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): ~~September~~March 1921, ~~2024~~2025

Fuse Group Holding Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada		333-202948		47-1017473
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

805 W. Duarte Rd., Suite 102 Arcadia, CA 91007 (Address of principal executive offices) (626) ~~977~~210-0000 (Registrant’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 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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Item 5 1.0301 ~~Amendments~~Entry tointo ~~Articles~~a ofDefinitive ~~Incorporation~~Material ~~or Bylaws; Change in Fiscal Year~~Agreement.

On March ~~September 19~~21, ~~2024~~2025, Fuse Group Holding Inc. (the “Company”), ~~filed~~entered into a ~~Certificate~~Convertible ofPromissory ~~Change~~Note ~~with~~Purchase Agreement (the “Agreement”) ~~State~~with ofChen ~~Nevada~~Fei Li, a Chinese citizen (the “~~Certificate~~Purchaser”). Pursuant to ~~effect~~the Agreement, the Company sold a ~~1-for-5~~Convertible ~~reverse~~Promissory ~~stock~~Note ~~split~~to the Purchaser with a principal amount of $40,000 (the ~~Company’s~~“Note”). ~~authorized~~The ~~shares~~Note bears interest at the rate of ~~common~~3% ~~stock~~per annum, ~~par~~which ~~value~~are $0payable on March 20 of 2026 and 2027.~~001~~ (The Note will mature on the ~~“Common~~date ~~Stock”),~~that ~~accompanied~~is bytwenty-four amonths from ~~corresponding~~the ~~decrease~~date inthat the purchase price of the Note is paid to the Company’s. ~~issued~~Any outstanding principal and ~~outstanding~~interest on the Note may be converted to the shares of ~~Common~~common ~~Stock~~stock (of the ~~“Reverse~~Company ~~Stock~~at ~~Split”),~~the ~~effective~~holder’s ~~upon~~option ~~filing~~at a conversion price of $0.33 ~~Following~~per ~~the~~share ~~Reverse~~at ~~Stock~~any ~~Split,~~time until the ~~number~~total outstanding balance of ~~authorized~~the ~~shares~~Note ofis ~~Common~~paid. ~~Stock~~The ofNote was sold to the ~~Company~~Purchaser ~~shall~~pursuant beto ~~reduced~~an exemption from ~~375~~registration under Regulation S,~~000,000~~ topromulgated 75under the Securities Act of 1933,~~000,000~~ as amended.

~~Pursuant~~The foregoing todescription ~~the Nevada Revised Statutes, the Reverse Stock Split and Certificate~~ of ~~Change were approved by~~ the ~~Company’s~~Agreement ~~Board of Directors on July 10, 2024,~~ and noNote ~~shareholder~~does ~~approval~~not ~~was~~purport ~~required.~~to ~~Fractional shares resulting from the Reverse Stock Split shall~~ be ~~rounded~~complete ~~up to the nearest whole share,~~ and ~~all~~is ~~shares~~qualified ofin ~~Common~~its ~~Stock~~entirety ~~(including~~by ~~fractions~~reference ~~thereof) issuable upon the Reverse Stock Split~~ to ~~a given shareholder shall be aggregated for~~ the complete ~~purpose~~text of ~~determining~~each ~~whether~~such ~~the~~document, ~~Reverse~~a ~~Stock~~copy ~~Split would result in the issuance~~ of awhich ~~fractional~~is ~~share.~~filed ~~Each~~as ~~shareholder’s~~an ~~percentage~~exhibit ~~ownership~~hereto ~~interest in the Company~~ and ~~proportional~~is ~~voting~~incorporated ~~power~~herein ~~remains~~by ~~unchanged immediately following the effectiveness of the Certificate, except for minor changes and adjustments that will result from the treatment of fractional shares~~reference.

~~The~~Item 2.03 ~~market~~Creation ~~effective~~of ~~date~~a ~~for~~Direct ~~the~~Financial ~~Reverse~~Obligation ~~Stock~~or ~~Split~~an ~~will~~Obligation beUnder ~~September~~an ~~24, 2024, at which time the Company’s Common Stock will begin trading on the OTC Markets on a reverse split~~Off-~~adjusted~~Balance ~~basis.~~Sheet ~~The~~Arrangement ~~new CUSIP number for the Company’s Common Stock following the effectiveness~~ of ~~the~~a ~~Reverse Stock Split is 36116W 302~~Registrant.

ASee Item ~~copy~~1.01 ofabove, ~~the~~which ~~Certificate~~ is ~~attached hereto as Exhibit 3.1 and is~~ incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibits Number		Description
Exhibit No.		Exhibit Title or Description
3.1		Certificate of Change dated September 19, 2024
10.1		Convertible Promissory Note Purchase Agreement by and between Fuse Group Holding, Inc. and Chen Fei Li, dated March 21, 2025.
10.2		Convertible Promissory Note, issued by Fuse Group Holding, Inc. to Chen Fei Li, dated March 21, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

~~SIGNATURES~~1

~~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.~~SIGNATURES

	Fuse Group Holding Inc.
Date: September 23, 2024	By:	/s/ Umesh Patel
		Umesh Patel
		Chief Executive Officer

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.

false --09-30 0001636051 0001636051 2024-09-19 2024-09-19

	Fuse Group Holding Inc.

Date: April 10, 2025	By:	/s/ Umesh Patel
		Umesh Patel
		Chief Executive Officer

Filing Compare · FUSE GROUP HOLDING INC.