Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed on the current report on Form 8-K (the "Prior 8-K") filed by TMSR Holding Company Limited (the "Company") with the U.S. Securities Exchange Commission on January 3, 2020, the Company entered into a Share Purchase Agreement (the "Purchase Agreement") with Sichuan Wuge Network Games Co., Ltd. ("Wuge"), a PRC company, and all the shareholders of Wuge (the "Wuge Shareholders"). Pursuant to the Purchase Agreement, the Company shall issue an aggregate of 4,000,000 shares of its common stock (the "Shares") to the Wuge Shareholders, in exchange for Wuge Shareholders' agreement to enter into, and their agreement to cause Wuge to enter into, certain contractual agreements (the "VIE Agreements") with Tongrong Technology (Jiangsu) Co., Ltd. ("WFOE"), the Company's indirectly owned subsidiary, through which WFOE shall have the right to control, manage and operate Wuge in return for a service fee equal to 100% of Wuge's net income (the "Acquisition"). The Company promptly notified Nasdaq Stock Market regarding the Acquisition and Nasdaq's review has been closed.

On January 24, 2020, the Company completed the Acquisition and issued the Shares to the Wuge Shareholders. The Shares were not registered under the Securities Act of 1933, as amended (the "Securities Act").

The foregoing description of the Purchase Agreement, the VIE Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements, copies of which were attached to the Prior 8-K as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5, and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information above in Item 2.01 is incorporated herein by reference in response to this Item 3.02. The Company relied upon an exemption from the registration requirements under Regulation S promulgated under the Securities Act, in connection with the issuance of the Shares.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

(b) Pro forma financial Statement

The financial statements required to be filed as part of this report will be filed by an amendment to this Current Report on Form 8-K as soon as practicable, but not later than 71 days after this Current Report is required to be filed.





(d) Exhibits.



Exhibit No.   Description

99.1          Audited financial statements of Sichuan Wuge Network Games Co., Ltd.as
              of and for the fiscal year ended December 31, 2018 and 2017*
99.2          Unaudited financial statements of Sichuan Wuge Network Games Co., Ltd.
              as of and for the six months ended June 30, 2019*
99.3          Pro Forma Condensed Combined Financial Statements*




* To be filed by amendment.



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