Current Report Filing (8-k)
November 09 2022 - 10:38AM
Edgar (US Regulatory)
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2022-11-08
2022-11-08
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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 8, 2022
BONANZA
GOLDFIELDS CORP.
(Exact name of registrant as specified in its charter)
Nevada |
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000-53612 |
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26-2723015 |
(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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37th Floor, Singapore Land Tower |
50 Raffles Place |
Singapore 048623 |
(Address of principal executive offices and Zip Code) |
+65
6829
7029
(Registrant’s
telephone number, including area code)
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):
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12) |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each Class |
Trading Symbol |
Name of each exchange on which registered |
Common |
BONZ |
N/A |
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 o
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. o
Item 1.01. Entry into a Material Definitive Agreement.
Marvion Group Limited, a British
Virgin Islands private limited company and subsidiary of Bonanza Goldfields Corp., a Nevada corporation, entered into an Technical Knowhow
License and Servicing Agreement with DataCube Research Centre Limited, a Hong Kong limited company (“DataCube”), pursuant
to which DataCube agreed to provide certain technical knowhow including visual intelligence engine, speech recognition engine, text analytics
engine, emotion recognition engine, motion recognition engine, and AI agent creation engine, during a three-year term in consideration
of an aggregate of Forty-Two Million Dollars ($42,000,000) in accordance with the terms and conditions of that certain Technical Knowhow
License and Servicing Agreement, dated as of November 8, 2022, by and between Marvion Group Limited, a British Islands private limited
company, and DataCube (the “DataCube Agreement”). The consideration is payable in cash or cryptocurrencies. The DataCube Agreement
contains normal and customary provisions relating to indemnification and ownership of intellectual property.
The foregoing description of the
DataCube Agreement is qualified in its entirety by reference to the DataCube Agreement, which is filed as Exhibit 10.1 to this Current
Report and incorporated herein by reference.
DataCube is a subsidiary of China
Information Technology Development Limited (Stock Code: 8178.HK), a company listed in the Stock Exchange of Hong Kong Limited (“CITD”).
CITD and the Company are parties to that certain Share Swap Agreement dated October 25, 2022, pursuant to which the Company agreed to
acquire 26,520,386 Ordinary Shares of CITD, constituting approximately 5.15% of the issued share capital of CITD and approximately 4.9%
of the enlarged issued share capital of CITD, in consideration of 218,574,609 shares of BONZ’s common stock, constituting approximately
11.25% of the issued and outstanding common stock of BONZ and approximately 0.153% of BONZ’s issued and outstanding common stock
and common stock committed to be issued.
The foregoing description of the
Share Swap Agreement and is qualified in it entirety by reference to the Share Swap Agreement, which was filed as Exhibit 10.1 the Current
Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2022, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c). 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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Bonanza Goldfields Corp. |
Dated: November 9, 2022 |
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By: |
/s/ Tee Soo TAN |
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Tee Soo TAN |
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Chief Executive Officer |
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