Amended Report of Foreign Issuer (6-k/a)
29 Junho 2018 - 7:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________
FORM 6-K/A
(Amendment No. 1)
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13
a
-16 or 15
d
-16 under
the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 8, 2017
Commission File Number: 1-35016
SGOCO Group, Ltd.
UNIT
1614, NORTH TOWER,
CONCORDIA
PLAZA
NO
1 SCIENCE MUSEUM ROAD
TSIM
SHA TSUI EAST, KOWLOON
HONG
KONG
(Address of principal executive office)
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
x
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):
¨
The financial statements attached hereto as Exhibit 99.1 are
hereby incorporated by reference to the Registration Statement on Form F-3 (File No. 333-176437) of the Company.
EXPLANATORY NOTE
On May 8, 2017, SGOCO Group, Ltd. (the
“Company”) filed a Form 6-K (the “Initial Form 6-K”) to report that SGOCO International (HK) Limited (“SGOCO
International”), a wholly-owned subsidiary of SGOCO Group, Ltd. (the “Company”), completed the acquisition of
all of the issued share capital of Century Skyway Limited pursuant to a Share Sale and Purchase Agreement with Full Linkage Limited
(the “Agreement”) pursuant to which SGOCO International acquired all of the issued and outstanding capital stock of
Century Skyway Limited (“CSL”), which was owned by the Seller. In consideration for the acquisition of Century, SGOCO
International paid to the Seller $32,600,000 and SGOCO issued to the Seller 1,500,000 of its ordinary shares (the “Shares”).
In May 2017, the acquisition of CSL was closed and the Purchaser fully paid $32,600,000 in cash plus 1,500,000 shares of common
stock of the Company and received 100% of the shares and ownership of CSL.
This Form 6-K/A is being filed to provide
the financial statements of CSL and the unaudited pro forma financial information of the Company after giving effect to the consummation
of the acquisition of CSL.
Contents
Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
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Page
|
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Century Skyway Limited Financial Statements:
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Report of Independent Registered Public Accounting Firm
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1
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Consolidated Balance Sheets as of June 30, 2017 (Unaudited) and December 31, 2016
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2
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Consolidated Statements of Comprehensive Loss for the six months ended June 30, 2017 (Unaudited) and the period from September 28, 2016 (inception) to December 31, 2016
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3
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Consolidated Statements of Shareholders’ Equity for the six months ended June 30, 2017 (Unaudited) and the period from September 28, 2016 (inception) to December 31, 2016
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4
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Consolidated Statements of Cash Flows for the six months ended June 30, 2017 (Unaudited) and the period from September 28, 2016 (inception) to December 31, 2016
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5
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Notes to Financial Statements
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6
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(b) Pro Forma Financial Information
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Century Skyway Limited Unaudited Pro Forma Condensed Consolidated Financial Statements:
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Unaudited Pro Forma Condensed Consolidated Financial Information
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FF-1
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Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2017 and for the year ended December 31, 2016
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FF-2-FF-3
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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
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FF-4
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Exhibits
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23.1
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Consent of Centurion ZD CPA Limited, dated June 29, 2018
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99.1
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Century Skyway Limited Financial Statements
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99.2
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Century Skyway Limited Unaudited Pro Forma Condensed
Financial Statements
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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
thereunto duly authorized.
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SGOCO
Group, Ltd.
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Date: June 29, 2018
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By:
/s/ Raleigh Siu Lau
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Raleigh Siu Lau
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President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number
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Description
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23.1
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Consent of Centurion ZD CPA Limited, dated June 29, 2018
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99.1
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Century Skyway Limited Financial Statements
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99.2
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Century Skyway Limited Unaudited Pro Forma Condensed Financial Statements
|
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