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):    August 15, 2017
 
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
333-177500
45-2859440
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
 
 
 
Marconistraat 16
3029 AK Rotterdam, The Netherlands
 
N/A
(Address of principal executive offices)
(Zip Code)
 
+ 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
 
 
 
 
 
 
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 1.01                                 
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
 
Amendment No. 3 to Acquisition Agreement
 
On August 15, 2017, we entered into Amendment No. 3 (the “Amendment”) to the June 5, 2017 Acquisition Agreement, as amended by Amendment No. 1 on July 7, 2017 and Amendment No. 2 on July 21, 2017 (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 the automatic termination date under the Acquisition Agreement for failure to close by such automatic termination date from to August 15, 2017 to August 23, 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.
 
Exhibit
 
Description
 
 
 
 
Amendment No. 3 dated August 15, 2017 to Acquisition Agreement, dated as of June 5, 2017, as amended by Amendment No. 1 on July 7, 2017, and Amendment No 2 on July 21, 2017 by and among the Company, Sincerity Australia Pty Ltd and the sole shareholder/member of Sincerity Australia Pty Ltd.
 
 
 
   
 
 
 
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.
 
 
 
SINCERITY APPLIED MATERIALS HOLDINGS CORP.
 
 
 
 
 
Date:  August 21, 2017
By:  
/s/ Korstiaan Zandvliet
 
 
Name:  
Korstiaan Zandvliet  
 
 
Title:  
President  
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT 2.4
 
Amendment No. 3 to Acquisition Agreement
 
This Amendment No. 3 (the “ Amendment ”), is made and entered into as of August 15, 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, as amended by Amendment No. 1 thereto dated as of July 7, 2017 and by Amendment No. 2 thereto dated as of July 21, 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.   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 August 23, 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.”
 
2.   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.
 
3.   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.
 
4.   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.
 
5.   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.
 
[ Signature Pages Follow ]
 
 
 
 
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.
 
 
 
By: /s/ Zhang Yiwen_______________
Name:                       
Zhang Yiwen
Title:                       
Chief Executive Officer
 
COMPANY SHAREHOLDER:
ZHANG FAMILY TRUST
MF & HP PTY LTD (TRUSTEE)
 
 
 
By: /s/ Yin Ting __ ________________
Name: Yin Ting