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): May 23, 2024
Blue Chip Capital Group, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-273760 | 84-3870355 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 269 South Beverly Drive, Suite 373, Beverly Hills, CA | 90212 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 347-629-1990
N/A
(Former name, former address and former fiscal year, if changed since last report)
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. ☐
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:
| ☐ | 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 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Item 8.01 Other Events
On April 15, 2024, the Board of Directors of Blue Chip Capital Group, Inc. (the “Company”) approved the execution of a Letter of Intent with US Petrochemical Industries, Inc. (“US Petrochemical”), a privately owned company based in Houston, TX, a copy of which Letter of Intent is attached as Exhibit 99.1 hereto, providing for the proposed acquisition, via a share exchange with Laique Rehman, President and sole stockholder of US Petrochemical. The Letter of Intent contemplates that the Company will enter into a share exchange agreement with Mr. Rehman in consideration for which the Company will acquire 100% of Mr. Rehman’s capital stock in US Petrochemical in exchange for a number of shares of the Company’s securities in an amount to be determined based upon a mutually agreed valuation, subject to the review and approval by the Company of the audited and interim financial statements of US Petrochemical for the fiscal years ended 2022 and 2023 and the interim periods of fiscal 2024, as well as receipt by the Company of necessary documentation and information to conduct its due diligence. Each Party will bear its own expense incurred in connection with this Letter of Intent and the subsequent share exchange agreement. The Company believes that it will be able to present final terms of the share exchange agreement withing 30 days of the Letter of Intent, subject to delivery by US Petrochemical of the requisite financial statements and other documentation and information to conduct and complete the Company’s due diligence.
US Petrochemical commenced operations in 1987 and operates worldwide with logistical experience to enhance the quality of areas of business as a leading privately held company engaged in commodities including petrochemicals, petroleum, agriculture and mining. Prior to the pandemic, US Petrochemical had gross revenues of in excess of $100,000,000 and still after rebuilding its market after the pandemic, it reached gross revenues of approximately $40,000,000 in 2023. The Company reasonably believes that US Petrochemical can again achieve and perhaps exceed previous gross revenue levels as part of a public company.
Forward-Looking Statements:
Certain information set forth in this Form 8-K “forward-looking information”, including “future-oriented financial information” and “financial outlook”, under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of US Petrochemical; (ii) completion of the share exchange agreement, assuming satisfactory completion by the Company of due diligence; (iii) the potential benefits of US Petrochemical becoming part of a public company, among other forward-looking statements.
These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements.
Although forward-looking statements contained in this Form 8K are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | Letter of Intent dated May 23, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 thereunto duly authorized.
| Dated: May 29, 2024 | ||
| Blue Chip Capital Group, Inc. | ||
| /s/: James C. DiPrima | ||
| Name: | James C. DiPrima | |
| Title: | Interim Chief Executive Officer | |
