Item 5.01
Changes in Control of Registrant.
The disclosures in Items 1.01
and 2.01 of this Current Report on Form 8-K are incorporated by reference herein.
As a condition to the closing
of the Securities Purchase Agreement and effective as of the Closing, Michael G. Magnusson resigned as President and Chief Executive Officer
of the Company, Harold M. Lyons resigned as Chief Financial Officer, Treasurer, Senior Vice President, Finance and Secretary of the Company,
and Michael G. Magnusson, Toni M. Perazzo, Roy E. Hahn, Evan M. Wallach and David P. Wilson resigned as directors of the Company effective
as of 12:01 a.m. Pacific Time on October 1, 2021.
Effective as of 12:01 a.m.
Pacific Time on October 1, 2021, Yucheng Hu, Florence Ng, Jianan Jiang, Qin Yao and Siyuan Zhu (the “Incoming Directors”)
were appointed to serve as members on the Board of Directors of the Company. The Incoming Directors were designated by the Plan Sponsor
pursuant to the Plan Sponsor Agreement to hold office until the next annual meeting of the Company’s stockholders. The Board of
Directors of the Company also appointed Mr. Hu to serve as Chairman, President and Chief Executive Officer of the Company, Ms. Ng to serve
as its General Counsel and Vice President of Operations and Qin (Carol) Wang to serve as its Chief Financial Officer, Secretary and Treasurer.
As a result of the purchases
by the Plan Sponsor pursuant to the Plan Sponsor Agreement and the Securities Purchase Agreement, the Plan Sponsor, in the aggregate,
beneficially owned approximately 65% of the outstanding shares of Common Stock of the Company immediately following the Closing.
The
foregoing actions represent a change of control of the Company. Except as described in this Current Report on Form 8-K, no arrangements
or understanding exist among present or former controlling stockholders with respect to the election of members of the Board of Directors
of the Company and, to the Company’s knowledge, no other arrangements exist that might result in a change of control of the Company.
The Plan Sponsor used personal funds to acquire the ACY Common Stock. The Plan Sponsor did not borrow any funds to acquire
the ACY Common Stock.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The disclosures regarding
the resignations of Michael G. Magnusson, Harold M. Lyons, Toni M. Perazzo, Roy E. Hahn, Evan M. Wallach and David P. Wilson, the appointment
of the Incoming Directors as members of the Board of Directors of the Company, and the appointments of Mr. Hu to serve as Chairman, President
and Chief Executive Officer of the Company, Ms. Ng to serve as its General Counsel and Vice President of Operations and Qin (Carol) Wang
to serve as its Chief Financial Officer, Secretary and Treasurer in Item 5.01 above is incorporated into this Item 5.02 by reference.
Effective as of 12:01 a.m.
Pacific Time on October 1, 2021, the Board consisted of five (5) directors: Yucheng Hu, Florence Ng, Jianan Jiang, Qin Yao, Siyuan Zhu.
In addition, Qin Yao, Siyuan Zhu and Jianan Jiang were appointed as members of the Company’s Audit Committee and Compensation Committee.
Ms. Siyuan Zhu will serve as the chairperson of the Audit Committee and Mr. Jianan Jiang will serve as the chairperson of the Compensation
Committee. Mr. Yucheng Hu and Florence Ng were appointed as members of the Company’s Executive Committee.
Mr. Yucheng Hu, Chairman,
President and Chief Executive Officer, age 36. Mr. Hu is the founder of Chengdu Quleduo Technology Co., Ltd., and has served as its
Chief Executive Officer since 2011. Mr. Hu is a successful entrepreneur with over 15 years of experience in the internet industry. Mr.
Hu established the Xiyou online mobile game platform (wwwx52xiyou.com), which is a popular online gaming platform in China. Mr. Hu has
also formed various software programming studios, such as the Mengqu studio, and has developed various mini-programs for social media
applications such as the “click-and-play” application for instance on-line games access.
Ms. Florence Ng, General
Counsel and Vice President of Operations, age 57. Ms. Ng is a lawyer qualified in Hong Kong Special Administrative Region since 2011,
specializing in international cross border mergers and acquisitions transactions and corporate commercial matters. Ms. Ng is currently
an independent non-executive director of China Internet Investment Finance Holdings Limited (stock code: 810) since 2013, a company listed
on the Hong Kong Stock Exchange, and has served as a legal consultant for ATIF Holdings Limited (stock code: ATIF) since 2019, which is
a company listed on the Nasdaq Stock Market. Ms. Ng holds a Bachelor’s degree in Art from San Francisco State University, a Bachelor’s
degree in Laws from University of London, and a Master’s degree in Laws from the City University of Hong Kong with distinction award.
Mr. Jianan Jiang, age
36. Since February 2019, Mr. Jiang has been serving as the lead data scientist for Stori Card in Washington, DC, which is a fast-growing
Fintech company using Artificial Intelligence technology to provide better financial products for the underserved community in Latin America.
Prior to that, he worked as data analyst and data science manager for Capital One from October 2014 to January 2019. Mr. Jiang served
as co-founder and chief executive office of Schema Fusion LLC from May 2013 to September 2014. Mr. Jiang received his Bachelor’s
degree in Civil Engineering from Qingdao Technological University in 2008, and received his Master of Science in Management Science and
Engineering from Tongji University in 2011, and received his Master of Science in Engineering and Technology Innovation Management from
Carnegie Mellon University in 2013.
Ms. Qin Yao, age 39.
Ms. Yao is currently an information engineer at Tencent Holdings Co., Ltd (stock code: 00700), a company listed on the Hong Kong Stock
Exchange, and responsible for the products and market expansion of Tencent’s industrial Internet Sector since 2017. From 2010 to
2017, Ms. Yao has served as an electronic information engineer in China United Network Communications Co., Ltd. Ms. Yao has more than
10 years of investment experience in the field of cloud computing, big data, artificial intelligence and technology information services.
She also has profound knowledge of financial planning, financial budgeting and financial risk management related to the cloud business.
Ms. Yao holds a Bachelor’s degree in Electronic Information Engineering from the University of Electronic Science and Technology
in Chengdu in 2004.
Ms. Siyuan Zhu, age
37. Ms. Zhu is currently a senior finance manager of Asia Region of IAC (Shanghai) Management Co., Ltd. since 2016. From 2013 to 2015,
Ms. Zhu has served as a finance manager in IAC (Shanghai) Automotive Component Technology Co., Ltd. Prior to 2013, Ms. Zhu held various
positions at KPMG Huazhen for a total of seven years and served as a program manager from 2011 to 2013. Ms. Zhu has served as an independent
director of TD Holdings, Inc. (NASDAQ: GLG) from May 2019 to April 2021. Ms. Zhu holds a Bachelor’s degree in Foreign Language and
Literature from Shanghai International Studies University. Ms. Zhu is a certified public accountant in China.
On October 1, 2021 and in
connection with the appointment of the Incoming Directors, the Board approved a form of independent director agreement (the “Independent
Director Agreement”), a copy of which is filed herewith as Exhibit 10.4 and incorporated by reference herein. On October 1,
2021, the three independent directors of the Company, being Mses. Yao and Zhu, and Mr. Jiang, each entered into the Independent Director
Agreement with the Company. Pursuant to the Agreement, during the term of service as a director of the Company, each independent director
of the Company shall be entitled to an annual fee, plus reimbursement of expenses. In connection with their appointments as independent
directors of the Company, Mses. Yao and Zhu, and Mr. Jiang will each receive
an annual director’s fee in the amount of $18,000.
Except as disclosed in this
Current Report, there are no arrangements or understandings with any other person pursuant to which the Incoming Directors were appointed
as directors of the Company. There are also no family relationships between the Incoming Directors and any of the Company’s directors
or executive officers. Except as disclosed in this Current Report, the Incoming Directors have no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On September 30, 2021 and effective
as of the Closing, the Board elected Mr. Hu to serve as Chairman, President and Chief Executive Officer of the Company, Ms. Ng to serve
as its General Counsel and Vice President of Operations and Qin (Carol) Wang to serve as its Chief Financial Officer.
Ms. Qin (Carol) Wang, Chief
Financial Officer, Company Secretary and Treasurer, age 32. Ms. Wang has been an independent financial consultant since June 2020,
specializing in merger and acquisition transactions for companies listed on the Nasdaq Stock Market and New York Stock Exchange. Prior
to that, Ms. Wang has served as the finance controller and financial advisor of TD Holdings, Inc. (NASDAQ: GLG) from February 2018 to
May 2020. From July 2016 to January 2018, Ms. Wang served as a senior investment manager for Yikuan Asset Management Company. Ms. Wang
began her career at Ernst & Young where she served as a senior auditor from September 2012 to June 2015. She is skilled in merger
and acquisition transactions, US GAAP and IFRS financial reporting, implementing new accounting standards, corporate financial management
and planning. Ms. Wang holds a Master’s degree in Finance from Renmin University of China and a Bachelor’s degree in Economics
from Donghua University. Ms. Wang is a certified public accountant and is a member of the Chinese Institute of Certified Public Accountants.
In connection with his appointment
as Chairman, President and Chief Executive Officer, and as an executive director
of the Company, Mr. Hu entered into the Company’s standard form of employment agreement, effective as of October 1, 2021,
which provides for an annual base salary of $192,000. In addition, Mr. Hu shall be eligible to receive an annual target cash bonus and
equity-based incentive compensation, as determined by the Board and the Compensation Committee of the Board, employee benefits as may
be determined by the Company in its sole discretion, and reimbursement of expenses in the course and scope of authorized Company business.
Mr. Hu’s employment is at-will and may be terminated at any time for any reason.
In
connection with her appointment as General Counsel and Vice President of Operations, and as an executive director of the Company, Ms.
Ng entered into an employment agreement, effective as of October 1, 2021 (the “Ng Employment Agreement”), for a term
of three (3) years, which provides for an annual salary of $165,000 and a one-time signing fee of $18,750, plus reimbursement of
expenses. Ms. Ng will also be covered under an insurance policy that the Company
will maintain providing directors’ and officers’ liability insurance. In addition, Ms. Ng is also eligible for participation
in any health insurance coverage plan that currently exists or may be subscribed to by the Company in the future.
In connection with her appointment
as Chief Financial Officer, Company Secretary and Treasurer of the Company, Ms. Wang entered into the Company’s standard form of
employment agreement, effective as of October 1, 2021, for a term of three (3)
years, which provides for an annual base salary of $120,000. In addition, Ms. Wang shall be eligible to receive an annual target
cash bonus and equity-based incentive compensation, as determined by the Board and the Compensation Committee of the Board, employee benefits
as may be determined by the Company in its sole discretion, and reimbursement of expenses in the course and scope of authorized Company
business.
Except as disclosed in this
in this Current Report, there are no arrangements or understandings with any other person pursuant to which Mr. Hu was appointed as Chairman,
President and Chief Executive Officer of the Company, Ms. Ng was appointed as General Counsel and Vice President of Operations, and Ms.
Wang as Chief Financial Officer, Company Secretary and Treasurer of the Company. There are also no family relationships among Mr.
Hu, Ms. Ng and Ms. Wang and any of the Company’s directors or executive officers. Except as disclosed in this in this Current Report,
Mr. Hu, Ms. Ng and Ms. Wang have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
The foregoing description
of the form of employment agreement and the Ng Employment Agreement do not purport to be complete and is qualified in its entirety by
reference to the full text of the form of employment agreement the Ng Employment Agreement, which are filed as Exhibits 10.5 and 10.6
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On September 29, 2021, in
connection with the Securities Purchase Agreement, the certificate of incorporation of the Company was amended and restated in its entirety.
Effective upon the consummation of the transactions described in Item 1.01 of this Current Report on Form 8-K, the bylaws of the Company
were amended and restated in their entirety.
Among the changes contained
in the amended and restated certificate of incorporation are an increase in the authorized number of shares of common stock, a restatement
of the rights and privileges of holders of shares of common stock (e.g. voting rights, rights to dividends and distributions and rights
upon liquidation), a restatement of the right of the Board of Directors to designate by resolution one or more series of preferred stock
and fix the rights and preferences of holders of shares of preferred stock, a restatement of the size of the Board of Directors and term
of directors, a restatement of the elimination of cumulative voting in elections of directors, a restatement of the ability of stockholders
to provide advance notice of nominations for the election of directors and proposals for other business to be considered by stockholders,
a restatement of the limitations on director liability, a statement of the election not be governed by Section 203 of the Delaware General
Corporations Law, a restatement of the power of the Board of Directors to adopt bylaws and the manner in which bylaws can be amended,
a restatement of the manner in which the certificate of incorporation can be amended, and the addition of an exclusive forum selection
of the Court of Chancery of the State of Delaware for certain matters. The foregoing description of the changes contained in the Second
Amended and Restated Certificate of Incorporation of the Company. does not purport to be complete and is qualified in its entirety by
reference to the full text of the Second Amended and Restated Certificate of Incorporation, which is filed herewith as Exhibit 3.1 and
is incorporated herein by reference.
Among the changes contained
in the amended and restated bylaws are restatements of the provisions regarding the maintenance of the registered office and other offices;
the conduct of meetings of stockholders (including timing of such meetings, notices of such meetings, record dates of such meetings, quorum
requirements of such meetings, voting at such meetings, stockholder nominations and proposals at such meetings and solicitation of proxies
in connection with such meetings) and actions by stockholder consent in lieu of a meeting; the size of the Board of Directors, term of
directors, meetings of directors and actions by director consent in lieu of a meeting; the appointment, term and power of officers; the
indemnification of corporate agents; the issuance and transfer of stock certificates; and the addition of an exclusive forum selection
of the Court of Chancery of the State of Delaware for certain matters. The foregoing description of the changes contained in the Second
Amended and Restated Bylaws of the Company does not purport to be complete and is qualified in its entirety by reference to the full text
of the Second Amended and Restated Bylaws, which is filed herewith as Exhibit 3.2 and is incorporated herein by reference.