ZHRH Corp (Form: 8-K, Received: 10/28/2021 16:01:16)

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): October 25, 2021

ZHRH CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	333-192874	99-0369270
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

50 West Liberty St. Suite 880, Reno, NV 89501

(Address of principal executive offices, including zip code)

775-322-0626

(Registrant’s telephone number, including area code)

Not applicable.

(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:

☐	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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

☐	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).

☐	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 1.01 Entry into a Material Definitive Agreement.

The disclosures in Item 5.02 of this Current Report on Form 8-K are incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Entry into Amendment

On October 25, 2021, ZHRH Corporation (“we,” “our,” “us” or the “Company”) entered into an amendment with Blue Oak Advisory Limited (“Blue Oak”) and Zhonguan Ruiheng Environmental Technology Company Limited (“ZHRH China”) (the “Amendment”), which was an amendment to an original agreement between ZHRH China and Blue Oak dated January 6, 2021, (the “Original Agreement”). The Company was not a party to the Original Agreement between ZHRH China and Blue Oak. The Amendment is effective as of October 25, 2021, and sets forth that Mr. Jean-Michel Doublet is to be appointed as the Company’s Chief Executive Officer and Mr. Lionel Therond is to be appointed as the Company’s Chief Financial Officer. The Amendment was entered into with the intent to set forth renumeration to be received by Mr. Jean-Michel Doublet and Mr. Lionel Therond in connection with any proposed business combination in which the Company acquires ZHRH China. The Company has not entered into any agreements, letters of intent or any other oral or written agreements in connection with any proposed business combination in which the Company acquires ZHRH China, other than the Amendment. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with any proposed business combination in which the Company acquires ZHRH China, or that any such business combination can occur at all (the “Proposed Business Combination”).

Pursuant to the Amendment, each Mr. Jean-Michel Doublet and Mr. Lionel Therond are to provide 25% of their working hours each week to their duties to the Company in exchange for the following: (i) Blue Oak is to receive an increased success fee under the Original Agreement upon consummation of the Proposed Business Combination, (ii) Mr. Jean-Michel Doublet and Mr. Lionel Therond are each to receive 0.5% of the Company’s common stock on a fully diluted basis upon the occurrence of the Proposed Business Combination to vest 50% upon completion of the Proposed Business Combination and 50% 6 months thereafter and (iii) Mr. Jean-Michel Doublet and Mr. Lionel Therond are each to receive additional shares constituting 1.5% of the Company’s then fully diluted common stock to vest upon the Company’s uplisting to the OTCQB or Nasdaq.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Officer and Director Changes

On October 25, 2021, Mr. Brett Lovegrove, who has served as the sole director and officer of the Company since April 13, 2021, resigned from all officer positions with the Company effective on the same date. Mr. Lovegrove’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. A copy of the resignation letter from Mr. Lovegrove to the Company dated October 25, 2021, is filed herewith as Exhibit 17.1.

On October 25, 2021, the Board of Directors (the “Board”) of the Company took the following actions: (i) appointed Mr. Jean-Michel Doublet as the Company’s Chief Executive Officer, (ii) appointed Mr. Lionel Therond as the Company’s Chief Financial Officer and (iii) appointed Mr. Brett Lovegrove as the Chairman of the Board, all effective on the same date.

Mr. Lionel Therond, age 61, is the co-founder and has served as a director of Blue Oak starting from 2016 and continues to serve in such capacity to date. From April 2011 to September 2016, Mr. Therond served as a Managing Director at Standard Bank. Mr. Therond serves as Chief Financial Officer of ADM Energy PLC since August 2020 to the present. Mr. Therond received his degree in Engineering Geology and Geophysics from ENSG Nancy in France in 1983 and his MBA in 1995 from INSEAD in France.

Mr. Jean-Michel Doublet, age 61, is the co-founder and has served as the Chief Executive Officer of Blue Oak starting from 2016 and continues to serve in such capacity to date. Mr. Doublet is a board member of Wentworth Africa Foundation, a UK registered charity that is active in East Africa. From January 2008 to January 2016, Mr. Doublet served as the founding partner at Clermont Energy Partners. Mr. Doublet received his degree in Engineering from the Institut National Agronomique in 1983 and received his Masters Degree in Economics at Stanford. In 1988, Mr. Doublet became a PhD. Candidate in economics at UC Berkeley.

Mr. Doublet is a beneficial owner of 60% of Blue Oak and is the Chief Executive Officer of Blue Oak. Mr. Lionel Therond is a beneficial owner of 40% of Blue Oak and is a director at Blue Oak.

Blue Oak is set to receive remuneration from the Company in connection with the Proposed Business Combination pursuant to the Original Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*†		ZHRH- Blue Oak Advisory Second Agreement dated October 24, 2021.
17.1*		Resignation Letter dated October 25, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

†

Includes management contracts and compensation plans and arrangements.

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.

	ZHRH CORPORATION


Date: October 28, 2021	By:	/s/ Jean-Michel Doublet
		Jean-Michel Doublet
		Chief Executive Officer (principal executive officer)

STRICTLY CONFIDENTIAL

October 24th, 2021

Mr Brett Lovegrove

Executive Chairman and President

ZHRH Corporation

50 West Liberty St., Suite 880

Reno

Nevada

NV 89501, United States of America

Dear Mr. Lovegrove,

RE: ZHRH - Blue Oak Advisory Secondment Agreement

This Secondment Agreement is to be read in conjunction with the Mandate Agreement entered into on January 6^th, 2021 (the “Original Mandate Agreement”), as amended by the Addendum to the Original Mandate Agreement also entered into on today’s date (the “Addendum”), between the following Parties: Zhonghuan Ruiheng Environmental Technology Company Limited (“ZHRH China”) (a company incorporated in the People’s Republic of China) and Blue Oak Advisory Limited (“BOA”) with respect to Project Spice (the “Project”).

This Secondment Agreement takes effect October 25th, 2021 and its object and legal effect is to set the levels of remuneration to received by BOA in respect of the secondment of BOA directors Jean-Michel Doublet as Managing Director and Lionel Therond as Finance Director to ZHRH Corporation (a company incorporated in Nevada) (“ZHRH Corporation”), ahead of the acquisition by ZHRH Corporation of ZHRH China by way of a reverse merger.

It has been agreed between ZHRH Corporation and BOA that each of Jean-Michel Doublet and Lionel Therond will be seconded by BOA as Managing Director and Finance Director respectively, meaning that they will spend at least 25% of their working hours each week on their respective duties as Managing Director and Finance Director of ZHRH Corporation in exchange for the following remuneration paid to BOA:

Increased Success Fee Paid to BOA, for each transaction involving ZHRH Corporation and/or ZHRH China and/or any of their subsidiaries, as per the terms of the Addendum dated October 25th 2021;

Additional equity allocation of fully diluted shares in ZHRH Corporation (post reverse merger) in respect of each of Jean-Michel Doublet and Lionel Therond comprising:

- 0.5% equity allocation of fully diluted shares in ZHRH Corporation upon the completion of the acquisition of ZHRH China by ZHRH Corporation (or a total of 1% between Jean-Michel Doublet and Lionel Therond) to be vested ½ upon completion of the reverse merger and ½ 6 months after the completion of the reverse merger;

- 1.5% equity allocation of fully diluted shares in ZHRH Corporation to BOA in respect of each of Jean-Michel Doublet and Lionel Therond, vested in the following manner: 1/3 (0.5%) each as at Nasdaq (or OTCQB, should this be the preferred choice of the Board of Directors) listing; 0.5% each 6 months later and 0.5% each 6 months later.

In addition it is agreed that each of Jean-Michel Doublet and Lionel Therond will be covered by suitable professional liability insurance as required and to their and BOA’s reasonable satisfaction.

This agreement to be signed and to come into force in conjunction with the Mandate Agreement Addendum to be signed in respect of additional remuneration in respect of equity / capital raises between ZHRH China and BOA, upon the signature of both agreements by both parties.

If this letter accurately reflects the understanding between ZHRH and Blue Oak, we would ask for confirmation that such is the case by signing and returning both enclosed copies.

For ZHRH Corporation
	For BLUE OAK

Brett Lovegrove

Brett Lovegrove	Jean-Michel Doublet
Executive Chairman and President	CEO
Date: 24^th October 2021	Date: 25/10/2021

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(-S- JEAN-MICHEL DOUBLET)

Jean-Michel Doublet

Managing Director, ZHRH

(-S- LIONEL THEROND)

Lionel Therond

Finance Director, ZHRH

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October 25, 2021

To: The Board of Directors of ZHRH Corporation

Gentlemen:

I hereby resign from all positions I may hold as an officer of ZHRH Corporation, a Nevada corporation (the “Corporation”), effective as of the date set forth above.

My resignation is not the result of any disagreement with the Corporation or any other entity on any matter relating to the operations, policies (including accounting or financial policies) or practices of the Corporation.

Sincerely,

/s/ Brett Lovegrove

Brett Lovegrove

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