SHGI 8-K
Sparx Holdings Group, Inc. (SHGI)
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): September 17, 2021
Prime Time Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-56315 | 00-0000000 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
780 Reservoir Avenue #123
Cranston, R.I. 02910
(Address of Principal Executive Offices)
Issuer's telephone number: 401-641-0405
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:
☐ 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 Symbol(s) | Name of each exchange on which registered |
| None | None | None |
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 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 providing pursuant to Section 13(a) of the Exchange Act. ☐
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FORWARD LOOKING STATEMENTS
References to “We,” “Our,” and “the Company,” refer to Prime Time Holdings, Inc., a Nevada Company.
This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registrant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
Item 8.01. Other Events.
On September 13, 2021, Prime Time Holdings, Inc. (the “Company” or “Successor”) transmuted its business plan from that of a blank check shell company to a holding company pursuant to a business combination with China Shouguan Investment Holding Group Corp. (“CHSO” or “Predecessor” ). The reason for the change in the nature of our business plan is due to the fact that our sole director believed it to be in the best interest of the Company to complete a holding company reorganization (“Reorganization”) with CHSO pursuant to NRS 92A.180, NRS A.200, NRS 92A.230 and NRS 92A.250. The “Articles of Merger” pursuant to the reorganization were filed on September 14, 2021 with the Nevada Secretary of State, with an effective date of September 17, 2021.
The constituent corporations in the Reorganization were China Shouguan Investment Holding Group Corp. (“CHSO” or “Predecessor”), the Company and Prime Time Merger Sub, Inc. (“Merger Sub”). Our director is and was the sole director/officer of each constituent corporation in the Reorganization.
Pursuant to the reorganization, the Company issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to the Company immediately prior to the Reorganization. Immediately prior to the merger, the Company was a wholly owned direct subsidiary of CHSO and Merger Sub was a wholly owned and direct subsidiary of the Company. The reorganization is deemed effective as of September 17, 2021 (the “Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor was the surviving corporation. Each share of Predecessor common stock (CHSO) issued and outstanding immediately prior to the Effective Time shall be (and subsequently was) converted into one validly issued, fully paid and non-assessable share of Successor common stock.
Each share of Predecessor’s common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock. The control shareholder of the Successor is NVC Holdings, LLC, (“NVC”) a Wyoming limited liability company. Jeffrey DeNunzio and Thomas DeNunzio are sole members of NVC and are deemed to be the indirect and beneficial holders of a total of 150,000,000 shares of Common Stock of the Company representing approximately 83.92% voting control of the Company. Jeffrey DeNunzio, our sole officer/director is the same officer/director of the Predecessor. There are no other shareholders not already disclosed or any officer/director holding at least 5% of the outstanding voting shares of the Company. Currently, there are 178,750,031 shares of Common Stock issued and outstanding of the issuer.
Immediately prior to the Effective Time, and under the respective articles of incorporation of Predecessor and Successor, the Successor Capital Stock had the same designations, rights, and powers and preferences, and the qualifications, limitations and restrictions thereof, as the Predecessor Capital Stock which was automatically converted pursuant to the reorganization.
Immediately prior to the Effective Time, the articles of incorporation and bylaws of Successor, as the holding company, contain provisions identical to the Articles of Incorporation and Bylaws of Predecessor immediately prior to the merger, other than as permitted by NRS 92A.200.
Immediately prior to the Effective Time, the articles of incorporation of Predecessor stated that any act or transaction by or involving the Predecessor, other than the election or removal of directors of the Predecessor, that requires for its adoption under the NRS or the Articles of Incorporation of Predecessor the approval of the stockholders of the Predecessor, shall require in addition the approval of the stockholders of Successor (or any successor thereto by merger), by the same vote as is required by the articles of Incorporation and/or the bylaws of the Predecessor.
Immediately prior to the Effective Time, the articles of incorporation and bylaws of Successor and Merger Sub were identical to the articles of incorporation and bylaws of Predecessor immediately prior to the merger, other than as permitted by NRS 92A.200;
The Boards of Directors of Predecessor, Successor, and Merger Sub approved the Reorganization, shareholder approval not being required pursuant to NRS 92A.180;
The Reorganization constituted a tax-free organization pursuant to Section 368(a)(1) of the Internal Revenue Code;
Effects of Merger
The Merger shall have the effects set forth in the agreement and plan of merger (attached herein as Exhibit 99.1) pursuant to the applicable provisions set forth in NRS 92A.250. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) right and title to all assets (including real estate and other property, if any) owned by, and every contract right possessed by, the Predecessor and Merger Sub shall vest in Predecessor, and (ii) all liabilities and obligations of the Predecessor and Merger Sub shall become the liabilities and obligations of Predecessor. The vesting of such rights, title, liabilities, and obligations in the Predecessor shall not be deemed to constitute an assignment or an undertaking or attempt to assign such rights, title, liabilities and obligations.
The conversion of securities of Predecessor into the identical and equivalent securities of Successor will not constitute a sale, resale or different security. Securities issued by Successor pursuant to the merger shall be deemed to have been acquired at the same time as the securities of the Predecessor exchanged in the merger. Successor securities issued solely in exchange for the securities of Predecessor as part of a reorganization of the Predecessor into a holding company structure. Stockholders received securities of the same class evidencing the same proportional interest in the holding company as they held in the Predecessor, and the rights and interests of the stockholders of such securities are substantially the same as those they possessed as stockholders of the Predecessor’s securities. Immediately following the merger, Successor has no significant assets other than securities of the Predecessor and its existing subsidiary(s) and has the same assets and liabilities on a consolidated basis as the Predecessor had before the merger. Stockholders of Predecessor shall be and now are the stockholders of Successor.
Successor common stock traded in the OTC Markets under the Predecessor ticker symbol “CHSO” under which the common stock of Predecessor previously listed and traded until the new ticker symbol “PRTM” was announced September 20, 2021 on the Financial Industry Regulatory Authority’s daily list with a market effective date of September 21, 2021. The CUSIP Number 169420205 for CHSO’s common stock is to be suspended upon the market effective date of September 21, 2021 and is to be subsequently replaced with the Company’s new CUSIP Number of 74167E103.
After completion of the Holding Company Reorganization, effective September 17, 2021, the Company cancelled all of its stock held in Predecessor resulting in the Company as a stand-alone and separate entity with no subsidiaries, no assets and negligible liabilities. The assets and liabilities of Predecessor, if any remain with Predecessor. The Company has abandoned the business plan of its Predecessor and resumed its former business plan of a blank check company after completion of the Merger. The Company’s transfer agent is Equiniti Trust Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Articles of Merger
|
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.
Prime Time Holdings, Inc.
Dated: September 20, 2021
By: /s/ Jeffrey DeNunzio
Jeffrey DeNunzio
President and Director
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AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of September 13, 2021, by and among China Shouguan Investment Holding Group Corp., a Nevada corporation (“Predecessor”), Prime Time Holdings, Inc., a Nevada corporation (“Successor”) and at the Effective Time as defined below, a direct wholly owned subsidiary of Predecessor, and Prime Time Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Successor.
RECITALS
WHEREAS, on the date hereof, Predecessor has the authority to issue 205,000,000 shares, consisting of: (i) 200,000,000 shares of Common Stock, par value $0.0001 per share (the “Predecessor Common Stock”), of which 178,750,031 common shares are issued and outstanding; (ii) 5,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Predecessor Preferred Stock”), of which no preferred shares are issued and outstanding now or at the Effective Time. Together with the Predecessor Common Stock, the (“Predecessor Capital Stock”).
WHEREAS, on the date hereof, Successor has the authority to issue 205,000,000 shares, consisting of: (i) 200,000,000 shares of Common Stock, par value $0.0001 per share (the “Successor Common Stock”), of which 1,000 common shares will be issued and outstanding at the Effective Time and held by Predecessor; (ii) 5,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Successor Preferred Stock”) of which no preferred shares are issued and outstanding. Together, with the Successor Common Stock, the (“Successor Capital Stock”).
WHEREAS, on the date hereof, Merger Sub has the authority to issue 205,000,000 shares, consisting of: (i) 200,000,000 shares of Common Stock, par value $0.0001 per share (the “Merger Sub Common Stock”), of which 1,000 common shares will be issued and outstanding at the Effective Time and held by Successor; (ii) 5,000,000 shares of Preferred Stock, par value $0.0001 (the “Merger Sub Preferred Stock”), of which no preferred shares are issued and outstanding now or at the Effective Time. Together, with the Merger Sub Common Stock, the (“Merger Sub Capital Stock”).
WHEREAS, Successor and Merger Sub are newly formed corporations and organized for the purpose of participating in the transactions herein contemplated and actions related thereto, own no assets and have taken no actions other than those necessary or advisable to organize the corporations and to affect the transactions herein contemplated and actions related thereto.
WHEREAS, Predecessor desires to reorganize into a holding company structure pursuant to NRS 92A.180, 92A.200, NRS 92A.230 and NRS 92A.250 under which Successor would become a holding company by the merger of Predecessor with and into Merger Sub and with each share of Predecessor Capital Stock being converted in the Merger (as defined below) into a share of Successor Capital Stock with each share or fraction of a share of the Capital Stock of the Predecessor outstanding at the Effective Time of the merger converted in the merger into a share or equal fraction of share of Capital Stock of the Holding Company having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the share of stock of the Predecessor being converted in the merger.
WHEREAS, the respective boards of directors of Predecessor, Successor and Merger Sub have approved and declared advisable and in the best interests of each of such corporations and its shareholders this Agreement and the transactions contemplated hereby, including without limitation, the Merger.
WHEREAS, under the respective Articles of incorporation of Predecessor and Successor, the Successor Capital Stock has the same designations, rights, and powers and preferences, and the qualifications, limitations and restrictions thereof, as the Predecessor Capital Stock which will be automatically converted pursuant to the holding company reorganization;
WHEREAS, the Articles of Incorporation and Bylaws of Successor, as the holding company, at the Effective Time of the merger contain provisions identical to the Articles of Incorporation and Bylaws of Predecessor immediately prior to the merger, other than as permitted by NRS 92A.200.
The Articles of Incorporation of Predecessor state that any act or transaction by or involving the Predecessor, other than the election or removal of directors of the Predecessor, that requires for its adoption under the NRS or the Articles of Incorporation of Predecessor the approval of the stockholders of the Predecessor, shall require in addition the approval of the stockholders of Prime Time Holdings, Inc. (or any successor thereto by merger), by the same vote as is required by the Articles of Incorporation and/or the Bylaws of the Predecessor.
WHEREAS, the Articles of Incorporation and Bylaws of Merger Sub are identical to the Articles of Incorporation and Bylaws of Predecessor immediately prior to the merger, other than as permitted by NRS 92A.200;
WHEREAS, the Boards of Directors of Predecessor, Successor, and Merger Sub have each approved this Agreement, shareholder approval not being required pursuant to NRS 92A.180;
WHEREAS, the parties hereto intend that the reorganization contemplated by this Agreement shall constitute a tax-free organization pursuant to Section 368(a)(1) of the Internal Revenue Code;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, Predecessor, Successor, and Merger Sub hereby agree as follows:
1. Merger. At the Effective Time and in accordance with this Agreement and the provisions set forth in NRS 92A.180, 92A.200, NRS 92A.230 and NRS 92A.250, Predecessor shall be merged with and into Merger Sub, (the “Merger”), and Predecessor shall be the surviving corporation, (hereinafter sometimes referred to as the (“Surviving Corporation”). At the Effective Time, the separate corporate existence of Merger Sub shall cease, and Predecessor shall become the wholly owned subsidiary of Successor, and Successor shall become the publicly traded company, as the successor issuer.
2. Effective Time. As soon as practicable on or after the date hereof, the Surviving Corporation shall file this Agreement with the Articles of Merger in accordance with the relevant provisions of the NRS, and with the Secretary of State of the State of Nevada (the “Secretary of State”) and shall make all other filings or recordings required under the NRS, if any to effectuate the Merger. The Merger shall become effective on the effective date and time specified in the Articles of Merger duly filed with the Secretary of State of Nevada, (the date and time the Merger becomes effective being referred to herein as the “Effective Time”).
3. Effects of Merger. The Merger shall have the effects set forth in this Agreement and in the applicable provisions set forth in NRS 92A.250. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) right and title to all assets (including real estate and other property) owned by, and every contract right possessed by, the Predecessor and Merger Sub shall vest in the Surviving Corporation, and (ii) all liabilities and obligations of the Predecessor and Merger Sub shall become the liabilities and obligations of the Surviving Corporation. The vesting of such rights, title, liabilities, and obligations in the Surviving Corporation shall not be deemed to constitute an assignment or an undertaking or attempt to assign such rights, title, liabilities and obligations. The conversion of securities of Predecessor into the identical and equivalent securities of Successor will not constitute a sale, resale or different security. Securities issued by Successor pursuant to the merger shall be deemed to have been acquired at the same time as the securities of the Predecessor exchanged in the merger. Successor securities issued solely in exchange for the securities of Predecessor as part of a reorganization of the Predecessor into a holding company structure. Stockholders received securities of the same class evidencing the same proportional interest in the Successor as they held in the Predecessor, and the rights and interests of the stockholders of such securities are substantially the same as those they possessed as stockholders of the Predecessor’s securities. Immediately following the merger, Successor has no significant assets other than securities of the Predecessor and its existing subsidiary(s) and has the same assets and liabilities on a consolidated basis as the Predecessor had before the merger. Stockholders of Predecessor shall be the stockholders of Successor. Successor common stock will trade in the OTC Markets under the Predecessor ticker symbol “CHSO” under which the common stock of Predecessor previously listed and traded until a new ticker symbol change has been released into the marketplace by the Financial Industry Regulatory Authority.
4. Articles of Incorporation. As of the date hereof and immediately prior to the Effective time, the articles of incorporation of the Predecessor shall be the articles of incorporation of the Surviving Corporation until thereafter amended as provided therein or by the NRS.
5. Bylaws. From and after the Effective Time, the bylaws of the Predecessor, as in effect immediately prior to the Effective Time, shall constitute the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable law.
6. Directors. The directors of Predecessor in office immediately prior the Effective Time shall be the Directors of the Surviving Corporation and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified.
7. Officers. The officers of Predecessor in office immediately prior to the Effective Time shall be the officers of the Surviving Corporation and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified.
8. Conversion of Securities. At the Effective Time, by virtue of the merger and without any action on the part of the holder thereof;
(a) Conversion of Predecessor Common Stock. Each share of Predecessor Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of Successor Common Stock;
(b) Conversion of Predecessor Common Stock Held as Treasury Stock. Each share of Predecessor Common Stock issued and outstanding held in the Predecessor’s treasury shall be cancelled and retired.
(c) Conversion of Predecessor Preferred Stock. Each share of Predecessor Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of Successor Preferred Stock having the same designations, rights, power, and preferences, and the qualifications, limitations, and restrictions thereof, as the corresponding share of the Predecessor Preferred Stock.
(d) Conversion of Predecessor Preferred Stock Held as Treasury Stock. Each share of Predecessor Preferred Stock issued and outstanding held in the Predecessor’s treasury shall be cancelled and retired.
(e) Convertible Notes, Options, Warrants, Purchase Rights, Units or Other Securities of Predecessor. Each unconverted Note, or unexercised portion of any option, warrant, purchase right, unit or other security of Predecessor shall not be convertible into shares of Successor Capital Stock pursuant to NRS 78.242 and the bylaws of Predecessor.
(f) Conversion of Successor Common Stock. Each share of Successor Common Stock issued and outstanding held in the name of Predecessor immediately prior to the Effective Time shall be cancelled and retired and resume the status of authorized and unissued shares of Successor Common Stock.
(g) Conversion of Merger Sub Common Stock. Each share of Merger Sub common Stock will be converted into one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
(h) Rights of Certificate Holders. Upon conversion thereof in accordance with this Section 8, all shares of Predecessor Capital Stock shall no longer be outstanding and shall cease to exist, and each holder of a certificate representing any such shares except, in all cases, as set forth in Section 11 herein. In addition, each outstanding book-entry that, immediately prior to the Effective Time, evidenced shares of Predecessor Capital Stock shall, from and after the Effective Time, be deemed and treated for all corporate purposes to evidence the ownership of the same number of shares of Successor Capital Stock.
9. Other Agreements. At the Effective Time, Successor shall not assume any obligation of Predecessor to deliver or make available shares of Predecessor Capital Stock under any other agreement or employee benefit plan.
10. Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors or assigns, there shall be executed and delivered on behalf of Predecessor such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest perfect or conform, of record or otherwise, in the Surviving Corporation, the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Predecessor, and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of Predecessor or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other instruments.
11. Certificates. At and after the Effective Time until thereafter surrendered for transfer or exchange in the ordinary course, each outstanding certificate which immediately prior thereto represented shares of Predecessor Capital Stock shall be deemed for all purposes to evidence ownership of and to represent the shares of Successor Capital Stock into which the shares of Predecessor Capital Stock represented by such certificate have been converted as herein provided and shall be so registered on the books and records of Successor and its transfer agent. At and after the Effective Time, the shares of capital stock of Successor shall be uncertificated; provided, that, any shares of capital stock of Successor that are represented by outstanding certificates of Predecessor pursuant to the immediately preceding sentence shall continue to be represented by certificates as provided therein and shall not be uncertificated unless and until a valid certificate representing such shares pursuant to the immediately preceding sentence is delivered to Successor’s transfer agent at which time such certificate shall be canceled and in lieu of the delivery of a certificate representing the applicable shares of capital stock of Successor, Successor shall (i) issue to such holder the applicable uncertificated shares of capital stock of Successor by registering such shares in Successor’s books and records as book-entry shares, upon which such shares shall thereafter be uncertificated and (ii) take all action necessary to provide such holder with evidence of the uncertificated book-entry shares, including any action necessary under applicable law in accordance therewith, including in accordance with NRS.
12. Amendment. The parties hereto, by mutual consent of their respective boards of directors, may amend, modify or supplement this Agreement prior to the Effective Time. Surviving Corporation shall cause to be filed with the Nevada Secretary of State such certificates or documents required to give effect thereto.
13. Termination. This Agreement may be terminated, and the Merger and the other transactions provided for herein may be abandoned, at any time prior to the Effective Time, whether before or after approval of this Agreement by the board of directors of Predecessor, Successor, and Merger Sub, or by action of the board of directors of Predecessor if it determines for any reason, in its sole judgment and discretion, that the consummation of the Agreement would be advisable or not and in the best interests of Predecessor and its stockholders.
14. Counterparts. This Agreement may be executed in one or more counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.
15. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, Predecessor, Successor, and Merger Sub have caused this Agreement to be executed and delivered as of the date first written above.
CHINA SHOUGUAN INVESTMENT HOLDING GROUP CORP. (“PREDECESSOR”)
By: /s/ Jeffrey DeNunzio
Name: Jeffrey DeNunzio
Title: President, Secretary and Director
PRIME TIME HOLDINGS, INC. (“SUCCESSOR”)
By: /s/ Jeffrey DeNunzio
Name: Jeffrey DeNunzio
Title: President, Secretary and Director
PRIME TIME MERGER SUB, INC. (“MERGER SUB”)
By: /s/ Jeffrey DeNunzio
Name: Jeffrey DeNunzio
Title: President, Secretary and Director