8-K

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):

December22, 2022

Commission

File Number: 000-56421

ASIAFIN

HOLDINGS CORP.

(Exact name of registrant issuer as specified in its charter)

Nevada	37-1950147
(State<br> or other jurisdiction of<br><br> incorporation or organization)	(I.R.S.<br> Employer<br><br> Identification No.)

Suite 30.02, 30thFloor, MenaraKH (Promet) ,

JalanSultan Ismail, 50250 Kuala Lumpur, Malaysia

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(Address of principal executive offices, including zip code)

Registrant’s

phone number, including area code +603 21487170

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common<br> Stock, $0.0001 par value	ASFH	OTC<br> Markets – Pink Sheets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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Item1.01. Entry Into A Material Definitive Agreement

On December 22, 2022 AsiaFIN Holdings Corp. (the “Company”) entered into an acquisition agreement (the “Agreement”) with Wong Kai Cheong, Hoo Swee Ping, Ang Teck Kong, Ng Kai Thim, and Cham Hui Yin (the “Vendors”), shareholders of StarFIN Holdings Limited. (“SFHL”).

Pursuant to the Agreement, the Vendors have agreed to sell to the Company an 100% equity stake in SFHL in consideration of a new issuance of 8,232,038 restricted shares of the Company’s common stock, valued at $9,055,242. The consideration was derived from an agreed valuation of SFHL at $9,055,242.

The preceding description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Section3 – Securities and Trading Markets

Item3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 hereof is hereby incorporated by reference into this Item 3.02. The issuance of Company common stock pursuant to the Agreement will be exempt from registration pursuant to the provisions of Section 4(a)(2) of the Securities Act, as amended and Rule 506 of Regulation D promulgated thereunder. None of the Shares have been registered under the Securities Act, or applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements.

Further, the Company is relying on the exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation S under the Securities Act for purposes of the private placement of the shares of common stock as such shares have not been offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) or persons in the United States.

Item9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements required by Item 9.01(a) will be filed with the Securities and Exchange Commission by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The pro forma financial information required by Item 9.01(b) will be filed with the Securities and Exchange Commission by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

Exhibit<br> No.	Description
10.1	Acquisition Agreement dated December 22, 2022 between the Company, Wong Kai Cheong, Hoo Swee Ping, Ang Teck Kong, Ng Kai Thim and Cham Hui Yin.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	ASIAFIN<br> HOLDINGS CORP.
Date:<br> December 22, 2022	By:	/s/ Wong Kai Cheong
		Wong<br> Kai Cheong
	Title:	Chief<br> Executive Officer<br><br> <br>President,<br> Director, Secretary and Treasurer<br><br> <br>(Principal<br> executive officer)
Date:<br> December 22, 2022	By:	/s/ Seah Kok Wah
		Seah<br> Kok Wah
	Title:	Director

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Exhibit10.1

ACQUISITIONAGREEMENT

DATEDAS OF December 22, 2022

BYAND BETWEEN

AsiaFINHoldings Corp.

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AND

Name	Representing Share
Wong Kai Cheong<br><br> <br>(NRIC: 620613-10-5479)	57.10%
Hoo Swee Ping<br><br> <br>(NRIC: 680531-01-5351)	40.22%
Ang Teck Kong<br><br> <br>(NRIC: 601220-10-6581)	1.32%
Ng Kai Thim<br><br> <br>(NRIC: 770910-08-7477)	0.88%
Cham Hui Yin<br><br> <br>(NRIC: 790727-07-5310)	0.48%

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Representingthe 100% Shareholders of StarFIN Holdings Limited Respectively

THIS ACQUISITION AGREEMENT (“Agreement”) is entered into as of December 22, 2022 by and between AsiaFIN Holdings Corp., a company incorporated in Nevada, of Suite 30.02, 30th Floor, Menara KH (Promet), Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia (“AsiaFIN”), and StarFIN Holdings Limited, a company incorporated in British Virgin Islands with the business address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (“StarFIN”). AsiaFIN and StarFIN are referred to herein individually as a “Party” and collectively as the “Parties.”

A.	AsiaFIN<br> was incorporated in Nevada. AsiaFIN is providing market research studies and consulting services pertaining to system solutions and<br> integration of unattended payment kiosks and payment processing.
B.	StarFIN<br> is an investment holding company based in British Virgin Islands (BVI). It offers a range of services naming from Payment Process,<br> Robotic Process Automation (RPA), and Regulatory Technology (REGTECH) services through its wholly-owned subsidiaries, described fully<br> in Exhibit A.
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C.	StarFIN<br> is collectively owned by Wong Kai Cheong, with shareholding of 57.10% in StarFIN, Hoo Swee Ping, with shareholding of 40.22% in StarFIN,<br> Ang Teck Kong, with shareholding of 1.32%, Ng Kai Thim, with shareholding of 0.88% and Cham Hui Yin, with shareholding of 0.48% and<br> are collectively referred herein as “Sellers”. And Sellers hereby agreed to sell 100% (one hundred percent) of the total<br> shareholding in StarFIN to AsiaFIN.
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D.	AsiaFIN<br> hereby agreed to purchase from the Seller, 100% of the shareholding interest in StarFIN for a consideration as indicated in Clause<br> 2.1.
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E.	The<br> Sale and Purchase will create competitive advantage and business synergies mutually for AsiaFIN and StarFIN.
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NOW,THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows:

ARTICLE1

SALEAND PURCHASE OF THE ACQUIRED ENTITY

1.1.	Basic Transaction. On the terms and subject to the conditions of this Agreement:
(a)	The<br> Seller hereby agreed to sell 100% of the shareholding in StarFIN to AsiaFIN for a consideration as stated in 2.1. below;
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(b)	AsiaFIN<br> hereby agreed to purchase from the Seller, a total of 100% of the shareholding in StarFIN for a consideration as stated in 2.1. below;
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1.2	Business Value. Both the Seller and AsiaFIN hereby agreed the business value of StarFIN to be US$9,055,242 (“Business Value”). The Business Value includes, comprises, covers all the customers, fixed assets, cash and cash equivalents,<br> liabilities of StarFIN as at the date of December 22, 2022. The Seller will produce and provide a set of financial statements as<br> at December 31, 2021 for the purposes of this Agreement and establishment of the Business Value. The Business Value is arrived at<br> and assumed that StarFIN is a going concern entity and the Seller hereby confirmed that StarFIN is a going concern entity.
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1.3	Consideration.<br> The Seller agreed to sell and AsiaFIN agreed to purchase 100% of the shares in StarFIN for a consideration of US$9,055,242 (“Consideration”).<br> Both the Seller and AsiaFIN agreed that the Consideration will be settled at stated in 2.1 below.
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1.4	Consideration Settlement. Both the Seller and AsiaFIN hereby agreed that the Consideration of US$9,055,242 will be settled with the issuance<br> of 8,232,038 common shares of AsiaFIN Holdings Corp. (OTCPK: ASFH) valued at a share<br> price of US$1.10 per share, and such common shares shall be restricted under Rule 144 of the SEC Act. The common shares of AsiaFIN<br> shall be issued to the Seller as indicated in Exhibit B.
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ARTICLE2

CLOSING

2.1	The<br> consummation of the transfer by the Seller, 100% of the shares in StarFIN to AsiaFIN, and the acquisition by AsiaFIN from the Seller,<br> the 100% of the shares in StarFIN and its assets by the payment of 8,232,038 new common shares of AsiaFIN shall occur on or before<br> December 31, 2022 (the “Closing Date”). Immediately at the Closing Date, AsiaFIN shall deliver, or cause to be delivered,<br> to StarFIN, a board resolution confirming the issuance of 8,232,038 Common Shares of AsiaFIN that are being sold, assigned, and conveyed<br> to the shareholder of StarFIN, such board resolution shall be duly executed, endorsed and/or authenticated for delivery to StarFIN.
2.2	Immediately<br> after the Closing, AsiaFIN shall deliver to the Seller, share certificate(s)/ book entry statement representing 8,232,038 shares<br> issued in the names as shown in Exhibit B. It is understood that the share certificate(s)/ book entry statement so delivered will<br> display the required restrictive legend pursuant to Rule 144 of the United States Securities and Exchange Act.
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2.3	On<br> or before December 31, 2022, the Seller shall deliver, for transmittal to AsiaFIN, duly authorized, properly and fully executed documents<br> in English, evidencing and confirming the sale of 100% of the shares of StarFIN and its assets specifically detailing the assets<br> and an asset valuation by a third-party valuator.
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ARTICLE3

EXECUTION

3.1	AsiaFIN<br> shall execute and deliver to the Seller, on the Closing Date, any and all such other documents and instruments, and take or cause<br> to be taken any and all such other and further actions that may be necessary, appropriate or advisable in order to vest fully, and<br> to confirm the purchase and sale, the title to and possession of the common shares of AsiaFIN.
3.2	The<br> Seller shall execute and deliver to AsiaFIN, on the Closing Date, any and all such other documents and instruments, and take or cause<br> to be taken any and all such other and further actions that may be necessary, appropriate or advisable in order to vest fully, and<br> to confirm the purchase and sale, the title to and possession of 100% of the shares of StarFIN and all of the assets of StarFIN.
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ARTICLE4

REPRESENTATIONSAND WARRANTIES OF ASIAFIN

AsiaFIN hereby represents and warrants to the Seller as follows (it is being acknowledged that the Seller is entering into this Agreement in material reliance upon each of the following representations and warranties, and that the truth and accuracy of each of which constitutes a condition precedent to the obligations of AsiaFIN hereunder):

4.1	Authorization.<br> AsiaFIN, represented by Mr. Seah Kok Wah and Mr. Wong Kai Cheong, both being the Director of AsiaFIN has full power, legal capacity<br> and authority to enter into this Agreement and to consummate the transaction herein contemplated, and to perform all obligations<br> hereunder. This Agreement constitutes the legal, valid and binding obligation of AsiaFIN, and this Agreement is enforceable with<br> respect to the Seller in accordance with its terms. Neither the execution and delivery of this Agreement, nor the compliance with<br> any of the provisions hereof, will (a) conflict with or result in a breach of, violation of or default under any of the terms, conditions<br> or provisions of any note, bond, mortgage, indenture, license, lease, credit agreement or other agreement, document, instrument or<br> obligation to which AsiaFIN is a party or by which AsiaFIN or any of its assets or properties may be bound or (b) violate any judgment,<br> order, injunction, decree, statute, rule or regulation applicable to AsiaFIN or the assets or properties of AsiaFIN.
4.2	Legality of Shares. To the best of AsiaFIN’s knowledge, the common shares of AsiaFIN, when delivered as provided in this<br> Agreement, will be validly issued, fully paid and nonassessable. The common shares of AsiaFIN, upon sale, assignment, transfer and<br> conveyance thereof, will not be subject to the preemptive right of any shareholder or any other person. Upon delivery of and payment<br> for the common shares of AsiaFIN as set forth in this Agreement, the Seller will receive title to the common shares of AsiaFIN thereto,<br> free and clear of all liens, encumbrances, charges and claims whatsoever.
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4.3	Compliance with Securities Laws.
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(a)	No<br> formal or informal investigation or examination by the Securities and Exchange Commission (the “Commission”) or by the<br> securities administrator of any state is pending or threatened against AsiaFIN.
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(b)	Neither<br> AsiaFIN, nor any of its directors or officers, have been convicted of any felony or misdemeanor in connection with the sale or purchase<br> of any security or involving the making of any false filing with the Commission.
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(c)	AsiaFIN<br> is not subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently restraining<br> or enjoining such person from engaging in or continuing any conduct or practice in connection with the sale or purchase of any security<br> or involving the making of any false filing with the Commission.
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4.4	No undisclosed Issues or Liabilities. AsiaFIN warrants that to the best of its knowledge there are no, issues that might<br> tend to cause damage to AsiaFIN or its shareholders, or state or federal regulatory problems of any description.
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ARTICLE5

REPRESENTATIONSAND WARRANTIES OF THE SELLER

5.1	Authorization.<br> The Seller has full power, legal capacity and authority to enter into this Agreement, to execute all attendant documents and instruments<br> necessary to consummate the transaction herein contemplated, to purchase and acquire the common shares of AsiaFIN from AsiaFIN and<br> to perform all obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Seller and this Agreement<br> is enforceable with respect to the Seller, in accordance with its terms.
5.2	Information Regarding this Agreement and the Company. The Seller has obtained such information regarding the financial position and<br> prospects of AsiaFIN, as the Seller considers necessary or appropriate for the purpose of purchasing and acquiring the common shares<br> of AsiaFIN from AsiaFIN pursuant to this Agreement.
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5.3	Compliance with Securities Laws.
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(a)	No<br> formal or informal investigation or examination by the Commission or by the securities administrator or legal authority of any state<br> or jurisdiction within or outside of the United States, Malaysia, or the British Virgin Islands, is pending or threatened against<br> the Seller, or the assets of the Seller.
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(b)	Neither<br> StarFIN nor its officers or owners have been convicted of any felony or misdemeanor in connection with the sale or purchase of any<br> security or involving the making of any false filing with in any jurisdiction.
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(c)	The<br> Seller is not subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminary or permanently<br> restraining or enjoining them from engaging in or continuing any conduct or practice in connection with the sale or purchase of any<br> security or involving the making of any false filing with in any jurisdiction.
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5.4	Disclosure of Transference of Control
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(a)	The<br> Seller understands and accepts that certain legal and regulatory filings and disclosures will be required in order to properly and<br> legally execute the transfer of control of the shares and assets. Such filings and disclosures include, but are not limited to the<br> filing of a Schedule 14C Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 or a Form 8-K with<br> the United States Securities and Exchange Commission.
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(b)	One<br> or more filings of the Initial statement of beneficial ownership of securities on Schedule 13D or other similar ownership forms.
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(c)	The<br> Seller will assist fully in the preparation and filing of all such required filings in order to fully insure that all required filings<br> are executed and filed properly and in a timely manner.
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(d)	The<br> Seller will provide a detailed list of the individuals or entities (the “New Shareholder”), as indicated in Exhibit B,<br> designated to receive common shares of AsiaFIN pursuant to issuance of the 8,232,038 common shares of AsiaFIN specified in this Agreement.
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(e)	The<br> above noted detailed list of the New Shareholder shall include the full legal name of the individual or entity receiving common shares<br> of AsiaFIN, the full address and citizenship or corporate jurisdiction of each New Shareholder (Attached hereto as Exhibit B).
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5.5	The<br> Seller warrants that they shall deliver to AsiaFIN all of rights, titles and interests in 100% of the shares of StarFIN, and the<br> assets and all attendant or related assets, including, but not limited to: proprietary intellectual property, maps, documents, deeds,<br> files, titles, patents, know-how and good-will, together with any other item, assets, products, files, records, documents, signatures,<br> interests or rights pertaining to or relating to the Assets in keeping with the intentions and the spirit of this Agreement.
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5.6	The<br> Seller warrants that all translations in English of all documents, as required by the US Securities Act shall be accurate legal translations<br> and that any discrepancy between the original documentation and the English translation, the English translation shall take precedence.
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5.7	The<br> Seller warrants and confirms that immediately upon closing it will, undertake a full and up-to-date audit of the financial position<br> of StarFIN, which audit will be conducted by an auditor qualified by the Public Company Accounting Oversight Board (P.C.A.O.B.).
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ARTICLE6

MISCELLANEOUSPROVISIONS

6.1	Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, and the heirs and personal<br> representatives of each of them, but shall not confer, expressly or by implication, any rights or remedies upon any other party.
6.2	Confidentiality.<br> The Parties agree that the terms and conditions of this agreement shall be kept strictly confidential and shall not reveal or divulge<br> to any third party or entities other than for regulatory filings or tax purposes and/or pursuant to a court order. The parties further<br> agree that any dissemination of this agreement shall not be made without prior written consent of the other party.
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6.3	Governing Law. This Agreement is made and shall be governed in all respects, including validity, interpretation and effect, by<br> the laws of Hong Kong, S.A.R.
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6.4	Shares to Be Held In Escrow. The Parties agree that all shares issued, pursuant to the terms and conditions of this agreement,<br> shall be issued as soon as practicable following the signing of this agreement, but all shares so issued SHALL BE HELD IN ESCROW<br> and shall be deemed to be in the full control of the issuing party until the Closing.
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6.5	Notices.<br> All notices, requests or demands and other communications hereunder must be in writing and shall be deemed to have been duly made<br> if personally delivered or mailed, postage prepaid, to the parties as follows:
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(a)<br> If to AsiaFIN, to:	AsiaFIN<br> Holdings Corp.
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	Suite<br> 30.02, 30th Floor, Menara KH (Promet),
	Jalan<br> Sultan Ismail,
	50250<br> Kuala Lumpur, Malaysia
(b)<br> If to the SELLER, to:	StarFIN<br> Holdings Limited
	OMC<br> Chambers, Wickhams Cay 1,
	Road<br> Town, Tortola, British Virgin Islands

Either party hereto may change his address by written notice to the other party given in accordance with this Section 6.5.

6.6	Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, understandings<br> and writings between the Parties with respect to the subject matter hereof. Each party hereto acknowledges that no representations,<br> inducements, promises or agreements, verbal or otherwise, have been made by either party, or anyone acting with authority on behalf<br> of either party, which are not embodied herein, and that no other agreement, statement or promise may be relied upon or shall be<br> valid or binding. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated verbally. This Agreement<br> may be amended or any term hereof may be changed, waived, discharged or terminated by an agreement in writing signed by each of the<br> parties hereto.
6.7	Captions and Headings. The article and section headings throughout this Agreement are for convenience and reference only, and<br> shall in no way be deemed to define, limit or add to the meaning of any provision of this Agreement.
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6.8	Attorneys’ Fees. In the event of any litigation between the parties hereto, the non-prevailing party shall pay the reasonable expenses,<br> including the attorneys’ fees, of the prevailing party in connection therewith.
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[SignaturePage Follows]

INWITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

AsiaFIN Holdings Corp
By:	/s/ Seah Kok Wah
	Designated<br> Signing Authority
	Seah<br> Kok Wah
	Director
By:	/s/ Wong Kai Cheong
	Designated<br> Signing Authority
	Wong<br> Kai Cheong
	Director
SELLER:
By:	/s/ Wong Kai Cheong
	Wong<br> Kai Cheong
	57.10%<br> shareholder of StarFIN Holdings Limited
By:	/s/ Hoo Swee Ping
	Hoo<br> Swee Ping
	40.22%<br> shareholder of StarFIN Holdings Limited
By:	/s/ Ang Teck Kong
	Ang<br> Teck Kong
	1.32%<br> shareholder of StarFIN Holdings Limited
By:	/s/ Ng Kai Thim
	Ng<br> Kai Thim
	0.88%<br> shareholder of StarFIN Holdings Limited
By:	/s/ Cham Hui Yin
	Cham<br> Hui Yin
	0.48%<br> shareholder of StarFIN Holdings Limited

EXHIBITA

Listof Assets of StarFIN Holdings Limited

1)	StarFIN<br> Holdings Limited. is a holding company incorporated in BVI, holding full equity interest in StarFIN Asia Sdn Bhd., OrangeFIN Asia<br> Sdn. Bhd., OrangeFIN Academy Sdn. Bhd., Insite MY Innovations Sdn. Bhd., and Insite MY Systems Sdn. Bhd.
StarFIN Holdings Limited
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By:	/s/ Wong Kai Cheong
	Designated<br> Signing Authority
	Wong<br> Kai Cheong
	Director

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StarFIN Holdings Limited
By:	/s/ Hoo Swee Ping
	Designated<br> Signing Authority
	Hoo<br> Swee Ping
	Director

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EXHIBITB

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Listof Amount of StarFIN Holdings Limited’s Shares to be Acquired & Entitled Amount of AsiaFIN Holdings Corp’s Common Sharefor each SELLERS

SELLERS	StarFIN<br> Holdings Limited’s Shares to be Acquired by AsiaFIN Holdings Corp		Number<br> of Entitled AsiaFIN Holdings Corp’s Common Shares
Wong<br> Kai Cheong (NRIC: 620613-10-5479)		5,710		4,700,929
Hoo<br> Swee Ping (NRIC: 680531-01-5351)		4,022		3,310,869
Ang<br> Teck Kong (NRIC: 601220-10-6581)		132		108,315
Ng<br> Kai Thim (NRIC: 770910-08-7477)		88		72,212
Cham<br> Hui Yin (NRIC: 790727-07-5310)		48		39,713
AsiaFIN Holdings Corp.:
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By:	/s/ Seah Kok Wah
	Designated<br> Signing Authority
	Seah<br> Kok Wah
	Director
By:	/s/ Wong Kai Cheong
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	Designated<br> Signing Authority
	Wong<br> Kai Cheong
	Director
SELLERS:
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By:	/s/ Wong Kai Cheong
	Designated<br> Signing Authority
	Wong<br> Kai Cheong
	Director
By:	/s/ Hoo Swee Ping
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	Designated<br> Signing Authority
	Hoo<br> Swee Ping
	Director

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