Current Report Filing (8-k)
November 05 2019 - 4:27PM
Edgar (US Regulatory)
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): November 5, 2019 (October
29, 2019)
XT ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada
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000-54520
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98-0632932
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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No.1 Fuqiao Village, Henggouqiao Town
Xianning, Hubei, China 437012
(Address of principal executive offices)
Registrant’s telephone number, including
area code: +1 (929) 228-9298
N/A
(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: None.
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Not Applicable
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Not Applicable
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Not Applicable
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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 7.01
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Regulation FD Disclosure
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On October 29, 2019, XT
Energy Group, Inc. (the “Company”) held a press conference and signing ceremony to announce the entrance into a letter
of intent (“LOI”) with Stanley Hutton Rumbough and Nukkleus Inc. to effect a series of transactions, including (i)
an acquisition of Nukkleus Inc., a Nevada company listed on OTC Markets, engaged in providing software and technology solutions
to financial services companies; (ii) an acquisition of Rockpool Acquisitions PLC, a special purpose acquisition company listed
on London Stock Exchange, which intends to complete a transaction with Greenview Gas Limited, engaged in various energy related
businesses, upon Greenview’s completion of certain restructuring plan; (iii) an acquisition of all intellectual properties
of EF Hutton, including its trademark “EF Hutton” from Stanley Hutton Rumbough; and (iv) engagement of Stanley Hutton
Rumbough as the Company’s director.
The LOI is not legally
binding; however, parties to the LOI, the Company, Stanley Hutton Rumbough and Nukkleus Inc. agreed, for 90 days from the execution
date of this LOI, to forego all other competing transactions, and to work exclusively with one another to complete the transactions
described in the LOI, subject to final contracts, completion of appropriate due diligence and other closing conditions.
Additionally, at the press
conference, the Company discussed its intent to acquire Shearson financial Services, LLC, a brokerage firm based in Florida, and
Avatar Securities, LLC, a proprietary trading firm based in New York. As a result of these transactions, the Company plans to
extend its reach to energy, gold, foreign-exchange, third-party payment and fintech sectors.
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.
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XT Energy Group, Inc.
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Date: November 5, 2019
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By:
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/s/ Denghua Zhou
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Name: Denghua Zhou
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Title: Chief Executive Officer
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