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
September 21, 2015
Date of Report
(Date of Earliest Event Reported)
OGL HOLDINGS LTD.
(Exact Name of Registrant as Specified in its Charter)
RED GROTTO ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55387 47-3165342
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
Shan Shui Commercial Building
24 Floor, Xuyi County, Jiangsu Province
Huai River Town 57, China
(Address of Principal Executive Offices)
0517-88655757
(Registrant's telephone number, including area code
ITEM 3.02 Unregistered Sales of Equity Securities
On September 22, 2015 OGL Holdings Ltd. (formerly Red Grotto
Acquisition Corporation) (the "Registrant" or the "Company") issued shares
of its common stock pursuant to Section 4(2) of the Securities Act of 1933
at par representing 97.5% of the total outstanding 20,000,000 shares of
common stock as follows:
Lim, Kun Lim 5,202,000
Tian, ChunZhi 4,998,000
Jiangsu O.G.L. Ecological
Agriculture Science and
Technology Co., Ltd. 9,200,000
SG Resources Inc. 100,000
With the issuance of the stock and the redemption of 19,500,000 shares
of stock (discussed below), the Company effected a change in its control and
the new majority shareholder(s) elected new management of the Company. The
Company may develop its business plan by future acquisitions or mergers but
no agreements have been reached regarding any acquisition or other business
combination. If the Company makes any acquisitions, mergers or other business
combination, the Company will file a Form 8-K but until such time the Company
remains a shell company.
ITEM 5.01 Changes in Control of Registrant
On September 21, 2015, the following events occurred which resulted in
a change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001 per
share for an aggregate redemption price of $1,950.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed on
March 2, 2015, as amended and supplemented by the information contained
in this report.
The Registrant intends to develop an organic farm in China utilizing
a unique greenhouse and farming technology proprietary to the president of
the Registrant. The Company anticipates offering 2,000,000 shares for public
sale at an offering price $4.00 per share for the development of its ecology
agriculture theme park project.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On September 21, 2015 James M. Cassidy resigned as the Registrant's
president, secretary and director and James McKillop resigned as the
Registrant's vice president and director.
On September 21, 2015, the following persons were elected as directors
of the Registrant :
Lim, Kun Lim
Tian, ChunZhi
Cheng, Yee Fai Fred
On September 21, 2015, the following persons were appointed to serve in
the offices appearing next to their name:
Lim, Kun Lim Chairman and President
Tian, ChunZhi Chief Executive Officer
Cheng, Yee Fai Fred Chief Financial Officer
Lim, Kun Lim serves as President, Chairman and a director of the
Registrant. Mr. Lim is a citizen of Singapore. Mr. Lim graduated from
Singapore National University Department of Industrial Engineering and
Management. He has over 37 years in corporate planning and management.
He is the current president and chairman of Singapore's Organic Company,
China's Jiangsu O.G.L. Organic eco-agricultural science and technology
company, and China's Wuhan eco-agricultural science and technology
company.
Tian, ChunZhi serves as Chief Executive Officer and a director of the
Registrant. Ms. Chunzhi is a permanent resident of Singapore. Ms. Tian
currently works as Chief Financial Officer of Singapore's OGL Organic Group
and participated in the Group's corporate planning, financial management and
daily operations. She also serves as corporate representative and director-
general of China's Jiangsu,Wuhan O.G.L. Organic Company. She has over 29
years experience in finance, accounting and corporate tax management. Ms.
Chunzhi graduated from Wuhan University, department of economics and
management.
Yee Fai Fred Cheng, PhD serves as Chief Financial Officers and a director
of the Registrant. Mr. Cheng is a resident of Hong Kong. He is a certified
public accountant of Hong Kong and Singapore and a chartered accountant in
Canada, New Zealand and Australia. He has over 30 years experience in
corporate structure, planning, accounting, taxation and corporate listing.
He is currently Singapore's O.G.L. Oirganic Group Chief Financial Director
who manages company finances and instructs on company roles. In 2012, he
earned his PhD from York University in the United States with a major in
financial and management.
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 hereunder duly authorized.
OGL HOLDINGS LTD.
/s/Lim, Kun Lim
President
Date: September 22, 2015