8-K 1 lzgi_8k.htm FORM 8-K lzgi_8k.htm

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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 2, 2024

 

LZG INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Florida

 

000-53994  

 

90-1907109

 (State or Other Jurisdiction

of Organization)

 

(Commission 

File Number) 

 

(I.R.S. Employer

Identification No.)

 

135 WEST 41st STREET, SUITE 5-104,

NEW YORK, NEW YORK

 

10036

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number, including area code: (917) 310-3978

 

N/A

(Former name or former address, if changed since last report)

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

N/A

N/A

N/A

 

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.   ☐

 

 

 

 

Item 8.01 Other Events.

 

On May 2, 2024, LZG International, Inc. (the “Company”) issued a letter from its Chief Executive Officer to the stockholders of the Company with respect to certain post-closing matters related to the closing of a previously announced merger with Genius Group Limited, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number

 

Description of Document

 

 

 

99.1

 

Stockholder Letter dated May 2, 2024

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

 

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 thereunto duly authorized.

 

Date: May 2, 2024

By:

/s/ Peter B. Ritz

 

 

 

Peter B. Ritz

 

 

 

Chief Executive and Financial Officer

 

 

 

Secretary

 

 

 

Chairman of the Board

 

 

 

3