Item 1.01 Entry into a Definitive Material Agreement.

On February 24, 2023, Fuse Group Holding Inc. (the "Company"), entered into a Convertible Promissory Note Purchase Agreement (the "First Agreement") with Liu Marketing (M) Sdn. Bhd., a company organized under the laws of Malaysia (the "Purchaser"). Pursuant to the First Agreement, the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $50,000 (the "First Note"). The First Note bears interest at the rate of 3% per annum, which are payable on February 24 of 2024 and 2025. The First Note will mature on the date that is twenty-four months from the date that the purchase price of the First Note is paid to the Company. Any outstanding principal and interest on the First Note may be converted to the shares of common stock of the Company at the holder's option at a conversion price of $0.45 per share at any time until the total outstanding balance of the First Note is paid. The First Note was sold to the Purchaser pursuant to an exemption from registration under Regulation S, promulgated under the Securities Act of 1933, as amended.

On April 10, 2023, the Company entered into another Convertible Promissory Note Purchase Agreement (the "Second Agreement") with the Purchaser. Pursuant to the Second Agreement, the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $50,000 (the "Second Note"). The Second Note bears interest at the rate of 3% per annum, which are payable on April 10 of 2024 and 2025. The Second Note will mature on the date that is twenty-four months from the date that the purchase price of the Second Note is paid to the Company. Any outstanding principal and interest on the Second Note may be converted to the shares of common stock of the Company at the holder's option at a conversion price of $0.45 per share at any time until the total outstanding balance of the Second Note is paid. The Second Note was sold to the Purchaser pursuant to an exemption from registration under Regulation S, promulgated under the Securities Act of 1933, as amended.

The foregoing descriptions of the First Agreement, the Second Agreement, the First Note and the Second Note do not purport to be complete and are qualified in their entirety by reference to the complete text of each such document, which is filed as an exhibit hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits




Exhibit No.   Exhibit Title or Description
10.1            Convertible Promissory Notes
              Purchase Agreement by and
              between Fuse Group Holding,
              Inc. and Liu Marketing (M)
              Sdn. Bhd, dated February 24,
              2023.
10.2            Convertible Promissory Note,
              issued by Fuse Group Holding,
              Inc. to Liu Marketing (M) Sdn.
              Bhd., dated February 24,
              2023.
10.3            Convertible Promissory Notes
              Purchase Agreement by and
              between Fuse Group Holding,
              Inc. and Liu Marketing (M)
              Sdn. Bhd, dated April 10,
              2023.
10.4            Convertible Promissory Note,
              issued by Fuse Group Holding,
              Inc. to Liu Marketing (M) Sdn.
              Bhd., dated April 10, 2023.
104           Cover Page Interactive Data
              File (formatted as Inline
              XBRL)

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