8-K

UNITED STATES

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):  February 26, 2015

KTL BAMBOO INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Nevada	333-191545	80-0884221
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7 Mayakovskogo Street, Birobidjan, Russia	679016
(Address of principal executive offices)	(Zip Code)

(775) 241-8308

(Registrant’s telephone number, including area code)

SPACEPATH INC.

(Former name 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:

¨ 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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 18 2015, we filed Amended and Restated Articles of Incorporation, and a Certificate of Change, with the Nevada Secretary of State. Reference is made to the disclosure set forth under Item 5.07 below, which disclosure is incorporated herein by reference.

The Amended and Restated Articles of Incorporation and Certificate of Change are filed as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 26, 2015, the holder (the “Majority Stockholder”) of 4,000,000 shares of our common stock, $0.001 par value per share (“Common Stock”), constituting approximately 80.0% of the voting power of our outstanding shares of Common Stock, authorized and approved:

· the execution and filing of Amended and Restated Articles of Incorporation with the Nevada Secretary of State to, among other things, effect the:

o change of our name from “Spacepath Inc.” to “KTL Bamboo International Corp.” (the “Name Change”); and

o increase of our number of authorized shares of capital stock from 75,000,000 shares, consisting of (a) 70,000,000 shares of Common Stock and (b) 5,000,000 of preferred stock, par value $0.001 per share (“Preferred Stock”), to 310,000,000 shares, consisting of (a) 300,000,000 shares of Common Stock and (b) 10,000,000 shares of Preferred Stock (the “Share Increase”); and

· the execution and filing of a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of our Common Stock at a rate of 1-for-2 (the “Reverse Stock Split”). Under the Nevada law, no amendment to our Articles of Incorporation is required in connection with the Reverse Stock Split.

As permitted under the Nevada law, we have specified in the Amended and Restated Articles of Incorporation and Certificate of Change that the Name Change, Share Increase, and Reverse Stock Split will take effect on March 20, 2015 (the “Effective Date”).

Upon effectiveness of the Reverse Stock Split, every two outstanding shares of our Common Stock (“Old Common Stock”) shall, without any further action by us, or any holder thereof, be combined into and automatically become one share of our Common Stock (“New Common Stock”). Each holder of a certificate or certificates immediately prior to the Effective Date representing outstanding shares of Old Common Stock shall, from and after the Effective Date, be entitled to receive a certificate or certificates representing the shares of New Common Stock into which the shares of Old Common Stock have been reclassified. Each holder entitled to a fractional share of New Common Stock shall receive one whole share of New Common Stock instead. All shares of Common Stock eliminated as a result of the Reverse Stock Split will be cancelled such that they are returned to our authorized and unissued capital stock, and our capital will be reduced by an amount equal to the par value of the Old Common Stock so retired.

The Name Change, the Share Increase, and the Reverse Stock Split, as well as the filling of the Amended and Restated Articles of Incorporation and the Certificate of Change were previously authorized by our Board of Directors on February 26, 2015, subject to stockholder approval.

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Item 8.01 Other Events.

In connection with the Name Change and the Reverse Stock Split, we have submitted to the Financial Industry Regulatory Authority, Inc. (“FINRA”) a voluntary request for the change of our trading symbol. It is expected that the Name Change, the Reverse Stock Split, and our new trading symbol will be declared effective in the market by FINRA early next week. The Company will file an update to disclose the effective date of the Name Change, Reverse Stock Split, and symbol change upon our receipt of approval from FINRA.

We are currently engaged in discussions involving a possible business combination which will enable us to engage in the business of developing, manufacturing, marketing and distributing world class Bamboo flooring materials and furniture. With the permission of the proposed party to such business combination, and as provided herein, we are changing our name to “KTL Bamboo International Corp.” to facilitate these discussions. If the parties determine not to proceed with the business combination, we will change our name back to Spacepath Inc., or adopt another name.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibits filed as part of this Current Report are as follows:

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation, filed with the Nevada Secretary of State on March 18, 2015
3.2	Certificate of Change, filed with the Nevada Secretary of State on March 18, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KTL Bamboo International Corp.
Date:  March 20, 2015	By:	/s/ Andrey Zasoryn
		Name:	Andrey Zasoryn
		Title:	President

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EX-3.2

EXHIBIT 3.1

CERTIFICATE OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SPACEPATH INC.

Pursuant to the provisions of Nevada Revised Statutes 78.390 and 78.403, the undersigned officer of Spacepath Inc., a Nevada corporation, does hereby certify as follows:

A.            The original Articles of Incorporation of the Corporation was filed with the Secretary of State of the State of Nevada on December 28, 2012.

B.            The board of directors of the corporation has duly adopted resolutions proposing to amend and restate the Articles of Incorporation of the corporation as set forth below, declaring such amendment and restatement to be advisable and in the best interests of the corporation.

C.            The amendment and restatement of the Articles of Incorporation as set forth below has been approved by a majority of the voting power of the stockholders of the corporation, which is sufficient for approval thereof.

D.            This certificate sets forth the text of the Articles of Incorporation of the corporation as amended and restated in their entirety to this date as follows:

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

KTL BAMBOO INTERNATIONAL CORP.

ARTICLE I

CORPORATE NAME

On the effective date hereof, the name of the corporation (which is hereinafter referred to as the “Corporation”) shall be KTL Bamboo International Corp.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Nevada is 1645 Village Center Circle, Ste. 170, Las Vegas, NV 89134. The name of its registered agent at such address is Vcorp Services, LLC.

ARTICLE III

CORPORATE PURPOSES AND POWERS

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Nevada. The Corporation shall have and may exercise all powers and rights which a corporation may exercise legally pursuant to the Nevada Revised Statutes.

ARTICLE IV

CAPITAL STOCK

4.1           Number of Authorized Shares; Par Value. The aggregate number of shares which the Corporation shall have authority to issue is three hundred ten million (310,000,000) shares, of which three hundred million (300,000,000) shares shall be designated as common stock, par value $0.001 per share, and of which ten million (10,000,000) shall be designated as preferred stock, par value $0.001 per share.

4.2           Preferred Stock. The preferred stock may be issued at any time or from time to time, in any one or more series, and any such series shall be comprised of such number of shares and may have such voting powers, whole or limited, or no voting powers, and such designations, preferences and relative, participating, options or other special rights and qualifications, limitations or restrictions thereof, including liquidation preferences, as shall be stated and expressed in the resolution or resolutions of the board of directors of the Corporation (the “Board of Directors”), with the Board of Directors being hereby expressly vested with such power and authority to the full extent now or hereafter permitted by law.

4.3           No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

ARTICLE V

DIRECTORS

5.1           The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall consist of at least one (1) director. Provided that the Corporation has at least one (1) director, the number of directors may at any time or times be increased or decreased as provided in the Bylaws of the Corporation.

5.2           Elections of directors need not be done by written ballot unless the Bylaws of the Corporation shall otherwise provide.

5.3           The Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the Nevada Revised Statutes, these Articles of Incorporation, and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted.

ARTICLE VI

DIRECTOR AND OFFICER LIABILITY

6.1           Directors and officers of the Corporation shall not be individually liable to the Corporation, its stockholders or its creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that: (a) his act or refusal to act constituted a breach of his fiduciary duties as a director or officer; and (b) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law. In the event that Nevada law is amended to authorize the further elimination or limitation of liability of directors or officers, then this Article VI shall also be deemed amended to provide for the elimination or limitation of liability to the fullest extent permitted by Nevada law, as so amended.

6.2           Neither the amendment nor repeal of this Article VI, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article VI shall eliminate or reduce the effect of such provisions, in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision or in respect of any act or omission or any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision, regardless of when any cause of action, suit or claim relating to any such matter accrued or matured or was commenced, and such provision shall continue to have effect in respect of such act, omission or matter as if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

ARTICLE VII

INDEMNIFICATION

7.1           Power to Indemnify. The Corporation shall have the power to indemnify to the fullest extent permitted, from time to time, by applicable law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, manager, partner, trustee, fiduciary, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement in connection with such action, suit or proceeding. The Corporation shall have the power to enter into agreements providing any such indemnity.

7.2           Expenses. The Corporation shall have the power to advance to a director, officer, employee or agent of the Corporation expenses incurred in connection with defending any action, suit or proceeding referred to above or in the Bylaws at any time before the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VII or as provided in the Bylaws. The Corporation shall have the power to enter into agreements providing for such advancement of expenses.

7.3           Non-exclusivity. The indemnification and other rights provided for in this Article VII shall not be exclusive of any provision with respect to indemnification or the payment of expenses in the Bylaws or any other contract or agreement between the Corporation and any officer, director, employee or agent of the Corporation or any other person.

7.4           Future Changes. Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of such provisions in respect of any act or omission or any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision regardless of when any cause of action, suit or claim relating to any such matter accrued or matured or was commenced, and such provision shall continue to have effect in respect of such act, omission or matter as if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

ARTICLE VIII

AMENDMENT OR REPEAL

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute and by these Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amended and Restated Articles of Incorporation on the Corporation.

Name: Andrey Zasoryn

Title:  Chief Executive Officer and President

EX-3.1

EXHIBIT 3.2