SHGI 8-K
Sparx Holdings Group, Inc. (SHGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest
Event Reported):
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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| 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
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 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 Ms. Cassandra DeNunzio became substitute member of NVC. Mr. Jeffrey DeNunzio remained Managing Member. The beneficial ownership table below reflects the change in beneficial ownership. 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.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information as to 285,350,031 shares of our common stock issued, outstanding, and beneficially owned as of December 29, 2023 by (i) each person known to us to be the beneficial owner of more than 5% of our common equity; (ii) each Director; (iii) each Executive Officer; and (iv) all of our Directors and Executive Officers as a group. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given had sole voting and investment power over the shares of common equity shown as beneficially owned by them. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, which generally means that shares subject to options currently exercisable or exercisable within 60 days of the date hereof are considered to be beneficially owned, including for the purpose of computing the percentage ownership of the person holding such options, but are not considered outstanding when computing the percentage ownership of each other person.
| Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership (Common Shares) |
Approximate Percentage of Class (Common) |
Amount and Nature of Beneficial Ownership (Preferred Shares) |
Approximate Percentage of Class (Preferred) |
Approximate Total Voting Percentage | |||||
| Officers and Directors | - | |||||||||
| Jeffrey DeNunzio (1) | 19,500 | 0.0068% | - | - | 0.0068% | |||||
| Cassandra DeNunzio (2) | 100,000 | 0.0350% | - | - | 0.0350% | |||||
| 5% or Greater Shareholders | ||||||||||
| NVC Holdings, LLC (3) | 150,000,000 | 52.57% | - | - | 52.57% | |||||
| Sparx Holdings, LLC (4) | 100,000,000 | 35.04% | - | - | 35.04% | |||||
| Total Voting Percentage (5% or greater shareholders and Officers/ Directors as a group) | 250,119,500 | 87.65% | - | - | 87.65% | |||||
| _________________________________________ |
(1) Jeffrey DeNunzio serves as our Director. Jeffrey DeNunzio directly owns 19,500 shares of our Common Stock. These shares were acquired in open market transactions.
(2) Ms. Cassandra DeNunzio serves as our Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director. Ms. DeNunzio directly owns 100,000 shares of our Common Stock. These shares were acquired in open market transactions.
(3) NVC Holdings, LLC, a Wyoming Limited Liability Company is the direct and beneficial owner of 150,000,000 shares of our Common Stock. Mr. Jeffrey DeNunzio and Sparx Holdings, LLC are its members. Together they share equal membership interest in NVC Holdings, LLC. Cassandra DeNunzio is deemed to be an indirect beneficial owner of our common stock since she is the sole member of Sparx Holdings, LLC.
(4) Sparx Holdings, LLC, a Wyoming Limited Liability Company is the direct and beneficial owner of 100,000,000 shares of our Common Stock. Cassandra DeNunzio is deemed to be an indirect beneficial owner of our common stock since she is the sole member of Sparx Holdings, LLC.
The foregoing description of the Assignment Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified by, the full text of the Assignment Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 2.1 | Assignment and Transfer of Membership Interest |
| 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: December 29, 2023 | /s/ Cassandra DeNunzio |
|
By: Cassandra DeNunzio Chief Executive Officer | |
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ASSIGNMENT AND TRANSFER OF MEMBERSHIP INTEREST
NVC HOLDINGS, LLC
THIS ASSIGNMENT AND TRANSFER OF MEMBERSHIP INTEREST (“Assignment”) dated December 29, 2023, is by and among Thomas DeNunzio, (“Assignor”) and Member of NVC Holdings, LLC, a Wyoming Limited Liability Company (the “Company”), Sparx Holdings, LLC, a Wyoming Limited Liability Company (the “Assignee”) solely owned by Cassandra DeNunzio, and Jeffrey DeNunzio, Managing Member of the Company, collectively (the “Parties”).
WHEREAS, Mr. Thomas DeNunzio and Mr. Jeffrey DeNunzio, father and son respectively each own fifty percent (50%) of the outstanding membership interest of the Company. Ms. Cassandra DeNunzio is the daughter of Mr. Thomas DeNunzio and Jeffrey DeNunzio is her brother.
WHEREAS, the Assignor, effective as of as of the date hereof (the “Effective Date”), wishes to assign and transfer, and Assignee wishes to accept, all of the Assignor’s Interest, representing fifty percent (50%) of the outstanding membership interests of the Company (the “Assigned Interest”).
NOW THEREFORE and in consideration of the sum of Ten Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto represent and agree as follows:
1. Ownership of Assignor’s Interest. Assignor hereby represents that he is the owner, beneficially and of record, of all of the Assigned Interest, free and clear of any claim, lien, option, charge, restriction, or encumbrance of any nature whatsoever (collectively, “Encumbrances”). Assignor has full requisite power and authority to sell, convey, transfer, assign, and deliver the Assignor’s Interest to Assignee according to the terms and the provisions of this Assignment so as to vest in Assignor, and upon executing this Assignment, Assignor shall vest in the Assignee, good and marketable title to the Assigned Interests free and clear of any and all Encumbrances.
2. Assignment and Assumption of Interest. The Assignor, as of the Effective Date, hereby assigns, and transfers the Assigned Interest, to the Assignee so that Assignee receives fifty percent (50%) of the outstanding membership interest of the Company, and the Assignee hereby assumes and accepts the above-described assignment.
3. Acceptance by Assignee. The Assignee (a) accepts the assignment of all of the Assignor’s rights, titles, and interests in and to the Assigned Interest, (b) agrees to be bound by all of the terms, covenants, and conditions of the Operating Agreement.
4. Consent of Assignee. The Assignee consents to become a Member of the Company at the effective date of this Agreement.
5. Resignation. In addition, effective the date hereof, Assignor withdraws and resigns as a member of the Company.
6. Binding Effect. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors, heirs, legal representatives and permitted assigns, and shall be governed by and construed in accordance with the laws of the State of Wyoming.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and delivered as of the date first set forth above.
ASSIGNOR:
NVC HOLDINGS, LLC
By: /s/ Thomas DeNunzio
Name: Thomas DeNunzio
ASSIGNEE:
Sparx Holdings, LLC
By: /s/ Cassandra DeNunzio
Name: Cassandra DeNunzio
Title: Member
The undersigned execute this Assignment to evidence Assignor’s consent to the assignment of Assigned Interest from Mr. Thomas DeNunzio to Sparx Holdings, LLC.
NVC Holdings, LLC
By: /s/ Jeffrey DeNunzio
Name: Jeffrey DeNunzio
Title: Member
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