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 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of November, 2014

 

Commission File Number 001-35715

 

KBS FASHION GROUP LIMITED

(Translation of registrant’s name into English)

 

Xin Fengge Building

Yupu Industrial Park

Shishi City, Fujian Province 362700

People’s Republic of China

(Address of principal executive offices)

 

 

 

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): ¨

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

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): ¨

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

 
 

 

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.

 

Date: November 3, 2014 KBS FASHION GROUP LIMITED
     
     
  By: /s/ Stanley Wong
  Stanley Wong
  Chief Financial Officer

 

 

 

 

 

 
 

EXHIBIT INDEX

 

 

Exhibit No.   Description
99.1   Articles of Amendment of Amended and Restated Articles of Incorporation, filed on October 31, 2014  
99.2   Press release, dated November 3, 2014

 

 

 



Exhibit 99.1

 

 

 

 
 

 

 

 

 

 

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Exhibit 99.2

 

Aquasition Corp. Announces Corporate Name Change to KBS Fashion Group Limited

 

SHISHI, CHINA, November 3, 2014— Aquasition Corp. (NASDAQ: AQU) (the “Company”), a company engaged in the design, manufacturing, marketing, distribution and sale of casual menswear in China, today announced that it has changed its corporate name to KBS Fashion Group Limited, effective immediately.

 

On October 31, 2014, the Company filed the Articles of Amendment of the Company with the Registrar of Corporations of the Republic of Marshall Islands, in which the Company amended the Company’s Articles of Incorporation to effect a change of the Company’s corporate name from “Aquasition Corp.” to “KBS Fashion Group Limited” (the “Name Change”). The Name Change was approved by the Company’s board of directors on September 22, 2014 and the stockholders of the Company at a special meeting of stockholders held on October 31, 2014.

 

In connection with the Name Change, the trading symbol of the Company’s common stock has been changed to “KBSF”. The Company anticipates that its common stock will begin trading on the Nasdaq Capital Market under the Company’s new name and new trading symbol when the market opens on November 3, 2014.

 

It is also expected that on or about November 3, 2014, the Company’s units and warrants will start trading on the OTC Markets under new trading symbols KBSFU and KBSFW, respectively.

  

About KBS Fashion Group Limited.

 

KBS Fashion Group Limited is a leading fully-integrated casual menswear company in China with a demonstrated track record of designing, manufacturing, marketing, and selling its own line of fashion menswear. The Company’s products include men’s apparel, footwear and accessories, primarily targeting urban males between the ages of 20 and 40 in the Tier II and Tier III cities in China. KBS sells its products through a network of 114 KBS stores and over a number of multi-brand stores.

 

 
 

 

Forward-Looking Statements

 

This press release contains statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are "forward-looking statements" for purposes of these provisions. The words "believe," "expect," "anticipate," "project," "targets," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause our actual results to differ materially from those anticipated, expressed or implied in the forward-looking statements. These risks and uncertainties include, but not limited to, the factors mentioned in the "Risk Factors" section of our Annual Report on Form 20-F for the fiscal year ended December 31, 2013, and other risks mentioned in our other reports filed with the SEC, which are available over the Internet at the SEC's website at http://www.sec.gov. The Company assumes no obligation and does not intend to update any forward-looking statements, except as required by law.

  

For further information please contact:

 

Mr. Sterios Souyoutzoglou
Director and Chief Strategic Officer
T: +1 (646) 432 0752
E: ir@kbsfashion.com

www.kbsfashion.com

 

Mr. Bill Zima
ICR, Inc.
T: +1 (203) 682-8233

 

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