Current Report Filing (8-k)
09 February 2018 - 9:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 8, 2018 (February 2, 2018)
TMSR
HOLDING COMPANY LIMITED
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-37513
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47-3709051
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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A-101
98 Huanghai Road TEDA
Tianjin, China
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300457
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(022)-5982-4800
JM
Global Holding Company
1615
South Congress Avenue
Suite
103
Delray
Beach, Florida 33445
(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 to the registrant
under any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
February 2, 2018, TMSR Holding Company Limited, formerly known as JM Global Holding Company (the “
Company
”),
filed with the Secretary of State of Delaware an Amendment No. 3 to the Amended and Restated Certificate of Incorporation of the
Company to effectuate the increase of the Company’s authorized common stock and preferred stock to 110,000,000 shares, consisting
of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. A copy of Amendment No. 3 to the Amended and Restated
Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
On
February 6, 2018, in connection with consummation of the business combination with China Sunlong Environmental Technology Inc.
(“
Sunlong
”), a Cayman Islands corporation conducting its business through its wholly-owned subsidiaries, Hubei
Shengrong Environmental Protection Energy-Saving Science and Technology Co. Ltd. and Tianjin Commodity Exchange Co., Ltd., the
Company filed with the Secretary of State of Delaware the Second Amended and Restated Certificate of Incorporation of the Company
to (i) change the Company’s name from “JM Global Holding Company” to “TMSR Holding Company Limited”;
(ii) eliminate the classification of the Board and make certain related changes; and (iii) provide for certain additional changes,
including designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for specified legal actions
making the Company’s corporate existence perpetual. . The summaries of the amendments are subject to, and are qualified
in their entirety by, reference to the Second Amended and Restated Certificate of Incorporation, a copy of which is attached as
Exhibit 3.2 hereto.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
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.
Dated:
February 8, 2018
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TMSR
HOLDING COMPANY LIMITED
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By:
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/s/ Chuanliu
Ni
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Name:
Chuanliu Ni
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Title:
Chief Executive Officer
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2
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