6-K 1 ea154302-6k_eliteeducation.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2022

 

Commission File Number: 001-40280

 

Elite Education Group International Limited

(Translation of registrant's name into English)

 

1209 N. University Blvd.

Middletown OH 45042

(Address of Principal Executive Office)

 

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): ☐

 

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): ☐

 

 

 

 

 

 

On January 15, 2022, Highrim Holding International Limited (“Highrim”), a wholly owned subsidiary of Elite Education Group International Limited (the “Company”) entered into: (i) a share purchase and sale agreement (the “Purchase Agreement”); (ii) shareholders agreement (the “Shareholders Agreement”); and (iii) option agreement (“Option Agreement”), with Canada EduGlobal Holdings Inc. (“Global”) and Richmond Institute of Languages Inc. d.b.a EduGlobal College (“Richmond Institute”), pursuant to which Highrim acquired 80% of the issued and outstanding shares (the “Shares”) of Richmond Institute from Global. The initial purchase price for the Shares was CAD$1.0 million, and Highrim assumed up to CAD$200,000 in certain liabilities of Richmond Institute. In connection with the Purchase Agreement, Richmond Institute entered into a three-year employment contract with the principal of Global to serve as chief executive officer of Richmond Institute at an annual salary of CAD$200,000. The Board of Richmond Institute will consist of three members, of which Highrim shall have the right to appoint two members.

 

In addition to the payment of the purchase price for the Shares, pursuant to the Shareholders Agreement, Highrim agreed to invest a total of CAD$3.0 million over a two year period to Richmond Institute by way of capital contribution (the “Capital Contribution”), with the initial CAD$1.0 million tranche being made concurrently with the execution of the Shareholder Agreement. In the event that Highrim breaches its obligations to make the foregoing Capital Contribution, Global has the option to repurchase the Shares for an aggregate price of CAD$100. Pursuant to the Option Agreement, on the three-year anniversary of the agreement, if Richmond Institute has not achieved certain financial and student enrollment metrics, Highrim shall have the right to sell the Shares back to Global for an amount equal to CAD$1.0 million plus the sum of the Capital Contribution made, up to an additional CAD$3.0 million.

 

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, which is filed as exhibit 99.1 to this report.

 

This Report on Form 6-K is incorporated by reference into the registration statement on Form S-8 (File No. 333-258658) of the Company, filed with the Securities and Exchange Commission (“SEC”), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Share Purchase and Sale Agreement by and between Highrim Holding International Limited, Canada EduGlobal Holdings Inc. and Richmond Institute of Languages Inc., dated January 15, 2022.

 

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.

 

  Elite Education Group International Limited
     
  By:   /s/ Zhenyu Wu
   

Zhenyu Wu

Chief Financial Officer

   

 

Date: January 21, 2022

 

 

2