Amended Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k/a)
November 23 2020 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 6-K/A
(Amendment No. 1)
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16 under
the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
December 26, 2019
Commission File Number: 1-35016
SGOCO Group, Ltd.
21/F,
8 Fui Yiu Kok Street,
Tsuen
Wan, New Territories,
Hong
Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or
will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
The financial statements attached hereto as Exhibit 99.1 are
hereby incorporated by reference to the Registration Statement on Form F-3 (File No. 333-176437) of the Company.
EXPLANATORY NOTE
On December 26, 2019, SGOCO Group, Ltd.
(the “Company”) filed a Form 6-K (the “Initial Form 6-K”) to report that the Company entered into a Share
Exchange Agreement (the “Agreement”) with Victor Or for the purchase and sale of Giant Financial Services Limited (“GFS”)
on December 23, 2019. GFS is a private company incorporated in Samoa with its principal business engaged in (i) the development,
operation and management of an online platform specializing in the provision of one-stop financial technology solutions and services,
and (ii) the provision of IT consulting and support services. The Company intends to integrate GFS into its existing platform to
support its current business lines.
The total consideration paid for GFS is $64.3 million, which
shall be satisfied by (a) the allotment of 15,992,000 shares of the Company to be issued to Mr. Or on the closing date, representing
19.9% of the total issued and outstanding shares of the Company as of the date of the Agreement, (b) the payment of $21,794,872
in cash, and (c) the balance satisfied by issuance of a promissory note to Mr. Or. On January 31, 2020, the Company closed its
previously announced acquisition of GFS.
This Form 6-K/A is being filed to provide
the financial statements of GFS and the unaudited pro forma financial information of the Company after giving effect to the consummation
of the acquisition of GFS.
Contents
Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
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Page
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Giant Financial Services Limited Financial Statements:
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Report of Independent Registered Public Accounting Firm
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1
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Balance Sheets as of June 30, 2020 (Unaudited) and December 31, 2019 and 2018
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2
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Statements of Comprehensive Income / (Loss) for the six months ended June 30, 2020 and 2019 (Unaudited) and the years ended December 31, 2019 and 2018
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3
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Statements of Shareholders’ Equity for the six months ended June 30, 2020 and 2019 (Unaudited) and the years ended December 31, 2019 and 2018
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4
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Statements of Cash Flows the six months ended June
30, 2020 and 2019 (Unaudited) and the years ended December 31, 2019 and 2018
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5
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Notes to Financial Statements
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6
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(b) Pro Forma Financial Information
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Giant Financial Services Limited Unaudited Pro Forma Condensed Consolidated Financial Statements:
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Unaudited Pro Forma Condensed Consolidated Financial Information
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FF-1
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Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2019
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FF-2
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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
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FF-3
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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
thereunto duly authorized.
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SGOCO Group, Ltd.
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Date: November 23, 2020
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By:
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/s/ Raleigh Siu Lau
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Raleigh Siu Lau
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President and Chief Executive Officer
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