Current Report Filing (8-k)
April 11 2022 - 1:21PM
Edgar (US Regulatory)
0001616788
false
0001616788
2022-04-11
2022-04-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 11, 2022
LEGACY
VENTURES INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada
|
|
000-55849 |
|
30-0826318 |
(State
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 27
Baycliffe Rd. Markham |
|
ON,
L3R 7T9 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(647)
969-7383
(Registrant’s
telephone number, including area code)
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):
| ☐ |
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)) |
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. ☐
Securities
registered under Section 12(g) of the Exchange Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $.0001 par value per share |
|
LGYV
|
|
N/A
|
Securities
registered pursuant to Section 12(b) of the Act: None
Item
1.01 Entry into a Material Definitive Agreement
On
April 11, 2022, Legacy Ventures International, Inc. (the “Company”) entered
into a subscription agreement with Wei TJONG, subscribing 50,000,000 shares. The investor
agreed to subscribe 50,000,000 shares of the Company’s common stock with par value $0.0001 per share, at a purchase price of $0.0008
per share, in aggregate for cash consideration of $40,000.
As
a result, the number of issued and outstanding share of common stock of the Company increased from pre-private placement 315,064 shares
of common stock to post private placement 50,315,064.
Item
3.02 Unregistered Sales of Equity Security
In
reference to Item 1.01 of this Form 8-K, on April 11, 2022, the Company completed the issuance and sale of an aggregate of 50,000,000
common shares at a price of $0.0008 per share with par value $0.0001 per share in a private placement, pursuant to the Subscription Agreement
dated as of April 11, 2022 between the Company and Wei TJONG. The net proceeds to the Company amounted to $40,000 went directly to the
Company as working capital.
Regards
to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities
Act of 1933, as amended (“Regulation S”) for the above sales of the stock since the sales of the stock were made to non-U.S.
persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts
were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any
of the foregoing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
April
11, 2022
| LEGACY
VENTURES INTERNATIONAL, INC. |
|
| |
|
|
| |
/s/
Pak Hong WAN |
|
| By:
|
Pak
Hong WAN |
|
| Title:
|
CEO |
|
Legacy Ventures (CE) (USOTC:LGYV)
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