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): February 9, 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 February 16, 2021 (the “Original 8-K”). The purpose of this Amendment is to clarify that Portafolio en Investigacion Ambiental S.A. de C.V. owns the concession rights to five mineral locations in Mexico which currently have no business, no mining operations, no existing contracts for the sale of output, and no permits or licenses to conduct mining operations other than the concessions to explore, and we also deleted the second paragraph under Item 1.01 of the Original 8-K.

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 February 9, 2021, Fuse Group Holding Inc. (the “Company”) and Fuse Processing, Inc., a wholly owned subsidiary of the Company (“Fuse Processing”) entered into a Share Exchange Agreement (the “Agreement”) with Choo Keam Hui, Goh Hau Guan, Lim Hui Sing, Teh Boon Nee and Tia Chai Teck (hereinafter collectively as the “Sellers”). Pursuant to the Agreement, the Company will issue to the Sellers in aggregate of 14,285,715 shares of common stock of the Company (the “Fuse Shares”) in exchange of all the outstanding shares of Portafolio en Investigacion Ambiental S.A. de C.V., a Mexican company (the “Mexican Shares”) owned by the Sellers. Portafolio en Investigacion Ambiental S.A. de C.V. owns the concession rights to five mineral locations in Mexico, which currently have no business, no mining operations, no existing contracts for the sale of output, and no permits or licenses to conduct mining operations other than the concessions to explore. The Fuse Shares will be issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

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.

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.