UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: July 31, 2021
or
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File No. 333-213698
CLANCY CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 30-0944559 | |
| (State or other jurisdiction of | (I.R.S. employer | |
| incorporation or formation) | Identification No.) |
2nd Floor, BYD, No. 56, Dongsihuan South Road,
Chaoyang District, Beijing, China 100023
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: +86-189-1098-4577
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated Filer | ☒ | Smaller reporting company | x |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of the last business day of the Issuer’s most recently completed second fiscal quarter, January 31, 2021, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $261,457,749.
As of November 12, 2021, there were shares of Common Stock, $0.001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None
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This Form 10-K/A amends the Annual Report on Form 10-K of Clancy Corp. for the fiscal year ended July 31, 2021 (the “Original Filing”), as filed with the Securities and Exchange Commission on November 12, 2021 to revise Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The revision corrects a typographical error of a shareholder name and an inadvertent error on the percentage shareholding of a shareholder.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications pursuant to Section 302 of the Sarbanes-Oakley Act of 2002 by our principal executive officer and principal financial officer are filed as exhibits to this Amendment. Since no financial statements are included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications are omitted.
Except as described above, no other changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update in any other way any other of the financial or other information contained in the Original Filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the date of the Original Filing by (i) each named executive officer, (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as a group.
Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person. The address of each person is deemed to be the address of the issuer unless otherwise noted. The percentage of common stock held by each listed person is based on 153,105,464 shares of common stock outstanding as of the date of this filing.
Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person. The address of Mr. Meng is the address of the Company.
| Name of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class | ||||||
| Officers and Directors | ||||||||
| Xiangying Meng | 78,403,250 | 51.2 | % | |||||
| All officers and directors as a group (1 individual) | 78,403,250 | 51.2 | % | |||||
| Greater than 5% Holders | ||||||||
| Lei Xu(1) | 15,000,000 | 9.8 | % | |||||
| Meillon Equity Transfer Agency Services Ltd.(2) | 31,000,000 | 20.2 | % | |||||
| Fusheng Lei(3) | 14,000,000 | 9.1 | % | |||||
| Xingyue Liu(4) | 7,700,000 | 5.0 | % | |||||
| (1). | The address of the shareholder is Shayang Road South, Rm 1602, Unit 3, Bld 7, Shahe Township, Changping District, Beijing, China. |
| (2). | The address of the shareholder is 1142 S. Diamond Bar Blvd. Suite 450, Diamond Bar, Ca 91765. The control person of the shareholder is Mr. Fusheng Lei. |
| (3). | The amount excludes 31,000,000 shares of common stock held by Meillon Equity Transfer Agent Services Ltd. The address of the shareholder is Room 1401, Building 43, Area B, Linken Park, Yizhuang Town, Daxing District, Beijing, China. |
| (4). | The address of the shareholder is Unit 1504, Unit 1, Building 7, Yard 15, Demao Street, Yinghai Town, Daxing District, Beijing, China. |
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PART IV.
Item 15. Exhibits, Financial Statement Schedules.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CLANCY CORP. | ||
| Dated: December 13, 2021 | By: | /s/ Xiangying Meng |
| Xiangying Meng | ||
| President and CEO (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Xiangying Meng | President, CEO and Director | December 13, 2021 | ||
| Xiangying Meng | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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