Current report, items 1.01, 3.02, and 9.01



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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):

April 1, 2021











LEADER
CAPITAL HOLDINGS CORP.






(Exact
name of registrant as specified in its charter)
























Nevada








000-56159








37-
1853394





(State
or other jurisdiction




of
incorporation)








(Commission




File
Number)








(IRS
Employer




Identification
No.)






















Room
2708-09, Metropolis Tower,






10
Metropolis Drive, Hung Hom, Hong Kong











(Address
of principal executive offices)






(Zip
Code)








Registrant’s
telephone number, including area code:


+852 3487 6378










N/A




(Former
name or former 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:





































[  ]



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: None.








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. [  ]


















































Item
1.01





Entry
into a Material Definitive Agreement.











Common
Stock Offering










Between
April 1, 2021 and May 15, 2021, Leader Capital Holdings Corp., a Nevada corporation (the “Company”), entered into separate
securities purchase agreements (collectively, the “SPAs”) with 46 investors, including certain existing shareholders of the
Company and other accredited investors (collectively, the “Purchasers”), to sell shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), for a purchase price per share of $0.10 (the “Offering”). At
the closing of the Offering, the Company will sell an aggregate of 26,837,500 shares of Common Stock (the “Shares”)
to the Purchasers, resulting in $2,683,750 in aggregate proceeds for the Company.








The
SPAs contain representations and warranties, covenants and conditions, customary for transactions of this type.








The
foregoing descriptions of the SPAs do not purport to be complete descriptions of the rights and obligations of the parties thereunder
and are qualified in their entirety by reference to the full text of the form of SPA, a copy of which is attached hereto as Exhibit 10.1
and is incorporated herein by reference.










Stock
Forfeiture














On
May 17, 2021, the Company entered into a stock forfeiture letter (the “Stock Forfeiture Letter”) with First Leader
Capital Ltd., a significant stockholder of the Company and an entity solely owned and controlled by Lin Yi-Hsiu, the Company’s
Chief Executive Officer and a member of the Company’s board of directors. Pursuant to the Stock Forfeiture Letter, on May
17, 2021, First Leader Capital Ltd. forfeited and surrendered 13,132,500 shares (the “Surrendered Shares”) of the
Company’s Common Stock, and the Surrendered Shares were automatically cancelled and retired (the “Stock Cancellation”).
First Leader Capital Ltd. agreed to forfeit and cancel the Surrendered Shares in exchange for the benefit from reducing the Company’s
outstanding Common Stock to be more in line with what management deems to be market expectations based on the Company’s
current valuation. Immediately following the Stock Cancellation, the Company had 125,761,719 shares of Common Stock issued and
outstanding.








The
foregoing description of the Stock Forfeiture Letter and the transactions contemplated thereby do not purport to be complete and are
qualified in their entirety by reference to the full text of the Stock Forfeiture Letter, a copy of which is attached hereto as Exhibit
10.2 and is incorporated by reference herein.














Item
3.02





Unregistered
Sales of Equity Securities.









To
the extent required by this Item 3.02, the disclosure set forth in Item 1.01 above is incorporated herein by reference. The issuance
of the Shares in the Offering will not be registered under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on an exemption from registration (a) under Section 4(a)(2) of the Securities Act, (b) under Rule 504
or Rule 506 of Regulation D under the Securities Act and/or (c) provided by Regulation S of the Securities Act inasmuch as certain
Purchasers are persons other than “U.S. persons” (as defined in Rule 902 under the Securities Act) and the requirements
of Rule 903 under the Securities Act were otherwise met.








Following


the Stock Cancellation and upon issuance of the Shares
at the closing of the Offering, the Company will have 152,599,219 shares of Common Stock issued and outstanding.














Item
9.01





Financial
Statements and Exhibits.










(d)
Exhibits





































Exhibit






No.









Description













10.1







Form of Securities Purchase Agreement













10.3







Stock Forfeiture Letter, dated May 17, 2021, by and between Leader Capital Holdings Corp. and First Leader Capital Ltd.






























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.
































LEADER
CAPITAL HOLDINGS CORP.













Date:
May 20, 2021



By:




/s/
LIN YI-HSIU











Lin
Yi-Hsiu




Chief
Executive Officer

























The above information was disclosed in a filing to the SEC. To see the filing, click here.

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