8-K - EVOH - Equibles

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

Dateof report (Date of earliest event reported): June 1, 2023 (May 26, 2023)

EvoAirHoldings Inc.

(Exactname of registrant as specified in Charter)

Nevada	98-1353613	8713
(State or other jurisdiction of incorporation or organization)	IRS Employer<br><br> <br>Identification Number	Primary Standard Industrial<br><br> <br>Classification Code Number

333-228161

(CommissionFile Number)

EvoAirHoldings Inc.

31-A2, Jalan 5/32A

6½ Miles off Jalan Kepong

### 52000Kuala Lumpur, Malaysia

(Address of Principal Executive Offices)

+603

6243 3379

(Registrant’s telephone number)

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(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐	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))

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<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $0.001	EVOH	OTC<br> Markets – Pink Sheet

Item3.02 Unregistered Sale of Equity Securities

Private Placement in February

As previously disclosed, EvoAir Holdings Inc. (the “Company”) entered into Regulation S share subscription agreements (the “Regulation S SPAs”) with eleven investors (the “Regulation S Investors”), each of whom represented that it was a “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Regulation S SPAs, the Company agreed to issue and sell in aggregate 57,783 shares of common stock, par value $0.001 per share (“Common Stock”) to the Regulation S Investors (in aggregate, the “Aggregate Sale Shares”), at a per Share purchase price of $2.50 (the “Offering”) as part of a series of the private placement offerings by the Company for an aggregate of up to 6,000,000 shares of Common Stock at a per share purchase price of $2.50. The gross proceeds from the Offering in aggregate will be $144,443.

Closing

The Aggregate Sale Shares were issued on May 26, 2023, and the Regulation S SPAs were closed on May 26, 2023.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
10.1*	Form of Subscription Agreement between Regulation S Investors and EvoAir Holdings Inc.,
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

*previously filed

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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 hereunto duly authorized.

	EvoAir Holdings Inc.
Date:<br> June 1, 2023	By:	/s/ Low Wai Koon
		Low<br> Wai Koon
		Chairman,<br> President and Chief Executive Officer
		(Principal<br> Executive Officer)

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