UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August 2022
Commission File Number 001-41385
Visionary Education Technology Holdings Group Inc.
(Translation of registrant’s name into English)
200 Town Centre Blvd.
Suite 408A
Markham, Ontario, Canada L3R 8G5
905-739-0593
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Ninth Amendment to Moatfield Drive Purchase Agreement and Zhou Loan Agreement
On May 19, 2021, our indirect wholly owned subsidiary Visionary Education Services & Management Inc. (“VESM”) entered into an agreement to purchase two buildings with a total floor area of 433,000 square feet at 95-105 Moatfield Drive, North York, a Toronto suburb, which had been IBM’s Canada headquarters (the “Moatfield Drive Purchase Agreement”). We intend to convert the buildings into a campus center that we refer to as Visionary University Town. We expect to use the facility to house Max the Mutt College of Animation, Art and Design’s gaming and facility design programs and will have a capacity to provide teaching facilities for 12,000 to 15,000 international students in our educational programs. We may also lease portions of the facility to third party educational organizations with whom we may join in providing educational services.
On August 23, 2022, 13995191 Canada Inc., a wholly owned subsidiary of VESM, entered into the ninth amendment to the Moatfield Drive Purchase Agreement (the “Ninth Amendment”), which is appended hereto as Exhibit 10.1. Pursuant to the Ninth Amendment, VESM paid a ninth deposit of approximately $1.6 million (C$2 million) on August 23, 2022 (the “Ninth Deposit”), and 13995191 Canada Inc. postponed the purchase of the two Moatfield Drive buildings to September 15, 2022. If 13995191 Canada Inc. does not close the purchase of the Moatfied Drive buildings, it will be required to forfeit the deposit paid under the Ninth Amendment and prior deposits that VESM has paid.
On August 23, 2022, Ms. Fan Zhou, our majority shareholder and Executive Director, lent us C$2 million (approximately $1.6 million) to pay the Ninth Deposit, in accordance with an agreement dated August 23, 2022, appended hereto as Exhibit 10.2 (the “Zhou Loan Agreement”). The loan has a term of one year, is non-interest bearing, and grants us an option to extend the due date for one year. If 13995191 Canada Inc. fails to close the proposed acquisition of the Moatfield Drive buildings and loses its deposit, Ms. Zhou agreed to forgive such $1.6 million (C$2 million) loan.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| | VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. |
| | |
| | | |
| Date: September 7, 2022 | By: | /s/ Guiping Xu |
| | | Guiping Xu |
| | | Chief Executive Officer |
EXHIBIT INDEX
