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~~January 1130, ~~2025~~2026

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) ~~210~~977-0000

(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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orDefinitive ~~Certain~~Material ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~September~~January 1130, ~~2025~~2026, ~~the~~Fuse ~~board~~Group ofHolding ~~directors~~Inc. (the “~~Board~~Company”), ofentered ~~Fuse~~into ~~Group~~three ~~Holding~~Convertible ~~Inc.~~Promissory Note Purchase Agreements (the “~~Company~~Agreements”), ~~received a~~with ~~resignation~~three ~~letter~~investors ~~from~~identified ~~Mr.~~on ~~Man~~the ~~Shek~~signature pages thereto, all of whom are Chinese citizens (~~Alex~~the “Purchasers”). NgPursuant to the Agreements, the Company sold three Convertible Promissory Notes to the Purchasers with a ~~member~~total principal amount of $275,000 (the ~~Board~~“Notes”). Each of the Notes bears interest at the rate of 5% per annum, ~~effective~~which are payable on ~~September~~the ~~15,~~Maturity ~~2025~~Date. ~~Mr.~~ NgEach ~~indicated~~of ~~his resignation~~the Notes will mature on the date that is ~~not~~twenty-four ~~because~~months from the date that the purchase price of such Note is paid to the Company (the “Maturity Date”). Any outstanding principal and interest on any ~~disagreement~~of ~~with~~the Notes may be converted to the shares of common stock of the Company, at its ~~management~~holder’s oroption ~~its~~at ~~other~~a ~~director~~conversion price of $0.07 per share at any time until the total outstanding balance of such Note is paid. The Notes were sold to the Purchasers pursuant to an exemption from registration under Regulation S, promulgated under the Securities Act of 1933, as amended.

OnThe ~~September~~foregoing ~~11,~~description ~~2025,~~of the ~~Board~~Agreements ~~expanded~~and ~~its~~Notes ~~size~~does ~~and~~not ~~appointed~~purport ~~Mr.~~to ~~Kai~~be Xucomplete and ~~Mr.~~is ~~Anming~~qualified ~~Jiang,~~in asits ~~the~~entirety ~~new~~by ~~directors~~reference ofto the complete ~~Board~~text of ~~the Company~~each such document, ~~effective~~copies onof ~~September~~which ~~15,~~are ~~2025~~filed as exhibits hereto and are incorporated herein by reference.

~~Mr.~~Item ~~Kai Xu, age 27, has worked at Shanghai Weixun Education Technology Co~~2.,03 ~~Ltd.~~Creation since July 2023. Mr. Xu worked at Shanghai Ruitian Investment and Technology Co., Ltd., from Feb 2022 until July 2023. Mr. Xu received his dual bachelor’s degrees in Literature and Science from Shandong University in China in 2020. Mr. Xu obtained his master’s degree of ~~Science~~a inDirect ~~Finance,~~Financial ~~specializing~~Obligation ~~in Wealth and Asset Management, from Washington University in St. Louis, U.S. in 2022. There are no arrangements~~ or ~~understandings~~an ~~between~~Obligation ~~Mr.~~Under Xuan ~~and any~~Off-Balance ~~other~~Sheet ~~person~~Arrangement ~~pursuant~~of ~~to which Mr. Xu was appointed as~~ a ~~director of the Company~~Registrant. ~~In addition, there is no family relationship between Mr. Xu and any director or executive officer of the Company.~~

~~Mr.~~See ~~Anming~~Item ~~Jiang,~~1.01 ~~age 33~~above, has served as the head of the international trade department of Sinopharm Traditional Chinese Medicine Co., Ltd. since 2013. Mr. Jiang received his bachelor’s degree in Business Administration from Zhuhai City Polytechnic in 2013. There are no arrangements or understandings between Mr. Jiang and any other person pursuant to which ~~Mr. Jiang was appointed as a director of the Company. In addition, there~~ is noincorporated ~~family~~herein ~~relationship~~by ~~between Mr~~reference. ~~Jiang and any director or executive officer of the Company.~~

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Convertible Promissory Note Purchase Agreement by and between Fuse Group Holding, Inc. and Jianhua Wang, dated January 30, 2026.
10.2		Convertible Promissory Note, issued by Fuse Group Holding, Inc. to Jianhua Wang, dated January 30, 2026.
10.3		Convertible Promissory Note Purchase Agreement by and between Fuse Group Holding, Inc. and Guangcai Wang, dated January 30, 2026.
10.4		Convertible Promissory Note, issued by Fuse Group Holding, Inc. to Guangcai Wang, dated January 30, 2026.
10.5		Convertible Promissory Note Purchase Agreement by and between Fuse Group Holding, Inc. and Yuhao Lu, dated January 30, 2026.
10.6		Convertible Promissory Note, issued by Fuse Group Holding, Inc. to Yuhao Lu, dated January 30, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

	Fuse Group Holding Inc.
Date: September 15, 2025	By:	/s/ Umesh Patel
Date: January 30, 2026	By:	/s/ Umesh Patel
		Umesh Patel
		Chief Executive Officer

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