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): August 3, 2020 (May 15, 2020)

New Times Centre, 393 Jaffe Road, Suite 17A, Wan Chai, Hong Kong

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +85267353339

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

☐    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 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: None.

On September 30, 2019, China VTV Limited (the “Company”), Constellation Moshan Film and Television Media Company Limited, a PRC movie and entertainment company (“Constellation”), and Mr. Xiao Du, a shareholder of Constellation, entered into a binding memorandum of understanding of share exchange and merger (the “Binding MOU”), pursuant to which the Company intended to acquire the controlling portion of Constellation’s outstanding equity. However, due to certain Chinese restrictions, the Company has realized it impractical to acquire the control stake of Constellation in accordance with the Binding MOU.

On May 15, 2020, the Company, Constellation and Xiao Du entered into a termination agreement (the “Termination Agreement”) to mutually terminate the Binding MOU. Pursuant to the Termination Agreement, each party was released from performing under the Binding MOU and acknowledged and agreed that there was no outstanding dispute or obligation to return any asset pursuant to the Binding MOU.

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.