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): ~~December~~May 1615, ~~2022~~2023

MULIANG VIAGOO TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

333-201360

90-1137640

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2498 Wanfeng Highway, ~~Lane 181 Fengjing Town, Jinshan District Shanghai, China 201501~~

Lane 181 Fengjing Town,

Jinshan District

Shanghai, China 201501

(Address of principal executive offices, including Zip Code)

(86) 21-67355092

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 1 3.0103. ~~Entry~~Material ~~into~~Modification ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

OnTo ~~December 16, 2022, Muliang Viagoo Technology Inc. (~~the ~~“Company”) entered~~extent ~~into~~required aby ~~share~~Item ~~purchase agreement (the “Agreement”) with Viagoo Inc~~3.03 ~~(the “Buyer”), pursuant to which the Buyer purchased 100%~~ of ~~the~~Form ~~issued and outstanding ordinary shares of Viagoo Pte Ltd.~~8-K, athe ~~Singapore~~information ~~private limited liability company and~~set aforth ~~100%~~under ~~parent~~Item ~~company~~5.03 of ~~NexG~~this ~~Pte.~~Current ~~Ltd.,~~Report ~~and~~on ~~TPS~~Form ~~Solutions~~8-K ~~Hong~~is ~~Kong~~incorporated ~~Limited,~~by ~~from~~reference ~~the~~into ~~Company~~this inItem ~~exchange for a consideration of US$ 5,254,001~~3.~~20 to be paid to the Company as follows:~~03.

~~(i)~~Item ~~The~~5.03. ~~Buyer~~Amendments ~~agrees~~ to ~~issue~~Articles aof ~~convertible~~Incorporation ~~note~~or toBylaws; aChange ~~certain convertible noteholder of the Company~~ in ~~exchange~~Fiscal ~~for the cancellation of certain debt of the Company held by certain noteholder~~Year.

~~(ii)~~On ~~US$1~~May 15,~~000~~ 2023,~~000~~ inMuliang aViagoo ~~promissory~~Technology, ~~note~~Inc. (the ~~issued~~“Company”) was notified by the ~~Buyer~~Financial Industry Regulatory Authority (“FINRA”) that the Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “~~Promissory~~Certificate ~~Note~~of Amendment”), ~~which~~filed ~~must~~with bethe ~~paid~~Secretary of ~~off~~State byof ~~the~~Nevada ~~Buyer~~on ~~within~~January ~~three~~31, ~~(3)~~2023, ~~business~~to ~~days~~effect ofa 2-for-1 reverse stock split (the ~~closing~~“Reverse ~~date~~Split”) of the ~~next~~Company’s authorized ~~financing~~and ~~transaction~~issued bycommon stock, par value $0.0001 per share (the ~~Buyer~~“Common Stock”), and the Company’s authorized and issued preferred stock par value $0.0001 per share (the “~~Closing~~Preferred ~~Date~~Stock”), has been approved.

~~(iii)~~The 1corporate action was published to FINRA’s daily list on May 12,~~251~~ 2023,~~429~~ ~~ordinary~~and ~~shares~~the ofstock ~~the~~split ~~Buyer,~~became ~~valued~~effective at ~~US$2.80~~the ~~per~~opening ~~share~~of business on May 15, or2023. anBeginning ~~aggregate~~with the opening of ~~US$3~~trading on May 15,~~504~~ 2023,~~001~~ the Company’s Common Stock will trade on OTC Pink on a split-adjusted basis under a new CUSIP number 62525M206.20 The Common Stock’s new symbol will be MULGD, ~~within~~but ~~seven~~will ~~(7)~~revert ~~business~~to ~~days~~MULG ofafter ~~the~~20 ~~Closing~~business ~~Date~~days.

~~(iv)~~As ~~US$750,000~~a ~~within~~result ~~five (5) business days~~ of ~~a Liquidity Event by~~ the ~~Buyer~~Reverse inSplit, ~~any~~every ~~combination~~two (2) shares of ~~cash~~the orCompany’s ~~stock.~~Common ~~Each~~Stock ~~share~~will ~~of stock shall~~ be ~~valued~~converted atinto ~~the~~one ~~fair~~(1) ~~market~~share ~~value price at the time~~ of ~~the~~Common ~~Liquidity Event~~Stock. ~~“Liquidity~~Every ~~Event”~~two ~~shall~~(2) ~~mean~~shares ~~any event that allows the Buyer to raise capital or shareholders~~ of the ~~Buyer~~Company’s Preferred toStock ~~sell~~will orbe ~~dispose~~converted ~~for~~into ~~consideration~~one ~~part~~(1) orshare ~~all~~ of ~~their~~Preferred ~~ownership~~Stock. ~~shares~~No ~~and~~fractional ~~list~~shares onwill abe ~~national~~issued ~~stock~~in ~~exchange~~connection inwith the ~~United~~Reverse Split. ~~States,~~Stockholders ~~including~~who ~~but~~would ~~not~~otherwise ~~limited~~be entitled to ~~acquisition,~~a ~~merger,~~fractional ~~initial~~share ~~public~~of ~~offering,~~Common ~~SPAC~~Stock ~~merger~~or ~~and~~Preferred ~~listing,~~Stock ~~direct~~will ~~listing~~instead orreceive ~~other~~one full ~~such~~share ~~events~~of the respective stock.

~~Should~~The Reverse Split will reduce the ~~Buyer~~number ~~fail~~of toauthorized shares ~~perform~~of athe ~~financing~~Common ~~transaction~~Stock ~~after~~from 500,000,000 shares to 250,000,000 shares and reduce the ~~effective~~ ~~date~~number of authorized shares of the ~~Agreement~~Preferred Stock from 100,000,000 ~~shall~~to ~~result~~50,000,000. inThe Reverse Split will not change the ~~cancellation~~par values of the ~~transaction.~~Company’s Common Stock or Preferred Stock. The ~~Agreement~~Reverse ~~also~~Split ~~includes~~will ~~customary~~affect ~~representations, warranties,~~all stockholders uniformly and ~~covenants~~will bynot ~~the~~affect ~~parties.~~any ~~The~~stockholder's ~~foregoing~~ownership ~~description~~percentage of the ~~Agreement~~Company's isshares of ~~qualified~~Common inStock ~~its~~or ~~entirety~~Preferred byStock ~~reference~~(except to the ~~Agreement~~ ~~and~~extent that the ~~Promissory~~Reverse ~~Note,~~Split ~~copies~~would ofresult ~~which~~in ~~are~~some ~~filed~~of asthe ~~Exhibit~~stockholders ~~10.1~~receiving ~~and~~one share ~~10.2~~in ~~hereto,~~lieu ~~respectively,~~of ~~and~~fractional ~~incorporated herein by reference~~shares).

~~Item~~The foregoing description of the Certificate of ~~2.01.~~Amendment ~~Completion~~is a summary of ~~Acquisition~~the ormaterial ~~Disposition~~terms thereof, does not purport to be complete, and is qualified in its entirety by reference to the full text of ~~Assets~~the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.

~~The~~Immediately ~~information~~after ~~reported~~the ineffects ~~Item~~of 1the Reverse Split, the number of issued and outstanding shares of Common Stock will be approximately 9.016 ismillion ~~incorporated~~shares, and the number of issued and outstanding byshares ~~reference~~of ~~into~~Preferred ~~this~~Stock ~~Item~~will 2be approximately 4.0175 million shares.

OnItem ~~December~~9.01. ~~16,~~Financial ~~2022,~~Statement ~~the Company sold 100% of the issued~~ and ~~outstanding ordinary shares of Viagoo Pte Ltd~~Exhibits. ~~to the Buyer.~~

~~The~~(d) foregoing description of the sale of Viagoo Pte Ltd. is qualified in its entirety by reference to the Agreement and the Promissory Note, copies of which are filed as Exhibit 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.Exhibits

~~Item~~The following exhibits ~~9.01.~~are ~~Financial~~filed ~~Statement~~as ~~and~~part ~~Exhibits.~~of this Current Report on Form 8-K:

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Articles of Incorporation of Muliang Viagoo Technology Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The following exhibits are filed as part of this Current Report on Form 8-K:~~1

Exhibit No.		Description
10.1		Share Purchase Agreement dated December 16, 2022 by and between Muliang Viagoo Technology Inc. and Viagoo Inc.
10.2		Promissory Note by and between Muliang Viagoo Technology Inc. and Viagoo Inc. Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	MULIANG VIAGOO TECHNOLOGY, INC.
	a Nevada corporation

Dated: May 16, 2023	By:	/s/ Lirong Wang
		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.~~2

	MULIANG VIAGOO TECHNOLOGY, INC.
	a Nevada corporation
Dated: December 22, 2022	By:	/s/ Lirong Wang
		Chief Executive Officer

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