UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 or OR 15(d) of OFthe ~~THE~~Securities ~~SECURITIES~~Exchange ~~EXCHANGE~~Act ~~ACT~~of OF 1934

Date of Report (Date of earliest event reported): February ~~December 22~~27, ~~2017~~2018

NZCH Corporation (Exact name of registrant as specified in its charter) ~~Nevada (State or other jurisdiction of incorporation)~~

000-27729		76-0571159
Nevada	000-27729	76-0571159
(Commission File Number)		(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

450 Park Avenue, 29th Floor,New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

450 Park Avenue, 29th Floor

New York, New York 10022

(Address of principal executive offices) (Zip Code)

~~(212) 906-8555 (~~Registrant’s telephone number, including area code): (~~Former name or former address, if changed since last report~~212) 906-8555

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:

☐		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. ☐

☐	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))

~~Item~~Indicate 8by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 ~~Other~~of ~~Events~~this chapter).

~~NZCH~~Emerging ~~Corporation~~growth ~~(the “Company”) has determined to pursue a reverse split of its outstanding shares of common stock, par value $0~~company.~~001~~ per share (“the Common Stock”), pursuant to Nevada Revised Statutes (“NRS”) 78.207, whereby (i) each 500,000 shares of Common Stock outstanding as of the effective date of the reverse stock split will be combined into one whole share of Common Stock and (ii) the number of authorized shares of Common Stock will be simultaneously and correspondingly reduced (collectively, the “Reverse Stock Split”). In lieu of issuing any fractional shares to any stockholder as a result of the Reverse Stock Split, the Company will make, to any stockholder that would otherwise hold a fractional share after giving effect to the Reverse Stock Split, a cash payment in an amount equal to $0.02 per pre-split share (the “Cash Payment”). Accordingly, any stockholder owning fewer than 500,000 pre-split shares as of the effective date of the Reverse Stock Split will no longer have an equity interest in the Company and will only be entitled to receive the Cash Payment multiplied by the number of pre-split shares owned by such stockholder. ☐

~~The~~If ~~primary~~an ~~purpose~~emerging ofgrowth ~~the~~company, ~~Reverse~~indicate ~~Stock~~by ~~Split~~check ismark toif ~~reduce~~ the ~~number~~registrant ofhas ~~record~~elected ~~holders~~not ~~of the Company's Common Stock~~ to ~~fewer~~use ~~than 300, thereby allowing~~ the ~~Company~~extended totransition ~~terminate~~period ~~the~~for ~~registration~~complying ofwith ~~the~~any ~~Common~~new ~~Stock~~or ~~under~~revised ~~Section~~financial ~~12(g)~~accounting ofstandards ~~the~~provided ~~Securities~~pursuant ~~Exchange~~to ~~Act of 1934, as amended (the "Exchange Act"), and suspend its reporting obligations under~~ Section 1513(da) of the Exchange Act. ~~The record date for purposes of the transaction is January 2, 2018.~~ ☐

~~Under~~Item ~~NRS 78~~5.~~207, the Reverse Stock Split will be effectuated by filing a Certificate of Change with the Nevada Secretary of State, which the Company expects to file on or around January 15, 2018~~03. Amendments ~~Pursuant~~ to ~~NRS~~Articles ~~78.207,~~of ~~the~~Incorporation ~~Reverse Stock Split does not require stockholder approval, nor will stockholders have dissenter’s rights~~ or ~~other~~Bylaws; ~~appraisal~~Change ~~rights under Nevada law. Therefore, the Company is not seeking stockholder approval for these actions, and no vote is sought~~ in ~~connection~~Fiscal ~~with these actions~~Year.

~~Although~~On February 27, 2018 (the ~~Company~~“Effective ~~has~~Date”), ~~approved~~NZCH ~~the~~Corporation ~~Reverse~~(“NZCH”) ~~Stock~~effected ~~Split~~a ~~and~~reverse ~~subsequent~~stock ~~termination~~split of ~~registration~~its shares of common stock, par value $0.001 per share (the “Common Stock”), ~~and~~by ~~suspension~~filing a Certificate of Change (the ~~Company’s~~“Charter ~~duty~~Amendment”) towith ~~file~~the ~~periodic~~Secretary ~~reports~~of ~~and~~State ~~other~~of ~~information~~Nevada. ~~with~~Pursuant to the ~~SEC~~Charter ~~under~~Amendment, the ~~Exchange~~authorized ~~Act~~shares of Common Stock was reduced from 1,500,000,000 shares to 3,000 shares. The Charter Amendment was filed in connection with NZCH’s Rule 13e-3 transaction, whereby each 500,000 shares of Common Stock outstanding as of the ~~Company~~Effective ~~reserves~~Date was combined into one whole share of Common Stock. Accordingly, any stockholder owning fewer than 500,000 pre-split shares as of the ~~right~~Effective Date no longer has an equity interest in NZCH and is only entitled to ~~abandon,~~receive ~~postpone~~the orcash ~~modify~~payment of $0.02 multiplied by the ~~foregoing~~number ~~for~~of ~~any~~pre-split ~~reason~~shares owned by such stockholder. As a result of the reverse stock split, atHRG ~~any~~Group, ~~time~~Inc. ~~before~~is ~~they~~the ~~are~~sole ~~consummated~~stockholder of NZCH.

~~The~~A ~~transaction~~copy ~~is a “going private” transaction under Section 13(e)~~ of the ~~Exchange~~Charter ~~Act~~Amendment ~~and~~is ~~the~~attached ~~Company~~hereto ~~will~~as ~~file~~exhibit ~~a Schedule 13E-~~3 ~~with the SEC that contains additional information about the transaction, which you are urged to read carefully and in its entirety~~. ~~The Schedule 13E-3 will be available at www~~1.~~sec.gov.~~

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Change to Restated Articles of Incorporation of NZCH Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report ~~on Form 8-K~~ to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

NZCH ~~Corporation~~CORPORATION By: /s/ ~~George~~John C.McKeown ~~Nicholson~~ Name: ~~George~~John C.McKeown ~~Nicholson~~ Title: Senior Vice President, ~~Chief Accounting Officer~~ and ~~Chief Financial Officer~~Treasurer

Dated: February ~~December 22~~27, ~~2017~~2018

Filing Compare · NZCH Corp