Current Report Filing (8-k)
April 02 2019 - 5:12PM
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):
April 1, 2019
LUBOA
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-199210
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90-1007098
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(State
or other jurisdiction
of incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification No.)
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2nd
Floor, Area A, #59 Longjing 2nd Rd, Baocheng Block 3,
Baoan
District, Shenzhen, China 518000
(Address,
including zip code, of principal executive offices)
+86
18304043465
(Registrant’s
telephone number, including area code)
(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):
[ ]
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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 [X]
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.
On
April 1, 2019, Luboa Group, Inc. (the “Company”) entered into a definitive Share Exchange Agreement (the “Share
Exchange Agreement”) with Bangtong Technology International Limited, a Seychelles International Business Company (“Bangtong
International”), and the shareholders of Bangtong International (the “Shareholders”). Pursuant to the Share
Exchange Agreement, the Shareholders have agreed to transfer all of the ordinary shares of Bangtong International held by them,
constituting all of the issued and outstanding capital stock of Bangtong International, in exchange for 100 million newly issued
shares of the Company’s common stock (the “Shares”) that will, in the aggregate, constitute approximately 89.6%
of the issued and outstanding capital stock of the Company on a fully-diluted basis as of and immediately after the consummation
of the transactions contemplated by the Share Exchange Agreement (the “Closing”).
The
Closing is subject to several conditions, including the following:
●
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The
representations and warranties of each party to the Share Exchange Agreement are true
in all material respects on and as of the date of Closing with the same force and effect
as though made on and as of the date of Closing;
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●
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No
material adverse change shall have occurred with respect to Bangtong International or
the Company;
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●
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The
Company shall have provided Bangtong International and the Shareholders with reasonable
assurances that the Company will be able to file a current report on Form 8-K within
four (4) business days following the Closing containing the requisite audited and unaudited
financial statements and the requisite Form 10-type disclosure regarding Bangtong International
(the “Super 8-K”).
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At
any time prior to the Closing, the parties may terminate the Share Exchange Agreement by mutual written consent. In addition,
the Company or Bangtong International may terminate the Share Exchange Agreement by giving written notice to other parties at
any time prior to the Closing in the event the other parties have breached any material representation, warranty, or covenant
contained in the Share Exchange Agreement in any material respect, if the breach has continued without cure for a period of twenty
days after the notice of breach.
The
foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference
to the Share Exchange Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The
issuance of the Shares to the Shareholders will be made in reliance on the exemption provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Act”), for the offer and sale of securities not involving a public offering, and Regulation
S promulgated thereunder. None of the Shares have been registered under the Act and neither may be offered or sold in the United
States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K does not
constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offering would be unlawful
.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The
information set forth in Item 1.01 above is incorporated by reference herein.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
SIGNATURE
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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LUBOA
GROUP, INC.
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Date:
April 2, 2019
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By:
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/s/
Feng Jiang
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Feng
Jiang
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Chief
Executive Officer
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