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 reported) May 116, 2024

	SYNERGY EMPIRE LIMITED
	(Exact name of registrant as specified in its chapter)

Nevada

333-235700

38-4096727

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Lot 1G & 2G,

Kompleks Lanai

No. 2, Persiaran Seri Perdana

62250 Putrajaya, Malaysia

(Address of principal executive offices)

(Zip Code)

+603 8890 2968

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 CFR230.425)

☐	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
Common Stock		SHMY		OTCQB

Item 1 5.0103 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws

On May 116, 2024, ~~Synergy Empire Limited (~~the “Company”) ~~entered~~filed ~~into~~with athe ~~Regulation~~Secretary Sof ~~Stock~~State ~~Purchase~~of ~~Agreement (~~the ~~“Purchase Agreement”)~~State ~~with~~of ~~two~~Nevada ~~investors,~~a ~~Michael~~Certificate ~~Tan~~of ~~and~~Amendment ~~Andy Choe~~ (~~collectively,~~ the “~~Investors~~Certificate of Amendment”), ~~relating~~increasing to the ~~sale~~ bynumber ~~the Company~~ of anauthorized ~~aggregate of 500,000~~ shares of ~~the~~(i) ~~Company’s~~ common stock, $0.0001 par value per share, ~~(the~~from ~~“Common~~5,000,000 shares ~~Stock”)~~to at50,000,000 ashares; ~~price~~and of(ii) undesignated preferred stock, $0.200001 par value per share. ~~Mr.~~from ~~Tan purchased 250~~500,000 shares ofto ~~Common Stock~~20, ~~and Mr. Choe purchased 250~~000,000 shares ~~of Common Stock~~. ~~The~~A copy ~~sale~~ of the ~~securities~~Certificate ~~was consummated contemporaneously with the execution~~ of ~~the~~Amendment ~~Investment~~is ~~Agreements.~~attached ~~The~~hereto ~~Company received~~as ~~aggregate~~Exhibit ~~gross proceeds from the Investors of $100,000~~3.1 ~~The~~and ~~Company~~incorporated ~~intends~~herein toby ~~use the proceeds for general corporate purposes~~reference.

~~The~~In ~~representations~~addition, ~~warranties~~on ~~and~~May ~~agreements~~16, by2024, the Company ~~and~~filed with the ~~Investors~~Secretary inof ~~the~~State ~~Purchase~~of ~~Agreement~~the ~~were~~State ~~included~~of ~~for~~Nevada ~~the~~a ~~purpose~~Certificate of ~~the~~ ~~allocating~~Designation ~~certain~~(the ~~risks~~“Series A ~~between~~Certificate ~~the~~of ~~parties~~Designation”) todescribing the ~~Investment~~preferences, ~~Agreements~~rights and ~~were~~limitations ~~for the benefit~~ of the ~~parties~~Company’s toSeries ~~such~~A ~~agreements~~Preferred Stock, ~~and~~$0.0001 ~~not~~par ~~any~~value ~~third~~per ~~parties~~share. The ~~foregoing~~Series ~~summary~~A isCertificate ~~qualified~~of inDesignation ~~its~~authorized ~~entirety~~the byissuance ~~reference~~of up to ~~the~~10,000,000 ~~Purchase~~shares ~~Agreement~~of ~~which~~Series isA ~~attached~~preferred ~~hereto~~stock, aspar ~~Exhibit~~value 10$0.001 per share (the “Series A Preferred Stock”), with a stated value equal to $1.00 ~~hereto~~per share.

~~ITEM~~Holders 3of the Series A Preferred Stock are entitled to 1 vote per share on matters submitted to a vote of the Company’s stockholders.2 Upon ~~Unregistered~~any ~~Sales~~liquidation, dissolution or winding-up of ~~Equity~~the ~~Securities~~Company, whether voluntary of involuntary, the holders of the Series A Preferred Stock will be entitled to receive out of the assets of the Company an amount equal to the stated value of the Series A Preferred Stock and any other fees or liquidated damages then due and owing, for each share of Series A Preferred Stock before any distribution or payment is made to the holders of any junior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock will be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

The ~~information~~foregoing ~~set~~descriptions ~~forth~~of the Certificate of Amendment and the Series A Certificate of Designation are qualified in ~~Item~~its entirety by the provisions of the Certificate of Amendment and the Series A Certificate of Designation filed hereto as Exhibits 3.1 and 3.012, ~~above~~respectively, and isare incorporated ~~herein~~ by reference herein.

~~In the~~Item ~~transaction,~~9.01 ~~the~~Financial ~~Company~~Statements ~~offered~~ and sold shares of Common Stock pursuant to Mr. Tan and Mr. Choe in reliance upon exemptions from registration under the Securities Act afforded by Regulation S promulgated thereunder. The Company relied upon the representations made by the Investors in the Purchase Agreement in determining that such exemption was available.Exhibits

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits.

Exhibit No.		Description of Document

3.1		Certificate of Amendment

3.2		Series A Certificate of Designation

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

The following Exhibits are furnished herewith:

Exhibit Number		Description
10.1		Regulation S Stock Purchase Agreement, dated May 1, 2024, by and between the Company, Michael Tan and Andy Choe (1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1) Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SYNERGY EMPIRE LIMITED
Date: May 7, 2024	By:	H’sien Loong Wong
Date: May 22, 2024	By:	H’sien Loong Wong
	Name:	H’sien Loong Wong
	Title:	President

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