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~~July 302, 2025

LiquidValue Development Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-55038

27-1467607

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4800 Montgomery Lane, Suite 210

Bethesda, MD

20814

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 301-971-3940

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐	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.

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. ☐

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~The~~On July 2, 2025, the Board of Directors of LiquidValue Development Inc., ~~a Nevada corporation~~ (the “Company”) ~~has~~dismissed ~~determined~~Grassi ~~that~~& itCo., isCPAs, ~~advisable~~P.C. (“Grassi”) toas ~~restructure~~its independent registered public accounting firm. Grassi’s audit report on the Company.’s ~~Subject~~financial tostatements ~~certain~~for ~~terms~~the years ended December 31, 2024 and ~~conditions~~2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the ~~Company~~year ~~intends~~ended toDecember ~~grant~~31, 2024, and during the ~~current~~subsequent ~~stockholders~~interim ofperiod preceding the ~~Company~~ ~~shares~~date of andismissal, ~~entity~~there ~~that~~were ~~will~~(i) ~~hold~~no ~~substantially~~disagreements ~~all~~with ofGrassi ~~the~~on ~~existing~~any ~~assets~~matter of ~~the~~accounting principles ~~Company.~~or ~~Such~~practices, ~~shares~~financial ~~will~~statement bedisclosure ~~distributed to~~or ~~current~~auditing ~~stockholders~~scope inor ~~proportion~~procedure, toand ~~their~~(ii) ~~current~~no ~~ownership~~reportable events (as that term is defined in Item 304(a)(1)(v) of ~~the~~Regulation ~~Company~~S-K).

~~Thereafter, the~~ The Company ~~will~~has ~~engage~~requested inGrassi ato ~~reverse~~furnish ~~merger~~it ~~transaction~~with ~~which~~a ~~will~~letter ~~involve the~~addressed ~~injection~~to ~~of new business operations into~~ the ~~Company~~U.S. ~~Pursuant~~Securities toand ~~our~~Exchange ~~current~~Commission ~~plan,~~stating ~~the~~whether ~~Company’s existing stockholders will~~it ~~collectively~~agrees ~~retain~~with ~~15% of~~ the ~~Company’s~~statements ~~stock~~made ~~upon~~above ~~the~~by ~~completion of this reverse merger transaction, in addition to collectively retaining 100% of~~ the ~~shares of the entity holding the~~ Company~~’s assets prior to the reverse merger~~. The Company~~’s board~~ ofhas ~~directors~~filed ~~believes~~this ~~that~~letter ~~these~~as ~~transactions~~exhibit ~~will~~16.1 ~~result~~to inthis ~~the~~Current ~~Company’s existing stockholders retaining many of the benefits~~Report ofon ~~the~~Form ~~Company’s existing operations while also benefiting from an ownership position in new business operations~~8-K.

~~Acquisition~~On ~~Agreement~~July ~~and~~2, ~~Plan~~2025, the Company engaged HTL International, LLC (“HTL”) as its independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025. The decision to engage HTL was approved by the Company’s Board of ~~Merger~~Directors.

OnDuring ~~May 30, 2025,~~ the ~~Company,~~two ~~entered~~most ~~into~~recent anfiscal ~~Acquisition~~years ~~Agreement~~ and ~~Plan~~through ~~of Merger (~~the ~~“Acquisition~~Engagement ~~Agreement”) with (i) SeD Intelligent Home Inc.~~Date, ~~a Nevada corporation and~~ the ~~majority shareholder of the~~ Company ~~(“SeD”);~~has ~~(ii)~~not ~~LVD~~consulted ~~Merger~~with ~~Corp., a~~HTL ~~Nevada~~regarding corporation and wholly owned subsidiary of the Company (the “Merger Sub”); (iii) Winning Catering Management Limited, a British Virgin Islands corporation (“Winning Group”); (iv) Winning Holdings Limited, a British Virgin Islands corporation (“Winning Holdings”); and (iv) Pure Talent Group Limited, a British Virgin Islands corporation (“PTGL” and collectively, the “Parties”).either:

Pursuant to the terms of the Acquisition Agreement, the Merger Sub will merge with and into Winning Group (the “Merger”), with Winning Group surviving the Merger. Following the Merger, Winning Group will become a wholly owned subsidiary of the Company.

1.	The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that HTL concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2.	Any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

~~In connection~~Item with the Merger and as part of the transaction structure, the Parties also agreed that: 3,754,897,728 new fully paid, non-assessable shares of the Company’s common stock will be issued to Winning Holdings and 234,681,108 shares will be issued to PTGL9.01 AtFinancial ~~the~~Statements ~~closing of these transactions (the “Closing”), (i) Winning Holdings will own 80% of the issued~~ and ~~outstanding shares of the Company; (ii) SeD and other existing stockholders will retain 15% of the Company’s shares; and (iii) PTGL will own 5% of the Company’s shares~~Exhibits.

~~The~~(d) Company intends to receive written consent of its majority shareholder to amend the Company’s Certificate of Incorporation in order to authorize the issuance of common stock adequate to complete the transactions contemplated herebyExhibits. ~~In addition, as noted above, prior to the Closing, the Company will grant the Company’s existing stockholders shares of an entity that will hold substantially all of the Company’s existing assets.~~

Winning Group’s principal line of business is Wing Nin, a Hong Kong food and beverage brand. Renowned for its cart noodles, a Hong Kong staple, Wing Nin sells customizable bowls featuring a choice of noodle bases, a wide array of toppings, and a rich homemade spicy curry sauce. Wing Nin began as a street vendor in the 1960s and has expanded in recent years. Today, Wing Nin has eleven locations across Hong Kong. Wing Nin continues to innovate through product development, improvement in training and operations, and central kitchen automation.

Exhibit No.		Description

16.1		Letter from Grassi & Co., CPAs, P.C.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Acquisition Agreement contains representations, warranties, covenants, and conditions to Closing. The boards of directors of the Company, the Merger Sub, and Winning Group have each approved the Acquisition Agreement and the transactions contemplated therein.SIGNATURES

~~The~~Pursuant ~~foregoing~~to ~~description~~the requirements of the ~~Acquisition~~Securities ~~Agreement~~Exchange ~~and~~Act of 1934, the ~~transactions~~registrant ~~contemplated~~has ~~thereby~~duly ~~does~~caused ~~not~~this ~~purport~~report to be ~~complete~~signed ~~and~~on ~~is qualified in~~ its ~~entirety~~behalf by ~~reference to~~ the ~~full~~undersigned ~~text~~hereunto ofduly ~~the Acquisition Agreement, a copy of which is filed herewith~~authorized.

Forward-Looking Statements

	LiquidValue Development Inc.

Date: July 2, 2025	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Co-Chief Financial Officer

This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements regarding the anticipated consummation of the Merger. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially.

Item 3.02 Unregistered Sales of Equity Securities

The disclosures set forth in Item 1.01 of this Current Report are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Acquisition Agreement and Plan of Merger dated May 30, 2025.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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 hereunto duly authorized.

	LiquidValue Development Inc.
Date: June 5, 2025	By:	/s/ Rongguo Wei
	Name:	Rongguo Wei
	Title:	Co-Chief Financial Officer

Filing Compare · Winning Catering Group, Inc.