UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 24, 2020

TMSR Holding Company Limited

(Exact name of Company as specified in charter)

(Address of Principal Executive Offices) (Zip code)

 +86-022-5982-4800

(Company’s Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

As previously disclosed on the current report on Form 8-K (the “Prior 8-K”) filed by TMSR Holding Company Limited (the “Company”) with the U.S. Securities Exchange Commission on January 3, 2020, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Sichuan Wuge Network Games Co., Ltd. (“Wuge”), a PRC company, and all the shareholders of Wuge (the “Wuge Shareholders”). Pursuant to the Purchase Agreement, the Company shall issue an aggregate of 4,000,000 shares of its common stock (the “Shares”) to the Wuge Shareholders, in exchange for Wuge Shareholders’ agreement to enter into, and their agreement to cause Wuge to enter into, certain contractual agreements (the “VIE Agreements”) with Tongrong Technology (Jiangsu) Co., Ltd. (“WFOE”), the Company’s indirectly owned subsidiary, through which WFOE shall have the right to control, manage and operate Wuge in return for a service fee equal to 100% of Wuge’s net income (the “Acquisition”). The Company promptly notified Nasdaq Stock Market regarding the Acquisition and Nasdaq’s review has been closed.

On January 24, 2020, the Company completed the Acquisition and issued the Shares to the Wuge Shareholders. The Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

The foregoing description of the Purchase Agreement, the VIE Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements, copies of which were attached to the Prior 8-K as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5, and are incorporated herein by reference.

The information above in Item 2.01 is incorporated herein by reference in response to this Item 3.02. The Company relied upon an exemption from the registration requirements under Regulation S promulgated under the Securities Act, in connection with the issuance of the Shares.

(a) Financial statements of business acquired.

(b) Pro forma financial Statement

The financial statements required to be filed as part of this report will be filed by an amendment to this Current Report on Form 8-K as soon as practicable, but not later than 71 days after this Current Report is required to be filed.

(d) Exhibits.

* To be filed by amendment.

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.