Report of Foreign Issuer (6-k)
July 09 2019 - 4:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2019
Commission File Number 001-34738
Luokung
Technology Corp.
(Translation of registrant's name into English)
3
rd
Floor, Borough A, Block A, No.
181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
þ
Form
40-F ☐
Indicate by check mark if the registrant is
submitting the Form 6'-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___
Note: Regulation S-T Rule 101(6)(1) only permits
the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule l01(b)(7): ____
Note:
Regulation S-T Rule 101(6)(7)
only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public' under the laws of the jurisdiction in which the registrant is incorporated, domiciled
or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of
a Form 6-K submission or other Commission filing on EDGAR.
Luokung Technology Corp.
As previously reported under a Report of Foreign
Private Issuer on
Form 6-K
on August 27, 2018, LK Technology Ltd. (“LK”), a wholly-owned subsidiary of Luokung Technology
Corp., a corporation organized under the laws of the British Virgin Islands (the “Company”), entered into a Stock Purchase
Agreement (the “Agreement”) with the shareholders (“Shareholders”) of Superengine Holdings Limited, a limited
liability company organized under the laws of the British Virgin Islands (the “Superengine”), pursuant to which LK
agreed to acquire all of the issued and outstanding capital stock of Superengine (the “Acquisition”).
Pursuant to the terms of the Agreement, LK
acquired all of the issued and outstanding ordinary shares of Superengine from the Shareholders for an aggregate purchase price
of US$60 million (the “Purchase Price”), paid by the issuance of ordinary shares of the Company (the “Ordinary
Shares”) in an amount equal to the quotient of (x) the Purchase Price divided by (y) the average of the closing prices of
the Ordinary Shares on the NASDAQ Capital Market over the 12 months period preceding July 31, 2018. The Company is a party to the
Agreement in connection with the issuance of the Ordinary Shares and certain other limited purposes. The Acquisition closed on
August 27, 2018.
In connection with the Acquisition is hereby
furnishing under the cover of Form 6-K:
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,
thereunto duly authorized.
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Luokung Technology Corp.
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Date July 9, 2019
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By
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/s/ Xuesong Song
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Xuesong Song
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Chief Executive Officer
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(Principal Executive Officer) and
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Duly Authorized Officer
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