Current Report Filing (8-k)
02 April 2020 - 5:35PM
Edgar (US Regulatory)
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 2, 2020
Temir
Corp.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
333-213996
(Commission
File Number)
98-1321204
(IRS
Employer Identification No.)
Suite
1802-03, 18/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong.
(Address
of principal executive offices) (Zip Code)
(852)
2852 7388
Registrant’s
telephone number, including area code
(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 (see General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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TMRR
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OTC
Markets-Pink Sheet
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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
On
April 2, 2020, Temir Corp. (the “Company”) as purchaser and Ace Vantage Investments Limited (the “Vendor”)
as vendor entered into a sale and purchase agreement (the “Agreement”) with respect to the acquisition of the
entire issued share capital of JTI Financial Services Group Limited (“JTI”) for a consideration of US$4,686,272,
which will be satisfied by the allotment and issue of the shares of the Company.
Upon
completion on April 30, 2020, the Company will be interested in the entire equity interest in JTI, and as such, JTI will become
a wholly-owned subsidiary of the Company.
The
foregoing description of the sale and purchase agreement does not purport to be completed and is qualified in its entirety by
reference to the complete text of the Agreement, which is incorporated herein by reference and attached hereto as exhibit 10.1
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.
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Temir
Corp.
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Date:
April 2, 2020
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By:
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/s/ Brian Wong
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Name:
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Brian Wong
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Title:
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Chief Executive Officer
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2
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