SHGI 8-K/A
Sparx Holdings Group, Inc. (SHGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
AMENDMENT NO. 1
CURRENT REPORT
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EXPLANATORY NOTE:
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of Sparx Holdings Group, Inc. filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 29, 2023 and accepted at 13:30:16 (the “Original Form 8-K”). The Original Form 8-K reported that Cassandra DeNunzio became substitute member of NVC Holdings, LLC when in fact Sparx Holdings, LLC became substitute member of NVC Holdings, LLC. Except as set forth below, the Original Form 8-K is unchanged.
Item 8.01 Other Events
On December 29, 2023, NVC Holdings, LLC (“NVC”), a Wyoming Limited Liability Company which is our control shareholder entered into an Assignment and Transfer Of Membership Interest (“Assignment Agreement”) by and among Mr. Thomas DeNunzio, (“Assignor”), Member of NVC Holdings, Sparx Holdings, LLC, a Wyoming Limited Liability Company (the “Assignee”) solely owned by Cassandra DeNunzio, and Jeffrey DeNunzio, Managing Member of NVC, collectively (the “Parties”). Upon execution of the Assignment Agreement, Mr. Thomas DeNunzio resigned as Member and Sparx Holdings, LLC became substitute member of NVC. Mr. Jeffrey DeNunzio remained Managing Member. The transaction was completed for estate planning reasons by Mr. Thomas DeNunzio and is not deemed to be a change in control since NVC maintains the same voting control in Sparx Holdings Group, Inc.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 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 Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sparx Holdings Group, Inc. | |
| Dated: January 3, 2024 | /s/ Cassandra DeNunzio |
|
By: Cassandra DeNunzio Chief Executive Officer | |
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