UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Definitive Material Agreement.
On March 21, 2025, Fuse Group Holding Inc. (the “Company”), entered into a Convertible Promissory Note Purchase Agreement (the “Agreement”) with Chen Fei Li, a Chinese citizen (the “Purchaser”). Pursuant to the Agreement, the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $40,000 (the “Note”). The Note bears interest at the rate of 3% per annum, which are payable on March 20 of 2026 and 2027. The Note will mature on the date that is twenty-four months from the date that the purchase price of the Note is paid to the Company. Any outstanding principal and interest on the Note may be converted to the shares of common stock of the Company at the holder’s option at a conversion price of $0.33 per share at any time until the total outstanding balance of the Note is paid. The Note was sold to the Purchaser pursuant to an exemption from registration under Regulation S, promulgated under the Securities Act of 1933, as amended.
The foregoing description of the Agreement and Note does not purport to be complete and is qualified in its entirety by reference to the complete text of each such document, a copy of which is filed as an exhibit hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. | Exhibit Title or Description | |
10.1 | Convertible Promissory Note Purchase Agreement by and between Fuse Group Holding, Inc. and Chen Fei Li, dated March 21, 2025. | |
10.2 | Convertible Promissory Note, issued by Fuse Group Holding, Inc. to Chen Fei Li, dated March 21, 2025. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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.
Fuse Group Holding Inc. | ||
Date: April 10, 2025 | By: | /s/ Umesh Patel |
Umesh Patel | ||
Chief Executive Officer |
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