UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

FORM 8-K/A  

(Amendment No. 1)

CURRENT REPORT  

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2022

HWGC Holdings Limited  

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: +603 2143 2889

N/A

(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© under the Exchange Act (17 CFR 240.13©(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 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.  ☐

EXPLANATORY NOTE

On November 30, 2022, HWGC Holdings Limited, a Nevada corporation (the “Company”), consummated the share exchange transaction (the “Share Exchange”) contemplated by the Share Exchange Agreement, dated August 9, 2022 (the “Share Exchange Agreement”), by and among the Company, Fintech Scion Limited, a private limited company incorporated in the United Kingdom (“Fintech”), and all of the shareholders of Fintech. This Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K (the “Form 8-K”) filed by the Company with the Securities and Exchange Commission on November 30, 2022 to include the financial statements of the business acquired and the pro forma information required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively.

The Company is filing an updated description of certain aspects of its business, as well as updated risk factors describing risks and uncertainties that may affect the Company and the market price of its common stock. The updated description of the Company’s business and the updated risk factors are filed herewith as Exhibit 99.5 and Exhibit 99.6, respectively, and are incorporated herein by reference. The Company is also filing a statement regarding forward-looking information in the updated business disclosure and risk factors as Exhibit 99.4, which is incorporated herein by reference.

Except as described above, no other amendments are being made to the Form 8-K. This Amendment does not reflect events occurring after the filing of the Form 8-K or modify or update the disclosure contained therein in any way other than as required to reflect the amendments discussed above.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The audited consolidated financial statements of Fintech as of and for the years ended December 31, 2021 and 2020 are set forth in Exhibit 99.1.

The unaudited consolidated financial statements of Fintech as of and for the nine months ended September 30, 2022 are set forth in Exhibit 99.2.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company and Fintech as of and for the year ended December 31, 2021 and for the nine months ended September 30, 2022 are set forth in Exhibit 99.3.

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K/A.

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.

HWGC HOLDINGS LIMITED 

FINANCIAL STATEMENT 

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