchase price of
$2.50.
The gross proceeds were $12,500. |
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● |
On
October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented
that it was a “non-U.S. Persons” as defined in Securities Act. On the same date, the Company entered into Regulation
D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as
defined in Regulation D of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell
in aggregate, (i) 129,621
shares of Common Stock to the Regulation S investors, and
(ii) 15,000
shares of Common Stock to the Regulation D investors, respectively,
at a per share purchase price of $2.50,
as part of a series of offerings by the Company for an aggregate of up to 6,000,000
shares of Common Stock at a per share purchase price of
$2.50.
The gross proceeds in aggregate were $361,553. |
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● |
On
February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented
that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription
agreements, the Company agreed to issue and sell in aggregate, (i) 57,783
shares of Common Stock to the Regulation S investors, at
a per share purchase price of $2.50
as part of a series of the offerings by the Company for
an aggregate of up to 6,000,000
shares of Common Stock at a per share purchase price of
$2.50.
The gross proceeds in aggregate were $144,443. |
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● |
On
July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that
it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements,
the Company agreed to issue and sell in aggregate, (i) 250,132
shares of Common Stock to the Regulation S Investors, at
a per share purchase price of $2.50
as part of a series of the offerings by the Company for
an aggregate of up to 6,000,000
shares of Common Stock at a per share purchase price of
$2.50.
The gross proceeds in aggregate were approximately $625,330. |
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● |
On
September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented
that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription
agreements, the Company agreed to issue and sell in aggregate, 365,164
shares of Common Stock to the Regulation S investors, at
a per share purchase price of $2.50
as part of a series of the offerings by the Company for
an aggregate of up to 6,000,000
shares of Common Stock at a per share purchase price of
$2.50.
The gross proceeds in aggregate were approximately $912,889. |
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● |
On
November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that
he was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreement,
the Company agreed to issue and sell in aggregate, 8,658
shares of Common Stock to the Regulation S investors, at
a per share purchase price of $2.50
as part of a series of the offerings by the Company for
an aggregate of up to 6,000,000
shares of Common Stock at a per share purchase price of
$2.50.
The gross proceeds in aggregate were approximately $21,645. |
Reverse
Stock Split
On
April 12, 2024, the Company’s board of directors (the “Board”) unanimously resolved to effect a reverse stock split
of the Company’s common stock, par value $0.001
per share (the “Common Stock”), at a ratio of 1-for-4.
Following such resolution, on September 9, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”)
with the Secretary of State of the State of Nevada to effect the reverse stock split, with an effective time of 9:00AM. Eastern Time
on September 11, 2024 (the “Reverse Stock Split”).
Split
Adjustment; Treatment of Fractional Shares
As
a result of the 1:4 Reverse Stock
Split, each 4 pre-split shares of Common
Stock outstanding will automatically combine into one new share of Common Stock without any action on the part of the holders, and the
number of outstanding shares of Common Stock was reduced from 102,742,362
shares to 25,685,591
shares (subject to rounding up of fractional shares to the
nearest whole number).
No
fractional shares were issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole number
Share
Issuance
On
November 25, 2024, the Company issued, in aggregate, 679,516
shares of Common Stock, representing 2.5%
of the issued and outstanding shares of Common Stock to certain project management consultant in consideration for their services in
relation to proposed initial public offering.
On
November 25, 2024, the Company issued, in aggregate, 815,419
shares of Common Stock, representing 3.0%
of the issued and outstanding shares of Common Stock to certain corporate and business consultant in consideration for their consulting
services.
Details
of the Company’s subsidiaries:
SUMMARY
OF CONSOLIDATED SUBSIDIARIES
| Subsidiaries
of EVOH | |
Attributable
interest | |
| EvoAir
International Limited (British Virgin Islands) | |
| 100 | % |
| Subsidiary
of EvoAir International Limited | |
| | |
| WKL
Eco Earth Holdings Pte Ltd (Singapore) | |
| 100 | % |
| Subsidiaries
of WKL Eco Earth Holdings Pte Ltd | |
| | |
| WKL
Eco Earth Sdn Bhd (Malaysia) | |
| 100 | % |
| WKL
Green Energy Sdn Bhd (Malaysia) | |
| 100 | % |
| EvoAir
Manufacturing (M) Sdn Bhd (Malaysia) | |
| 67.5 | % |
| WKL
EcoEarth Indochina Co Ltd (Cambodia) | |
| 55 | % |
| WKL
Guanzhe Green Technology Guangzhou Co Ltd (China)* | |
| 62.5 | % |
| Subsidiary
of EvoAir Manufacturing (M) Sdn Bhd | |
| | |
| Evo
Air Marketing (M) Sdn Bhd (Malaysia) | |
| 100 | % |
| * |
Shareholding
of WKL Guanzhe Green Technology Guangzhou Co Ltd (China) has increased from 55%
to 62.5%
on August 14, 2024. |
|
NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS
EvoAir
Holdings Inc. (formerly Unex Holdings Inc.) (the “Company”, “EVOH”, “we”, “us”, or “our”)
is a corporation established under the corporation laws in the State of Nevada, United States of America (“U.S”) on February
17, 2017. The Company has adopted an August 31 fiscal year end.
On
December 20, 2021, the Company and Low Wai Koon (“Dr. Low”) entered into a share transfer agreement, (the “EvoAir International
Share Transfer Agreement”), pursuant to which Dr. Low agreed to sell all of his ordinary shares of EvoAir International Limited
(“EvoAir International”) to the Company for a consideration of US$100 (“EvoAir Transaction”). EvoAir International,
through its subsidiaries upon completion of the Transactions (defined hereunder), is engaged in the research and development (“R&D”),
manufacturing, trading, sale of heating, ventilation and air conditioning (“HVAC”) products and related services in Asia.
Pursuant
to the terms of a share transfer agreement dated December 20, 2021, Dr. Low, the then sole executive officer and director of the Company
and the owner of 2,000,000 restricted shares of common stock, with par value of $0.001 per share (“Common Stock”) of the Company
(“EvoAir Shares”) representing approximately 67.34% of the Company’s then issued and outstanding shares, sold his entire
shareholding of the Company to WKL Global Limited (“WKL Global”) for an aggregate consideration of $100 (“Change of
Control Transaction”). Upon completion of the Change of Control Transaction, WKL Global owned 2,000,000 shares, or approximately
67.34% of the then issued and outstanding ordinary shares of the Company, which resulted in a change of control of the Company.
On
December 20, 2021, several transactions took place (together, the “Allotment Transactions”) whereby the Company issued and
allotted in aggregate 98,809,323 ordinary shares of Common Stock to certain parties. On completion of the Allotment Transactions, the
total number of issued and outstanding shares of Common Stock of the Company were 101,779,323 (“Then Enlarged Share Capital”):
| (A) |
On
December 20, 2021, Dr. Low and Chan Kok Wei entered into a share exchange agreement with WKL Eco Earth Holdings Pte Ltd (“WKL
Eco Earth Holdings”), pursuant to which Dr. Low and Chan Kok Wei agreed to sell all their ordinary shares of WKL Green Energy
Sdn Bhd (“WKL Green Energy”) to WKL Eco Earth Holdings in consideration for the allotment and issuance to WKL Global
and Allegro Investment (BVI) Limited (“Allegro Investment”), a company incorporated in the British Virgin Islands (“BVI”)
with 50% shareholdings held by Chan Kok Wei and Ong Bee Chen, respectively, of 24,000 shares and 6,000 EvoAir Shares, respectively,
or approximately 0.02% and 0.01% of the Then Enlarged Share Capital, respectively. |
| (B) |
On
December 20, 2021, Dr. Low, Chan Kok Wei, Ong Bee Chen and certain sellers (“WKLEE Sellers”) entered into a share exchange
agreement with WKL Eco Earth Holdings, pursuant to which Dr. Low, Chan Kok Wei, Ong Bee Chen and WKLEE Sellers agreed to sell all
their ordinary shares of WKL Eco Earth Sdn Bhd (“WKL Eco Earth”) to WKL Eco Earth Holdings in consideration for the allotment
and issuance to WKL Global, Allegro Investment and WKLEE Sellers of 49,320 EvoAir Shares, 8,280 EvoAir Shares and in aggregate 14,400
shares, respectively, or approximately 0.05%, 0.009% and in aggregate 0.014%, respectively, of the Then Enlarged Share Capital. |
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|
| (C) |
On
December 20, 2021, Tan Soon Hock, Ivan Oh Joon Wern and certain relevant interest holders (“Relevant Interest Holders”)
entered into an investment exchange agreement with WKL Eco Earth Holdings, pursuant to which Tan Soon Hock, Ivan Oh Joon Wern and
the Relevant Interest Holders agreed to sell all relevant interests in the EvoAir International and its subsidiaries to WKL Eco
Earth Holdings in consideration for the allotment and issuance of 7,037,762 EvoAir
Shares, 2,520,000 EvoAir
Shares and in aggregate 6,001,794 EvoAir
shares, respectively, or approximately 6.91%, 2.48%
and in aggregate 5.90%,
respectively, of the Then Enlarged Share Capital. The board of directors and majority shareholders of the Company have approved the
transaction. |
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|
| (D) |
On
December 20, 2021, Dr. Low entered into two deeds of assignment of intellectual properties with WKL Eco Earth Holdings, in respect
of Dr. Low’s patents and patent applications relating to eco-friendly air-conditioner condenser (external unit), evoairTM
and the trademarks and trademark applications described in the deeds of assignment thereunder, and in respect of Dr. Low’s
patents and patents applications relating to the portable air-conditioner, e-Cond EVOTM and the trademarks and trademark
applications as described in the deeds of assignment thereunder (together, the “IP Assignments”). Pursuant to the IP
Assignments, WKL Global, Allegro Investment and certain nominees shall be allotted and issued 63,362,756 EvoAir Shares, 14,297,259
EvoAir Shares and in aggregate 5,487,752 EvoAir Shares, respectively or approximately 62.25%, 14.05% and in aggregate 5.39%, respectively
of the Then Enlarged Share Capital in consideration for the IP Assignments. |
EvoAir
Transaction, Change of Control Transaction and Allotment Transactions are collectively referred to as the “Transactions”.
The closing of the Transactions (“Closing”) occurred on December 20, 2021 (the “Closing Date”).
From
and after the Closing Date, at which time EvoAir International transferred its HVAC business to the Company, the Company’s primary
operations will consist of the prior operations of EvoAir International and its subsidiaries.
EvoAir
International is a company incorporated in BVI on November 17, 2021. Effective from the December 20, 2021, it wholly owns WKL Eco Earth
Holdings, a company incorporated in Singapore on July 12, 2018, which in turn wholly owns (a) WKL Eco Earth, a Malaysian company incorporated
on May 17, 2017, and (b) WKL Green Energy, a Malaysian company incorporated on October 24, 2017. WKL Eco Earth Holdings acquired (c)
EvoAir Manufacturing (M) Sdn Bhd (“EvoAir Manufacturing”) on April 19, 2021, a Malaysian company incorporated on March 22,
2019, as well as acquiring (d) WKL EcoEarth Indochina Co Ltd (“WKL EcoEarth Indochina”), a Cambodia company incorporated
on February 4, 2021, (e) WKL Guanzhe Green Technology Guangzhou Co Ltd (“WKL Guanzhe”), a Chinese company incorporated on
April 6, 2021. EvoAir Manufacturing wholly owns (f) Evo Air Marketing (M) Sdn Bhd (“Evo Air Marketing”), a Malaysian company
incorporated on February 2, 2021.
On
June 15, 2022, the Company filed a Certificate of Amendment (the “Amendment”) to the Articles of Incorporation with Nevada’s
Secretary of State to change the name of the Company from Unex Holdings Inc. to EvoAir Holdings Inc. (the “Name Change”),
and the Name Change became market effective on November 4, 2022. Effective on November 11, 2022, the Company’s shares began trading
under the new ticker symbol “EVOH”.
Round
2 Stockholders
The
Company entered into a series of offerings for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of
$2.50, as follows:
| ● |
On
February 15, 2022, the Company entered into certain share subscription agreement with Ms. Ang Lee Kim Jane, who is a “non-U.S.
Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to
which the Company agreed to issue and sell 74,074 shares of Common Stock, at a per share purchase price of $2.50, as part of a series
of offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The
gross proceeds were $185,185. |
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|
| ● |
On
June 3, 2022, the Company entered into certain share subscription agreement with Mr. Wong Hon Wai who is a “non-U.S. Persons”
as defined in Regulation S of the Securities Act pursuant to which the Company agreed to issue and sell 5,000 shares of Common Stock,
at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate of up to 6,000,000 shares
of Common Stock at a per share purchase price of $2.50. The gross proceeds were $12,500. |
| ● |
On
October 25, 2022, the Company entered into Regulation S share subscription agreements with eight investors, each of whom represented
that it was a “non-U.S. Persons” as defined in Securities Act. On the same date, the Company entered into Regulation
D share subscription agreements with two investors, each of whom represented that it was an “Accredited Investors” as
defined in Regulation D of the Securities Act. Pursuant to the share subscription agreements, the Company agreed to issue and sell
in aggregate, (i) 129,621 shares of Common Stock to the Regulation S investors, and (ii) 15,000 shares of Common Stock to the Regulation
D investors, respectively, at a per share purchase price of $2.50, as part of a series of offerings by the Company for an aggregate
of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $361,553. |
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|
| ● |
On
February 20, 2023, the Company entered into Regulation S share subscription agreements with eleven investors, each of whom represented
that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription
agreements, the Company agreed to issue and sell in aggregate, 57,783 shares of Common Stock to the Regulation S investors, at a
per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares
of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were $144,443. |
| |
|
| ● |
On
July 13, 2023, the Company entered into Regulation S share subscription agreements with 31 investors, each of whom represented that
it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreements,
the Company agreed to issue and sell in aggregate, 250,132 shares of Common Stock to the Regulation S Investors, at a per share purchase
price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at
a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $625,330. |
| |
|
| ● |
On
September 7, 2023, the Company entered into Regulation S share subscription agreements with 71 investors, each of whom represented
that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription
agreements, the Company agreed to issue and sell in aggregate, 365,164 shares of Common Stock to the Regulation S investors, at a
per share purchase price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares
of Common Stock at a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $912,889. |
| |
|
| ●
|
On
November 21, 2023, the Company entered into a Regulation S share subscription agreement with Wong Chun Shoong who represented that
he was a “non-U.S. Persons” as defined in Regulation S of the Securities Act. Pursuant to the share subscription agreement,
the Company agreed to issue and sell in aggregate, 8,658 shares of Common Stock to the Regulation S investors, at a per share purchase
price of $2.50 as part of a series of the offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at
a per share purchase price of $2.50. The gross proceeds in aggregate were approximately $21,645. |
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Reverse Stock Split |
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On April 12, 2024, the Company’s board of directors (the “Board”)
unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), at a ratio of 1-for-4. Following such resolution, on September 9, 2024, the Company filed a Certificate of Amendment (the
“Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the reverse stock split, with an
effective time of 9:00AM. Eastern Time on September 11, 2024 (the “Reverse Stock Split”). |
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|
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Split Adjustment; Treatment of Fractional Shares |
| |
|
| |
As a result of the 1:4 Reverse Stock Split, each 4 pre-split shares of
Common Stock outstanding will automatically combine into one new share of Common Stock without any action on the part of the holders,
and the number of outstanding shares of Common Stock was reduced from 102,742,362 shares to 25,685,591 shares (subject to rounding up
of fractional shares to the nearest whole number). |
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|
| |
No fractional shares was issued in connection with the Reverse Stock Split.
Fractional shares were rounded up to the nearest whole number |
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|
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Share Issuance |
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|
| |
On November 25, 2024, the Company issued, in aggregate, 679,516 shares
of Common Stock, representing 2.5% to certain consultant in consideration for their
services in relation to proposed initial public offering. |
| |
|
| |
On November 25, 2024, the Company issued, in aggregate, 815,419 shares
of Common Stock, representing 3.0% to certain consultant in consideration for their
consulting services. |
Details
of the Company’s subsidiaries:
SUMMARY OF CONSOLIDATED SUBSIDIARIES
| Subsidiaries of EVOH | |
Attributable interest | |
| EvoAir International Limited (British Virgin Islands) | |
| 100 | % |
| Subsidiary of EvoAir International Limited | |
| | |
| WKL Eco Earth Holdings Pte Ltd (Singapore) | |
| 100 | % |
| Subsidiaries of WKL Eco Earth Holdings Pte Ltd | |
| | |
| WKL Eco Earth Sdn Bhd (Malaysia) | |
| 100 | % |
| WKL Green Energy Sdn Bhd (Malaysia) | |
| 100 | % |
| EvoAir Manufacturing (M) Sdn Bhd (Malaysia) | |
| 67.5 | % |
| WKL EcoEarth Indochina Co Ltd (Cambodia) | |
| 55 | % |
| WKL Guanzhe Green Technology Guangzhou Co Ltd (China) | |
| 55 | %* |
| Subsidiary of EvoAir Manufacturing (M) Sdn Bhd | |
| | |
| Evo Air Marketing (M) Sdn Bhd (Malaysia) | |
| 100 | % |
| * | Shareholding increased to 62.5% on August 14, 2024 |
|