CXJ : Material Agreement - Form 8-K

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): November 9, 2022

CXJ GROUP CO., LIMITED

(Exact name of registrant as specified in its charter)

Nevada		000-56425		85-2041913
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

C290, DoBe E-Manor,

Dongning Road No. 553,

Jianggan District, Hangzhou City

Zhejiang Province, Peoples Republic of China

(Address of Principal Executive Offices) (NA)

[phone]

(Registrant's telephone number, including area code)

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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Item 1.01 Entry into a Material Definitive Agreement.

On October 25, 2022, CXJ (Shenzhen) Technology Co., Ltd. ("the Company"), a subsidiary of CXJ Group Co., Ltd. signed an equity transfer agreement (the "Agreement") with Mr. Rudong Shi. Under this agreement, the Company will acquire 100% equity of China company Longkou Xianganfu Trading Co., Ltd. at RMB 1 yuan. After this Agreement comes into force, Longkou Xiang Anfu Trading Co., Ltd. will become a subsidiary of CXJ Group Co., Ltd. .

The foregoing description of the Agreement does not purport to be completed, is solely intended as a summary of the material terms of the Agreement and qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 4, 2022, the business registration of Longkou Xianganfu Trading Co., Ltd. is changed, and according to the Equity Transfer Agreement, the agreement is deemed completed, and the Company acquired 100% of the equity of Longkou Xiang Anfu Trading Co., Ltd.

The foregoing description of the Agreement does not purport to be completed and is qualified in its entirety by reference to the full text of the Agreement.

Item 9.01 Exhibits.

(a) 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.

	CXJ GROUP CO., LIMITED
	By	/s/ Lixin Cai
	Name:	Lixin Cai
	Title:	Chairman and Chief Executive Officer

Date: November 16, 2022

INDEX TO EXHIBITS

Exhibit No.		Description
10.1		Equity Transfer Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)