Current Report Filing (8-k)
April 14 2022 - 5:31PM
Edgar (US Regulatory)
0001641398
false
0001641398
2022-04-14
2022-04-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
14, 2022
Code
Chain New Continent Limited
(Exact name of Company as specified in charter)
Nevada |
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001-37513 |
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47-3709051 |
(State or other jurisdiction
of incorporation) |
|
(Commission File No.) |
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(IRS Employer
Identification No.) |
No 119 South Zhaojuesi Road
2nd Floor, Room 1
Chenghua District, Chengdu, Sichuan, China 610047
|
(Address of Principal Executive Offices) (Zip code)
+86-028-84112941
(Company’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 Company under any of the following provisions
(see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 ☐
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. ☐
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.0001 |
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CCNC |
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Nasdaq Capital Market |
Item 1.01 |
Entry into a Material Definitive Agreement |
On April 14, 2022, Code Chain
New Continent Limited (the “Company”) entered into a Share Purchase Agreement (“SPA”) with Shanghai Yuanma Food
and Beverage Management Co., Ltd., a PRC company (“Yuan Ma”), and all the shareholders of Yuan Ma (“Yuanma Shareholders”).
Yuanma Shareholders are Wei Xu, the Chief Executive Officer and Chairman of the Board of the Company, and Jiangsu Lingkong Network Joint
Stock Co., Ltd., which is controlled by Wei Xu.
Pursuant to the SPA, the Company
agreed to issue an aggregate of 7,680,000 shares of common stock of the Company (the “Shares”), valued at $1.00 per share,
to the Yuanma Shareholders, in exchange for Yuanma Shareholders’ agreement to enter into and to cause Yuan Ma to enter into certain
agreements (“VIE Agreements”) with Makesi IoT Technology (Shanghai) Co., Ltd. (“WFOE”), the Company’s indirectly
owned subsidiary, to establish a VIE (variable interest entity) structure (the “Acquisition”). Through the VIE Agreements,
WFOE will receive the economic benefits of Yuan Ma and, for accounting purposes, the Company will consolidate the financial results of
Yuan Ma in the consolidated financial statements under generally accepted accounting principles in the U.S. (U.S. GAAP). The Company has
also agreed to hold a special meeting of the stockholders of the Company as soon as possible in connection with the Acquisition. The closing
of the Acquisition is conditioned on the approval of the stockholders of the Company and any required regulatory approval.
The foregoing description of the
SPA does not purport to be complete and is qualified in its entirety by reference to the complete text of the SPA, which is filed as Exhibit
10.1
Item 9.01 Financial Statements and Exhibits.
(d) 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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CODE CHAIN NEW CONTINENT LIMITED |
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Date: April 14, 2022 |
By: |
/s/ Wei Xu |
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Name: |
Wei Xu |
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Title: |
Chief Executive Officer, President and Chairman of the Board |
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