UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of December 2021
Commission
File Number: 333-256665
MOXIAN
(BVI) INC
Unit
911, Tower 2, Silvercord, 30 Canton Road
Hong
Kong SAR, China
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY
NOTE
(a)
Appointment of New Director
Effective
November 22, 2021, Ms. Wang Panpan resigned as a member of the board of directors (the “Board”) of Moxian (BVI) Inc (the
“Company”). Ms. Wang’s resignation was for personal reasons and was not the result of any disagreement with the Company,
the Company’s management or the Board.
Effective
November 30, 2021, the Board has appointed Mr. Zhan Chuan as a director of the Company. Mr. Zhan has confirmed that there are no relationships
or related transactions between Mr. Zhan and Moxian BVI that would be required to be reported under Section 404(a) of Regulation S-K.
Mr. Zhan serves as the chairperson of the Compensation Committee of the Board.
Mr.
Zhan Chuan, age 52, graduated from Changchun Institute of Technology with a Bachelor’s degree in Water Supply and Drainage, followed
by a Research Fellowship and a Master’s Degree in Economics from the Hohaii University in Nanjing, China in 1998.
Mr.
Zhan is a well-known investor in China, having successfully invested in a number of start-ups and public companies in the sectors of
new technologies and renewable energies. Since 2014, he has been the Investment Director at Shenzhen Guojin Investment Co. Ltd and the
Founding Member of IFC Capital Limited, a private equity firm. He was also previously a Visiting Professor of Economics at Nanjing University
in China.
(b)
Amendment to the Memorandum and Articles of Association and Issuance of Preferred Shares
On
October 25, 2021, the Board approved to re-designate 50,000,000 of its authorized but unissued ordinary shares of par value of $0.001
each (the “Ordinary Shares”) as 50,000,000 preferred shares of par value of $0.00101 each (the “Preferred Shares”)
and amend its Memorandum and Articles of Association, among other things, to specify the rights attaching to the preferred shares. On
October 28, 2021, the Company filed its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated
M&A”) with the British Virgin Islands Registrar of Corporate Affairs. The Company is authorized to issue 150,000,000 Ordinary
Shares and 50,000,000 Preferred Shares pursuant to the Amended and Restated M&A. A copy of the Amended and Restated M&A is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
On
November 11, 2021, the Board approved to issue 5,000,000 Preferred Shares to Bridgeforrest (BVI) Inc., a holding company owned
by Conglin (Forrest) Deng , the Chief Executive Officer and an Executive Director of the Company, for gross proceeds of $5 million.
The shares were issued on December 1, 2021. The proceeds are to be used as working capital of the Company.
The
re-designation of the Company’s Ordinary Shares as Preferred Shares and issuance of the Preferred Shares are in compliance with,
and are not prohibited by, British Virgin Islands law.
(c)
Notice of Special Meeting of Shareholders
The
Company intends to diversify its operations and increase its revenue base by entering into the bitcoin mining business. In furtherance
of its business strategies, the Company and its wholly owned Hong Kong subsidiary have entered into the following two agreements:
(i) Share Purchase Agreement (the “Share Purchase Agreement”), dated December 6, 2021,
by and among Moxian (BVI) Inc and certain non-U.S. accredited investors in connection with placement of 20,000,000 ordinary shares of
the Company, at a price of $2.50 per share for aggregate gross proceeds of $50,000,000, and
(ii)
Asset Purchase Agreement (the “Asset Purchase Agreement”), dated December 6, 2021, by and between Woodland Corporation
Limited, a Hong Kong company and a wholly owned subsidiary of the Company, and Starta Technology Services Limited, a Hong Kong
company, for the purpose of purchasing certain bitcoin mining assets for a total consideration of $29.8 million.
The
Company intends to use the proceeds from the private placement of the Company’s shares to fund the bitcoin mining asset acquisition
and to use the remaining proceeds for working capital purposes.
The
closing of the Share Purchase Agreement and the Asset Purchase Agreement are conditional upon the approval of the shareholders of the
Company and accordingly, the Company has announced that it will hold a special meeting of shareholders (the “Special Meeting”)
on Tuesday, December 28, 2021 at 10:00 AM, China time. Shareholders as of the record date, close of business on December
9, 2021, will be entitled to vote at the Special Meeting.
The
Company will file a proxy statement with the Securities and Exchange Commission regarding the matters to be voted on by the shareholders,
including (i) approval of the entry into and performance under the Share Purchase Agreement, and (ii) approval of the entry into and
performance under Asset Purchase Agreement. The time and location of the Special Meeting will be provided in the proxy statement.
Exhibit
Index
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
MOXIAN
(BVI) INC
|
|
|
|
Date:
December 6, 2021
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By:
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/s/
Deng Conglin
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Name:
|
Deng
Conglin
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Title
:
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Chief
Executive Officer
|
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