UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): May 30, 2022
VISION HYDROGEN CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | | 000-55802 | | 47-4823945 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (551) 298-3600
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):
| ☐ | 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: None
Vision Hydrogen Corporation is referred to herein as “we”, “our, or “us”.
EXPLANATORY NOTE
On June 1, 2022, we filed a Current Report on Form 8-K to report that we entered into a Stock Purchase Agreement with Evolution Terminals B.V. and Evolution Terminals B.V.’s sole shareholder First Finance Europe Ltd. This Current Report on Form 8-K/A is filed as an amendment to the Current Report on Form 8-K filed by the Company on June 1, 2022, to remove Sections (a) and (b) to Item 9.01.
Item 1.01 Entry into a Material Definitive Agreement
On May 30, 2022, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Evolution Terminals B.V., a Dutch corporation (“EVO”), and EVO’s sole shareholder First Finance Europe Ltd., a UK company (“First Finance”), pursuant to which we acquired EVO (the “Acquisition”) for a purchase price of $3,500,000 and 1,500,000 shares of our common stock (the “Shares”). EVO is the owner of a 14 hectare port development project for the storage and distribution of low carbon and renewable fuels, including hydrogen carriers such as ammonia, methanol and liquid organics, located in Vlissingen (Flushing) at the mouth of the Westerschelde estuary in the Netherlands. The Acquisition closed on May 31, 2022. First Finance is controlled by our Chief Executive Officer. The transaction was considered and approved by a committee comprised of our independent directors.
The foregoing descriptions of the Purchase Agreement and the Acquisition do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy of which is filed with this Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 is incorporated herein by reference. In connection with the issuance of the Shares, we relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | VISION HYDROGEN CORPORATION |
| | |
| Date: June 22, 2022 | By: | /s/ Matthew Hidalgo |
| | | Matthew Hidalgo |
| | | Chief Financial Officer |
