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EX-99.1 - PRESS RELEASE DATED FEBRUARY 13, 2018 - Yangtze River Port & Logistics Ltdf8k021318ex99-1_yangtzeriver.htm

 

 

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): February 13, 2018

 

YANGTZE RIVER PORT AND LOGISTICS LIMITED

(Exact name of registrant as specified in its charter)

 

Nevada   001-38062   27-1636887
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (IRS Employer
Identification No.)

 

41 John Street, Suite 2A, New York, NY   10038
(Address of principal executive offices)   (Zip Code)

 

  (646) 861-3315  
  Registrant’s telephone number, including area code:  

 

  Yangtze River Development Limited  
  (Former name or former address, if changed since last report)  

 

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 (see General Instruction A.2.below):

 

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 240.13c-4(c))

 

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.     ☐

 

 

 

 

 

 

Item 8.01 Other Events.

 

On February 13, 2018, Yangtze River Port and Logistics Limited (the “Company”) issued a press release announcing that the Company’s Board of Directors authorized the Company to pursue a plan for a spin-off transaction in which shares of Yangtze River Blockchain Logistics Limited (the “Subsidiary”), the Company’s wholly-owned subsidiary, would be distributed to the Company’s stockholders on a pro rata basis and in a manner intended to qualify as generally tax-free for U.S. federal income tax purposes. The spin-off transaction would be subject to certain conditions, including final approval by the Company’s board of directors and compliance with applicable securities laws.

 

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number   Description
Exhibit 99.1   Press Release dated February 13, 2018

 

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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.

 

  YANGTZE RIVER PORT AND
LOGISTICS LIMITED
   
Date: February 13, 2018 By: /s/ Xiangyao Liu
   

Xiangyao Liu

President & CEO

 

 

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