Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 11, 2021

Fuse Group Holding Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada		333-202948		47-1017473
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

805 W. Duarte Rd., Suite 102
Arcadia, CA 91007

(Address of principal executive offices)

(626) 210-0000

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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)

Name of each exchange

on which registered

None

N/A

Explanatory Note

Fuse Group Holding Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to amend its Current Report on Form 8-K, initially filed with the Securities and Exchange Commission on March 17, 2021 (the “Original 8-K”). The purpose of this Amendment is to expand the disclosure to clarify that E-Mo Biotech Holding Inc. is a start-up, development-stage company involving in vaccine, immunological treatment and diagnostic product research and development and currently has no commercial sales of vaccines, treatments, or diagnostic products.

This Amendment reports events as of the filing date of the Original 8-K and does not reflect events that may have occurred subsequent to the original filing date, and except as described above, no other changes have been made to the Original 8-K.

Item 1.01 Entry into a Material Definitive Agreement

On March 11, 2021, Fuse Group Holding Inc. (the “Company”) and Fuse Biotech, Inc., a wholly owned subsidiary of the Company (“Fuse Biotech”) entered into a Share Exchange Agreement (the “Agreement”) with E-Mo Biotech Holding Inc., a company incorporated under the laws of Nevada (the “E-Mo Biotech”), Qiyi Xie, a resident of California (“Xie”), Quan Qinghua, a citizen and resident of China (“Quan”), Jing Li, a citizen and resident of China (“Li”) and HWG Capital Sdn Bhd, a company incorporated under laws of Malaysia (“HWG” and hereinafter collectively with Xie, Quan and Li, the “Sellers”). Pursuant to the Agreement, the Company will issue to the Sellers in aggregate of 100,000,000 shares of common stock of the Company (the “Fuse Shares”) in exchange of all the issued and outstanding shares of E-Mo (the “E-Mo Shares”) owned by the Sellers. Each of the Sellers will receive its pro rata share of the Fuse Shares based upon its ownership of E-Mo as listed in the Exhibit A of the Agreement. E-Mo Biotech is a start-up, development-stage company involving in vaccine, immunological treatment and diagnostic product research and development and currently has no commercial sales of vaccines, treatments, or diagnostic products.

Item 3.02 Unregistered Sales of Equity Securities

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02. 57,250,000 shares of the Fuse Shares will be issued to Xie pursuant to the exemption from registration provided by Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The remaining of the Fuse Shares will be issued to Quan, Li and HWGB pursuant to the exemption from the registration provided by Regulation S promulgated under the Securities Act.

Item 5.01 Changes in Control of Registrant.

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 5.01. Upon the closing of the transaction contemplated in the Agreement (the “Transaction”) and issuance of the Fuse Shares, Xie will become the largest shareholder of the Company and own 57,250,000 shares of common stock of the Company, representing 31.97% of the Company’s then issued and outstanding shares of common stock. Xie used his ownership of 57.25% equity interest of E-Mo to exchange the 57,250,000 shares of the Company pursuant to the Agreement. Prior to the Transaction, Landbond Home Limited (“Landbond”) is the largest shareholder of the Company. There is no arrangements or understandings among Xie and Landbond and their associates with respect to election of directors or other matters.

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.