Attached files
| file | filename |
|---|---|
| EX-3.2 - SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Code Chain New Continent Ltd | f8k020218ex3-2_tmsrholding.htm |
| EX-3.1 - AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Code Chain New Continent Ltd | f8k020218ex3-1_tmsrholding.htm |
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 | 47-3709051 | ||
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S.
Employer Identification Number) |
| A-101
98 Huanghai Road TEDA Tianjin, China |
300457 | |
| (Address of principal executive offices) | (Zip Code) |
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) |
| ☐ | 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 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
Exhibit Number |
Description | |
| 3.1 | Amendment No. 3 to the Amended and Restated Certificate of Incorporation | |
| 3.2 | Second Amended and Restated Certificate of Incorporation | |
| 1 |
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
| TMSR HOLDING COMPANY LIMITED | ||
| By: | /s/ Chuanliu Ni | |
| Name: Chuanliu Ni | ||
| Title: Chief Executive Officer | ||
2