UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On July 28, 2026, Lvpai Group Co., Limited (“LVPA”) entered into a Non-Binding Letter of Intent (the “LOI”) in which the Company would acquire all of the issued and outstanding securities of Shanghai Yihang Network Technology Co., Ltd., a Shanghai China Company (“Yihang”).
The LOI contemplates the acquisition of Yihang, by LVPA. Yihang is a leading domestic digital operator for smart airports. The Company independently developed the “Travel U” intelligent terminal, a core entry-level product for airport digital services that redefines industry service standards and operational norms for smart waiting lounge scenarios. Leveraging the high-traffic potential of its airport media platform, the Company builds an aviation travel traffic ecosystem centered on big data technology. It continuously delivers digital solutions targeting the aviation travel consumption market, empowering full-chain upgrades of airport commerce, passenger services and brand marketing.The LOI was entered into following arm’s length negotiations.
The LOI proposes that LVPA would acquire 100% of the issued and outstanding stock of Yihang in exchange for the newly-issued common stock by LVPA to the shareholders of Yihang. The exact number of shares of common stock to be issued shall be determined based on the valuation of Yihang as set forth in a third‑party appraisal report to be prepared by an independent valuation firm after completion of due diligence, and such number shall be calculated in accordance with a formula to be mutually agreed upon in the definitive agreement. The parties acknowledge that the final consideration is subject to such appraisal and will be finalized upon execution of the definitive agreement.
Completion of the transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction and employment agreements, satisfaction of the conditions negotiated therein and approval of the transaction by LVPA’s board of directors, and all applicable state and federa law. No assurance can be given that the parties will be able to negotiate and execute a definitive agreement or that the transactions herein contemplated will close. LVPA will file notice of such agreement with the Securities and Exchange Commission on form 8-K when and if any such agreement is reached.
Statements contained in this Current Report on Form 8-K include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the actual results expressed or implied by such forward-looking statements not to occur or be realized. Forward-looking statements may be identified by the use of forward-looking terminology such as “may”, “will”, “project”, “expect”, “believe”, “estimate”, “anticipate”, “contemplate”, “propose”, “intend”, “continue” or similar terms, variations of those terms or the negatives of those terms or other variations of those terms or comparable words or expressions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURES
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 hereunto duly authorized.
August 5, 2026
Lvpai Group Limited |
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| /s/ Zhao Ling |
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By: | Zhao Ling |
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Title: | CEO |
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