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):
July 7,
2017
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-177500
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45-2859440
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Marconistraat 16
3029 AK Rotterdam, The Netherlands
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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+ 31 (0) 1 089 00 400
(Registrant’s
telephone number, including area code)
Not
applicable
(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))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (
§230.4054 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter
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Emerging
growth company
☑
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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 1.01
ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
Amendment No. 1 to Acquisition
Agreement
On July 7, 2017, we entered into Amendment No. 1 (the
“Amendment”) to the June 5, 2017 Acquisition Agreement
(the “Acquisition Agreement”), with Sincerity Australia
Pty Ltd, an Australia corporation (“SAPL”) and the sole
shareholder/member of SAPL (the “SAPL
Shareholder”).
The purpose of the Amendment was to revise (i) the number of shares
of our common stock to be issued to the SAPL Shareholder in the
acquisition which is the subject of the Acquisition Agreement from
45,210,076 to 45,211,047; (ii) the approximate number of shares of
our common stock to be issued and outstanding immediately prior to
the effective time of the Acquisition from 3,122,259 to 3,122,287;
and (iii) the automatic termination date under the Acquisition
Agreement for failure to close by such automatic termination date
from July 7, 2017 to July 21, 2017. All of the other terms of the
Acquisition Agreement remain in full force and effect.
ITEM 9.01
FINANCIAL
STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit
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Description
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Amendment
No. 1 dated July 7, 2017 to Acquisition Agreement, dated as of June
5, 2017, by and among the Company, Sincerity Australia Pty Ltd and
the sole shareholder/member of Sincerity Australia Pty
Ltd.
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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 hereunto duly authorized.
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SINCERITY
APPLIED MATERIALS HOLDINGS CORP.
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Date:
July
12, 2017
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By:
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/s/
Korstiaan
Zandvliet
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Name:
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Korstiaan
Zandvliet
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Title:
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President
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EXHIBIT 2.2
Amendment No. 1 to Acquisition Agreement
This
Amendment No. 1 (the “
Amendment
”), is made and
entered into as of July 7, 2017 by and among
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
(formerly, Symbid Corp.),
a Nevada corporation
(“
Parent
”);
SINCERITY AUSTRALIA PTY LTD.,
an
Australia corporation (the “Company”) and the Zhang
Family Trust (the “Company Shareholder”) in connection
with that certain Acquisition Agreement, dated as of June 5, 2017,
by and among Parent, Company and the Company Shareholder (the
“
Acquisition
Agreement
”). The Parent, Company and the Company
Shareholder are sometimes referred to herein as the
“
Parties
”, and each, a
“
Party
”. Capitalized terms
used herein but not otherwise defined shall have the respective
meanings assigned to such terms as set forth in the Acquisition
Agreement.
WHEREAS, Section
8.9 of the Acquisition Agreement provides that the Acquisition
Agreement may be amended by a written instrument signed by the
parties thereto; and
WHEREAS, the
Parties desire to amend the Acquisition Agreement pursuant to the
terms set forth in this written Amendment.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Acquisition
Agreement shall be amended pursuant to this Amendment as
follows:
1.
The number of
Acquisition Shares to be issued to the Company Shareholder shall be
45,211,047 shares rather than 45,210,076 shares.
2.
Immediately prior
to the Effective Time, the number of shares of Parent Common Stock
outstanding will be approximately 3,122,287 shares rather than
approximately 3,122,259 shares.
3.
Section 7.2 of the
Acquisition Agreement shall be amended to read as
follows:
“
7.2 Termination for Failure to
Close.
This Agreement shall automatically be
terminated if the Closing Date shall not have occurred by July 21,
2017; provided, that the right to terminate this Agreement pursuant
to this
Section 7.2
shall not be available to any Party whose breach of any provision
of this Agreement results in the failure of the Closing to have
occurred by such time.”
4.
This Amendment
shall be governed by and construed in accordance with the
substantive laws of the State of New York, without giving effect to
its conflict of law principles.
5.
Except to the
extent specifically stated in this Amendment, the Acquisition
Agreement shall remain in full force and effect (including any
Exhibits, Schedules or Annexes attached thereto or incorporated by
reference therein, and any documents or obligations arising
thereunder), and from and after the date hereof, the Acquisition
Agreement shall be deemed to be the Acquisition Agreement as
amended by this Amendment.
6.
This Amendment may
be executed by different parties on any number of counterparts,
each of which shall constitute an original and all of which, taken
together, shall constitute one and the same agreement.
7.
This Amendment,
together with the Acquisition Agreement, constitutes the entire
agreement between the Parties with respect to the subject matter
hereof, and supersedes all prior and contemporaneous discussions,
documents, agreements and prior course of dealing between the
Parties with respect to such subject matter.
IN
WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed as of the date referenced above.
PARENT:
SINCERITY
APPLIED MATERIALS HOLDINGS CORP.
By:
/s/ Korstiaan
Zandvliet
Name: Korstiaan
Zandvliet
Title: Chief
Executive Officer
COMPANY:
SINCERITY
AUSTRALIA PTY LTD.
Name: Zhang
Yiwen
Title: Chief
Executive Officer
COMPANY
SHAREHOLDER:
ZHANG
FAMILY TRUST
MF
& HP PTY LTD (TRUSTEE)
Name: Yin
Ting