Amended Current Report Filing (8-k/a)
February 04 2021 - 3:47PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8K
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 4, 2021
Code
Chain New Continent Limited
(Exact
name of Company as specified in charter)
Nevada
|
|
001-37513
|
|
47-3709051
|
(State or other
jurisdiction
of incorporation)
|
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(Commission File
No.)
|
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(IRS Employer
Identification No.)
|
No
2020 Zhongshanxi Road
Room 502A40
Xuhui District, Shanghai, China 200030
(Address
of Principal Executive Offices) (Zip code)
+86-0513-8912-3630
(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)
|
☐
|
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)
|
|
Name
of each exchange
on which registered
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Common Stock, par
value $0.0001
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CCNC
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Nasdaq Capital Market
|
Item
1.02 Termination of a Material Definitive Agreement.
As
disclosed in the current report on Form 8-K filed on January 11, 2021, as amended on January 12, 2021, by Code Chain New Continent
Limited (“CCNC” or the “Company”), the Company entered into a Share Purchase Agreement (“SPA”) with
Chengdu Ma Shang Pai Auction Co., Ltd. (“MSP”) and all the shareholders of MSP (“MSP Shareholders”) on
January 11, 2021. MSP Shareholders are Shanghai Makesi Internet Technology Co., Ltd., and Chengdu Yuan Ma Lian Technology Co.,
Ltd., both of which are controlled by Mr. Wei Xu, the Co-Chairman of the Board and President of the Company.
On
February 4, 2021, the parties to the SPA entered into a termination agreement (the “Termination Agreement”), pursuant
to which the SPA was terminated as the parties had determined not to proceed with the transactions contemplated therein, none
of which has been consummated.
The
foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference
to the complete text of the Termination Agreement, 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:
February 4, 2021
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By:
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/s/
Yimin Jin
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Name:
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Yimin Jin
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Title:
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Co-CEO and Co-Chairman
of the Board
|
2
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