UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): March 12, 2020 (March 11, 2020)

 

TMSR Holding Company Limited

(Exact name of Company as specified in charter)

 

Nevada   001-37513   47-3709051
(State or other jurisdiction of
incorporation)
  (Commission File No.)   (IRS Employer
Identification No.)

 

180 Qingnian West Road

Hongqiao Building West, 4th Floor

Nantong, Jinagsu, China 226001

(Address of Principal Executive Offices) (Zip code)

 

 +86-0513-8912-3630

(Company’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 Company 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 pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange
on which registered
Common Stock, par value $0.0001   TMSR   Nasdaq Capital Market
Warrants to purchase one-half of one share of Common Stock   TMSRW   OTC Pink

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On March 11, 2020, we issued a press release entitled “TMSR Holding Closes the Acquisition of Sichuan Wuge Network Co., Ltd.” A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information in this Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  The information in this Item 7.01 of this Form 8-K also shall not be deemed to be incorporated by reference into any filing under the Act or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. 

 

Exhibit No.   Description
     
99.1   TMSR Holding Closes the Acquisition of Sichuan Wuge Network Co., Ltd.

 

1

 

 

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.

 

  TMSR HOLDING COMPANY LIMITED
   
Date: March 12, 2020 By: /s/ Yimin Jin
  Name:  Yimin Jin
  Title: CEO

 

 

2

 

Exhibit 99.1

 

TMSR Holding Closes the Acquisition of Sichuan Wuge Network Co., Ltd.

 

New York, US, March 11, 2020 / PR Newswire / TMSR Holding (NASDAQ: TMSR), an eco-technology company, announces today that it has closed the acquisition of Sichuan Wuge Network Co., Ltd. (WG), its first strategic acquisition of 2020 as part of its diversified development agenda. The completion of the transaction is subject to the audit of WG.


Dr. Wei Xu is the inventor of Codechain technology and the QR code scanning patent (U.S. patent No.: US 9,204,241 Β2) and founder of WG. Dr. Xu has started his new role as co-chairman of TMSR, as of February 26, 2020.

 

To date, WG has signed over 200 contracts with revenue of about 130 million RMB (18,689,975 USD).

 

With WG’s already signed contracts, TMSR believes that the Company’s performance will grow steadily in 2020 with further investment in the field of digital technology, thereby maximizing shareholders’ value.

 

About TMSR Holding Company Limited

Founded in 2009, TMSR Holding Company Limited engages in the research, development, and sale of an array of solid waste recycling systems for the mining and industrial sectors, the wholesales and sale of fuel materials, harbor cargo handling services and production and sales of coating materials in the PRC. It provides end users in these markets with a clean alternative to traditional waste disposal by significantly reducing solid waste discharge into the environment and enabling such users to extract value from valuable metals and other industrial waste materials.

For more information about TMSR, please visit www.tmsrholding.com.

 

Safe Harbor Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. These forward-looking statements may include, but are not limited to, statements containing words such as “may,” “could,” “would,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “expects,” “intends”, “future” and “guidance” or similar expressions. These forward-looking statements speak only as of the date of this press release and are subject to change at any time. These forward-looking statements are based upon management’s current expectations and are subject to a number of risks, uncertainties and contingencies, many of which are beyond the Company’s control that may cause actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company’s actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including those described under the heading “Risk Factors” in the Company’s public filings with the Securities and Exchange Commission, including the Company’s annual report on 10-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable law.

 

For more information, please contact:

 


Mr. Yi Li
Chief Financial Officer
TMSR Holding Company Limited
Tel: +86-21-3258 3578
Email: liyi@tmsrholding.com