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 28, 2022

AGAPE ATP CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada	36-4838886
(State or other jurisdiction	(IRS Employer
of incorporation)	Identification No.)

1705 – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,

Taman Desa, Kuala Lumpur, Malaysia (Postal Code: 58100).

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code

+(60) 192230099

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 (17CFR 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
Common Stock, par value $0.0001	AATP	OTC Markets – Pink Sheets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).

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.

Forfeiture of Common Stock

On February 28, 2022, there was a closing of a share forfeiture agreement (the “Share Forfeiture Agreement”) dated January 20, 2022, between the Company and Mr. How Kok Choong, pursuant to which Mr. How Kok Choong agreed to forfeit 215,008,035 shares of common stock of the Company.

The foregoing description of the Share Forfeiture Agreement is not complete and are qualified in its entirety by reference to the Form of Share Forfeiture Agreement, which is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

10.1	Form of Share Forfeiture Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: March 1, 2022	AGAPE ATP CORPORATION
	By:	/s/ How Kok Choong
	Name:	How Kok Choong
	Title:	Chief Executive Officer, Chief Operating Officer President, Director, Secretary and Treasurer

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EX-10.1

Exhibit 10.1

FORFEITURE AGREEMENT

This Forfeiture Agreement (this “Agreement”) is entered into as of [*], by and between [*] (the “Transferor”) and AGAPE ATP CORPORATION. (the “Transferee”).

RECITALS

WHEREAS, the Transferor desires to transfer [*] shares (the “Shares”) of common stock of the Transferee back to the Transferee.

NOW, THEREFORE, the parties hereto, for good and valuable consideration which each party acknowledges the receipt of, hereby agree as follows:

1. Transfer of the Shares.

The Transferor hereby transfers to the Transferee the Shares, and the Transferee hereby cancels the Shares.

2. Representations and Warranties of the Transferor.

The Transferor represents and warrants that it has full legal capacity and authority to enter into the Agreement and to transfer the Shares to the Transferee hereunder, and is not bound by any agreement, instrument or governmental order prohibiting such transfer. The Transferor also represents that it is transferring such interests free and clear of all liens and encumbrances other than those created by the terms of the Transferee’s organizational documents or imposed by applicable federal and state securities laws.

3. Binding Effect.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

4. Entire Agreement.

This Agreement constitutes the entire agreement of the parties hereto.

5. Governing Law.

This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principles.

6. Modification.

This Agreement may not be amended or supplemented at any time unless by a writing executed by the parties hereto.

7. Headings.

The headings in this Agreement are solely for convenience or reference and shall not affect its interpretation.

8. Counterparts; Facsimile.

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement or any counterpart may be executed via facsimile or other electronic transmission, and any such executed facsimile or electronic copy shall be treated as an original.

[The balance of this page is intentionally left page.]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

Transferor:
[*]
By:
Name:	[*]
Title:	[*]

Transferee:
Agape ATP Corporation
By:
Name:	[*]
Title:	[*]

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XML

Cover	Feb. 28, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 28, 2022
Entity Registrant Name	AGAPE ATP CORPORATION
Entity Central Index Key	0001713210
Entity Tax Identification Number	36-4838886
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Tower 2,
Entity Address, Address Line Two	Faber Towers,
Entity Address, Address Line Three	Jalan Desa Bahagia
Entity Address, City or Town	Kuala Lumpur,
Entity Address, Country	MY
Entity Address, Postal Zip Code	58100)
City Area Code	+(60)
Local Phone Number	192230099
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	AATP
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false