Item 1.01 Entry into a Material Definitive Agreement.

On October 31, 2022, Leader Capital Holdings Corp. (the "Company") entered into a securities purchase agreement (the "SPA") with an individual accredited investor (the "Investor"), to issue and sell to the Investor 1,000,000 shares (the "Shares") of the Company's restricted common stock, par value $0.0001 per share ("Common Stock"), for a purchase price of $0.30 per share (the "Offering"). The Company issued the Shares to the Investor on November 2, 2022, resulting in $300,000 in aggregate proceeds for the Company.

The SPA contains representations and warranties, covenants and conditions, customary for transactions of this type.

The foregoing description of the SPA does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its 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.

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 the Investor is not a "U.S. person" (as defined in Rule 902 under the Securities Act) and the requirements of Rule 903 under the Securities Act are otherwise met.

Upon the issuance of the Shares to the Investor on November 2, 2022, the Company had 199,470,825 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
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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