YANGTZE RIVER DEVELOPMENT LIMITED (OTCMKTS:YERR) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02Termination of a Material Definitive Agreement.
As previously reported by Yangtze River Development Limited (the
Company) on a Form 8-K filed with the Securities and Exchange
Commission (the SEC) on October 6, 2016, November 23, 2016, on
Form 10-Q filed with the SEC on October 24, 2016 and Amendment
No. 8 to the Form S-1 registration statement on December 20,
2016, the Company, by and among Armada Enterprises GP (Armada)
and Wight International Construction, LLC (Wight), entered into
(i) a Contribution, Conveyance and Assumption Agreement
(Contribution Agreement) dated October 3, 2016, first and second
addendums, dated October 3, 2016 and November 30, 2016,
respectively, and (ii) an Amended and Restated Limited Liability
Company Agreement dated November 16, 2016 (collectively with the
Contribution Agreement, the (Agreement, whereby the Company
acquired 100 million preferred B membership units of Wight, which
would ultimately convert into 100 million LP units in Armada
Enterprises LP. In exchange, the Company issued a $500 million
convertible promissory note (Note) and 50,000,000 shares of the
Companys common stock to Wight. As a result of the Agreement and
the conversion of the Note on November 17, 2016, Wight owns
100,000,000 shares of the Companys common stock representing
36.73% of the Companys voting power and the Company owns 100
million preferred B membership units in Wight representing a
62.5% non-voting equity interest in Wight.
Under the terms of the Agreement, at the first closing, Wight was
required to provide an aggregate total of $200 million, including
$50 million in working capital and $150 million in construction
funding (the Funding) to the Company, by January 18, 2017. Wight
did not provide the Funding on January 18, 2017 and the Company
provided to Wight a Notice of Default and Request for Cure. Wight
proposed to provide $50 million in working capital funding on or
before February 15, 2017 and secure $150 million in construction
funding on or before March 15, 2017. Wight failed to provide the
$50 million in working capital funding as proposed by February
15, 2017. Therefore, the Company, on February 24, 2017 decided to
terminate the Agreement for non-performance by Wight. to the
Agreement, the termination thereof calls for the immediate return
of the 100,000,000 shares of common stock issued by the Company
to Wight.
On February 27, 2017, the Company issued a Termination and Demand
letter to Wight which terminated the Agreement with Wight and
Armada and demanded the return of the 100,000,000 shares of
common stock.
On March 1, 2017, the 100,000,000 shares of the Companys common
stock have been canceled and returned by Wight. The 100,000,000
shares were subsequently returned to the Companys treasury.
The Company reserves the right to pursue any further legal action
with respect to Armadas and Wights default under the Agreement.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| Exhibit 99.1 |
Termination and Demand letter dated February 27, 2017 (incorporated by reference to the Current Form 8-K filed by the Company with the SEC on February 28, 2017) |
|
| Exhibit 99.2 | Press release, dated March 1, 2017 |
About YANGTZE RIVER DEVELOPMENT LIMITED (OTCMKTS:YERR)
Yangtze River Development Limited, formerly Kirin International Holding, Inc., is a holding company. The Company conducts its operations through its subsidiary, Wuhan Yangtze River Newport Logistics Co., Ltd (Wuhan Newport). Wuhan Newport primarily engages in the business of real estate and infrastructural development with a port logistics project located in Wuhan, Hubei Province of China. Wuhan Newport is an infrastructure development project. Its projects include the Wuhan Yangtze River Newport Logistics Center (the Logistics Center) in Wuhan. The Logistics Center will include approximately six operating zones, including a port operation area, a warehouse and distribution area, a cold chain supply logistics area, a rail cargo loading area, an exhibition area, and a mixed residential and commercial community. It focuses on developing a shipping hub with access to various types of cargo transportation and offer complementary services to businesses within its logistics center. YANGTZE RIVER DEVELOPMENT LIMITED (OTCMKTS:YERR) Recent Trading Information
YANGTZE RIVER DEVELOPMENT LIMITED (OTCMKTS:YERR) closed its last trading session 00.00 at 4.02 with 65,000 shares trading hands.