Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 16 2022 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
HAPPINESS DEVELOPMENT GROUP LIMITED
(Exact name of registrant as specified in its charter)
No. 11, Dongjiao East Road, Shuangxi, Shunchang,
Nanping City
Fujian Province, People’s Republic of
China
+86-0599-782-8808
(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 Form40-F.
Form 20-F ☒ Form40-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): ☐
Entry into Material Definitive Agreements
Happiness Development Group Limited (the “Company”)
and certain non-U.S. investors (the “Purchasers”) entered into certain securities purchase agreement on March 10, 2022
(the “Purchase Agreement”) relating to the offer and sale of 19,200,000 Class A ordinary shares (the “Shares”),
par value $0.0005 per share (the “Ordinary Shares”) in a registered direct offering (the “Offering”).
Pursuant to the Purchase Agreement, the Company
agreed to sell 19,200,000 Ordinary Shares at a per share purchase price of $0.35, for gross proceeds of $6,720,000, before deducting any
estimated offering expenses. The closing of the Offering will occur on or about March 15, 2022.
The Company currently intends to use the net proceeds
from the Offering for the development of the Company’s auto business under the brand of “Taochejun”, working capital
and other general corporate purposes.
A copy of the form of the Purchase Agreement is
attached hereto as Exhibit 1.1, and is incorporated herein by reference. The foregoing summary of the terms of the Purchase Agreement
is subject to, and qualified in its entirety by, such document.
On March 11, 2022, the Company issued a press
release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
A copy of the legal opinion issued by the Company’s Cayman counsel Campbells is attached hereto as Exhibit 5.1.
The sale and offering of the Shares pursuant
to the Purchase Agreement was effected as a takedown off the Company’s shelf registration statement on Form F-3, as amended (File
No. 333-250026), which became effective on November 23, 2023 (the “Registration Statement”).
Financial Statements and Exhibits.
Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities and 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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Happiness Development Group Limited |
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Date: March 15, 2022 |
By: |
/s/ Xuezhu Wang |
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Xuezhu Wang
Chief Executive Officer |
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