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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): June 26, 2023

 

 

 

Sparx Holdings Group, Inc. 

(Exact name of registrant as specified in its charter)

 

         
Nevada   000-56315   92-3402117
(state or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

     

780 Reservoir Avenue #123

Cranston, RI

  02910
(address of principal executive offices)   (zip code)

 

 
774-250-2456
(registrant’s telephone number, including area code)

 

N/A
(former name or former mailing address, if changed since last report)

 

  

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))

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

Title of each class   Trading Symbols   Name of each exchange on which registered
N/A   N/A   N/A

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  [ X ] 

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.  [   ]  


“We”, “Us”, “Our”, and or “The Company”, refer to Sparx Holdings Group, Inc.

 

Item 7.01  Regulation FD Disclosure.

On June 26, 2023, the Company issued a press release. It is included herein as Exhibit 99.1. Amongst other things, the press release provides corporate updates.

The information under this Item 7.01 is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.

Cautionary Note Regarding Forward-Looking Statements.

This Form 8-K, and the Press Release furnished herewith as Exhibit 99.1 contain forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential," and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for Sparx Holdings Group, Inc.'s products, the introduction of new products, the Company's ability to implement its technology initiatives, make and maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time to time in Sparx Holding Group, Inc.'s filings with the United States Securities and Exchange Commission (“SEC”). Examples of such forward-looking statements in this release include statements regarding future sales, costs, and market acceptance of products as well as regulatory actions at the State or Federal level. For a more detailed description of the risk factors and uncertainties affecting Sparx Holdings Group, Inc., please refer to the Company's Form 1-A offering statement filed with the SEC on March 31, 2023. Sparx Holdings Group, Inc. disclaims any obligation to publicly update or revise any forward-looking statements made in the press release, whether as a result of new information, future events or otherwise.

-2-


Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
   
99.1 Press Release, dated June 26, 2023
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   
  Sparx Holdings Group, Inc.
   
   
Dated:  June 26, 2023 /s/ Cassandra DeNunzio
 

By: Cassandra DeNunzio

Chief Executive Officer

   

-3-


   

 

EX 99.1

Sparx Holdings Group, Inc. and Working Dev's Hero LLC Collaborate to Develop Software Application for the Groundbreaking Sparx™ Smart Sprinkler System.

CRANSTON, R.I., June 26, 2023 -- Sparx Holdings Group, Inc. (OTC: SHGI), a fire protection technology company is making significant strides towards its first Sparx™ Smart Sprinkler System prototype. The prototype is intended to transform the fire suppression industry by enhancing the operation of traditional fire sprinklers, with the goal of providing effective suppression performance for buildings with taller ceiling heights, unique architectures, dense storage configurations, or hazardous commodities.

About the Sparx™ Smart Sprinkler System:

The Sparx™ Smart Sprinkler System incorporates wireless battery-powered components that integrate with existing fire sprinklers, combining multi-sensor detection technology with precise electronic sprinkler activation circuitry. Sparx™ Smart Sprinklers use gas, flame, smoke, and temperature sensors to detect fires quickly and accurately. Sparx™ Smart Sprinklers form a network and are designed to communicate with each other and to the Sparx™ Base Station which supervises the network and instructs sprinkler operations in the event of a fire.

The Sparx™ Smart Sprinkler System consists of several key components, including Sparx™ Smart Sprinklers, the Sparx™ Base Station functioning as the central control hub, and the Sparx™ Installation and Commissioning Application.

In terms of prototype development, Sparx Holdings Group, Inc. has successfully constructed the physical housing, printed circuit boards, and embedded software for Sparx™ Smart Sprinklers. The company has shifted their focus towards the hardware and software development for the Sparx™ Base Station and the Sparx™ Installation and Commissioning Application, which are the remaining aspects to be finalized.

Sparx Holdings Group, Inc. has initiated an innovative partnership with Working Dev's Hero LLC, a boutique software development company based in Cranston, RI, to drive forward the development of the Sparx™ Installation and Commissioning Application. Working Dev's Hero LLC is actively creating a cutting-edge software application exclusive to Sparx™ Holdings Group, Inc. to enable installers to effortlessly configure the Sparx™ Smart Sprinkler System by mapping sprinklers onto a building's floor plan and seamlessly uploading the information to the Sparx™ Base Station. The Sparx™ Base Station will use the information provided by the installer to intelligently analyze and identify the ideal sprinklers to activate in the case of a fire, ensuring optimal suppression response and maximum effectiveness.

Developer Build of Sparx Holdings Group, Inc.’s Installation and Commissioning Application Created by Working Dev’s Hero LLC

By joining forces with Working Dev’s Hero LLC, Sparx Holdings Group, Inc. strives to provide the utmost level of excellence and efficiency in mitigating risks to both people and property in the face of fire incidents.

Sparx Holdings Group, Inc. intends to unveil its first functional prototype of Sparx™ Smart Sprinklers in the coming weeks and to begin comprehensive stress testing on these components in the coming months. Having begun receiving investments pursuant to its Regulation A+ Tier II offering, Sparx Holdings Group, Inc. is confident it will have the means to continue its path to success.

Sparx Holdings Group, Inc. warmly welcomes everyone to join them on this transformative journey towards revolutionizing the fire suppression industry and building a safer future for all.

Regulation A+ offering: https://www.sparx-fire.com.

 

Follow us on Twitter here: https://twitter.com/SHGI_SparxFire

 

Follow us on Facebook here: https://www.facebook.com/people/Sparx-Holdings-Group-Inc/100093347986779/

 

Company Pitch Deck:

https://s3.amazonaws.com/content.otcmarkets.com/media/947035425/CoZUBuaCpzDXbRb/doc.pdf

 

Cautionary Language Concerning Forward-Looking Statements:

 

This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential," and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Please refer to the cautionary notes in our Form 8-K filed with the Securities and Exchange Commission regarding the forward-looking statements filed as even date herewith.

 

Contact:

Sparx Holdings Group, Inc.- Investor Relations and Media Inquiries
Email: [email protected]
Website: https://www.sparx-fire.com

 

Source: Sparx Holdings Group, Inc.