Current Report Filing (8-k)
November 26 2019 - 2:28PM
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
22, 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. ☐
As previously reported in its Current
Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2019, XT Energy Group, Inc. (the
“Company”) announced that on October 29, 2019, it, along with Stanley Hutton Rumbough and Nukkleus Inc., entered into
a letter of intent (the “LOI”) to effect a series of transactions, including, among other matters, “an acquisition
of Rockpool Acquisitions PLC” (“Rockpool”). No acquisition (by the Company, Stanley Hutton Rumbough or any person
acting in concert with the Company or Stanley Hutton Rumbough) of Rockpool is now contemplated by the LOI (as amended on November
22, 2019). It is in fact the current intention that a newly incorporated entity (the “Investor”) to be controlled
by David Chen, the Chief Operating Officer of the Company, and Jian Zhou, the Chairman of the Company, rather than the Company
itself, will make a subscription for 2,545,000 ordinary shares of Rockpool at a price of 12 pence per ordinary share of Rockpool
and a loan in the amount of £1,294,600. The Investor would also be entitled to the issue of warrants allowing it to
subscribe for a further 10,788,333 ordinary shares of Rockpool at a price of 12 pence per ordinary share. The Company has
been advised in writing by Mr. Rumbough, that Mr. Rumbough will make a loan to Rockpool in which case he will be entitled to the
issue of warrants entitling him to subscribe for 416,667 ordinary shares of Rockpool at a price of 12 pence per ordinary share. It
is the Company’s understanding that the issue of both sets of warrants would be conditional upon the obtaining of a Rule
9 “whitewash” pursuant to the UK City Code on Takeovers and Mergers (the “Code”) in respect of the
issue of the ordinary shares of Rockpool pursuant to the warrants.
Additionally, the Company, and any person
acting in concert with the Company, are bound by Rule 2.8 of the Code and reserve the right to set aside the restrictions in Rule
2.8 in the following circumstances: (i) with the agreement of the board of Rockpool; (ii) if a third party announces a firm intention
to make an offer for Rockpool; (iii) if Rockpool announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations
from Rule 9 of the Code) (other than an announcement in relation to the “whitewash” proposal referred to above) or
a reverse takeover (as defined in the Code); and (iv) if there has been a material change of circumstances (as determined by the
Panel on Takeovers and Mergers).”
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 26, 2019
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By:
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/s/ David Chen
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Name: David Chen
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Title: Chief Operating Officer
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