Current Report Filing (8-k)
October 17 2019 - 12:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
October 17, 2019 (October 14, 2019)
Bat Group, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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001-36055
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45-4077653
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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Room 104, No. 33 Section D,
No. 6 Middle Xierqi Road,
Haidian District, Beijing, China
(Address of Principal Executive Offices)
+86 (010) 59441080
(Issuer’s telephone number)
(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 to the registrant under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section
12(b) of the Act:
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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Common
Stock, par value $0.001
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GLG
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Nasdaq
Capital Market
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Item 1.01. Entry into a Material Definitive Agreement.
Share Purchase Agreement
On October 14, 2019, Bat Group, Inc. (the
“Company”) entered into certain share purchase agreements (the “SPA”) with Zhuji Xingmai
Network Technology Co., Ltd., (the “Seller”), a limited liability company organized under the laws of People’s
Republic of China (“PRC”), and Hangzhou Yihe Network Technology Co., Ltd. (the “Target”),
a limited liability company organized under the laws of PRC. The Seller is the record holder and beneficial owner of all issued
and outstanding capital stock of the Target. Pursuant to the SPA the Company agreed to transfer to the Seller an
aggregate of 1,253,814 shares (the “Company’s Shares”) of its common stock, par value $0.001 per share
(“Common Stock”), and the Seller agreed to transfer to the Company such number of shares which represents 20%
of the capital stock of the Target (the “Target’s Shares”, and the transaction contemplated therein,
the “Acquisition”)
The parties to the SPA have each made customary
representations, warranties and covenants, including, among other things, (a) the Seller and the Target are duly organized, validly
existing and in good standing under the laws of PRC; (b) all parties are authorized to execute the SPA, (d) the absence of any
undisclosed material adverse effects, and (e) the absence of legal proceedings that affect the completion of the transaction contemplated
by the SPA.
The closing of the Acquisition is subject
to various conditions to closing, including, among other things, (a) Nasdaq’s approval of the listing of the Company’s
Shares; (b) accuracy of the parties’ representations and warranties at the time of closing.
We cannot assure you that any of the approvals
of governmental authorities or other third parties described above will be obtained, and, if obtained, we cannot assure you as
to the date of such approvals. We are not aware of, and the Sellers
and the Target have not identified to us, any material governmental authority or third party approvals or actions that are required
for completion of the Acquisition, except for the approval of NASDAQ for listing of additional shares. It is presently contemplated
that if any such additional approvals or actions are required, those approvals or actions will be sought, but there can be no
assurance that any additional approvals or actions will be obtained.
The SPA is filed as Exhibit 10.1 to this Current
Report on Form 8-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material
terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and
is qualified in its entirety by reference to such exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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BAT
GROUP, INC.
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Date:
October 17, 2019
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By:
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/s/
Jiaxi Gao
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Name:
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Jiaxi
Gao
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Title:
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Chief
Executive Officer
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