Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the month of January 2024

 

Commission File Number: 001-41385

 

 

Visionary Holdings Inc.

 

95 Moatfield Dr. First floor

Toronto, Ontario, Canada M3B 0A2

905-739-0593

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒             Form 40-F ☐

 

 

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

As previously reported, on December 11, 2023, the shareholders of Visionary Holdings Inc., f/k/a Visionary Education Technology Holdings Group Inc. (the “Company”), approved to change the Company’s name from “Visionary Education Technology Holdings Group Inc.” to “Visionary Holdings Inc.” (the “Name Change”). On January 30, 2024, the Company filed Articles of Amendment on change of name with Ontario Business Registry, Canada, reflecting the Name Change.

 

On February 8, 2024, the Company issued a press release announcing the Name Change. The Company’s common shares will continue to trade under the ticker symbol “GV”.

 

No action by the Company's shareholders is required with respect to the Name Change. The CUSIP number for the Company’s common shares will remain unchanged.

 

A copy of the Articles of Amendment on Change of Name is attached hereto as Exhibit 3.1. A copy of the press release is attached hereto as Exhibit 99.1.

 

 

 

EXHIBIT INDEX

 

Exhibit		Exhibit Description
3.1		Articles of Amendment and Certificate of Amendment
99.1		Press Release Dated February 8, 2024.

 

 

 

 

 

 

 

 

 

 

2

 

 

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, thereunto duly authorized.

 

	Visionary Holdings Inc.
	By:	/s/ Rusheng Wu
	Name:	Rusheng (Ransom) Wu
	Title:	Chief Executive Officer
Dated: February 8, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

Exhibit 3.1

 

Ministry of Public and Business Service Delivery Ministère des Services au public et aux entreprises Certificate of Amendment Business Corporations Act Certificat de modification Loi sur les sociétés par actions VISIONARY HOLDINGS INC. Corporation Name / Dénomination sociale 1901673 Ontario Corporation Number / Numéro de société de l’Ontario This is to certify that these articles are effective on La présente vise à attester que ces statuts entreront en vigueur le January 30, 2024 / 30 janvier 2024 Director / Directeur Business Corporations Act / Loi sur les sociétés par actions The Certificate of Amendment is not complete without the Articles of Amendment Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Director/Registrar Ce certificat de modification n’est pas complet s’il ne contient pas les statuts de modification Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises . Directeur ou registrateur

Ministry of Public and Business Service Delivery Articles of Amendment Business Corporations Act Corporation Name (Date of Incorporation/Amalgamation) VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC. (August 20, 2013) 1. The name of the corporation is changed to: VISIONARY HOLDINGS INC. 2. The number of directors or the minimum/maximum number of directors are amended as follows: Not amended 3. The articles are amended as follows: A. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter "None": Not amended B. The classes and any maximum number of shares that the corporation is authorized to issue: Not amended C. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors' authority with respect to any class of shares which may be issued in series. If there is only one class of shares, enter "Not Applicable": Not amended BCA - Articles of Amendment - VISIONARY HOLDINGS INC. - OCN:1901673 - January 30, 2024 The endorsed Articles of Amendment are not complete without the Certificate of Amendment. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Page 1 of 3 Director/Registrar, Ministry of Public and Business Service Delivery

D. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows. If none, enter "None": Not amended E. Other provisions: Not amended 4. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act. 5. The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on: December 11, 2023 The articles have been properly executed by the required person(s). BCA - Articles of Amendment - VISIONARY HOLDINGS INC. - OCN:1901673 - January 30, 2024 The endorsed Articles of Amendment are not complete without the Certificate of Amendment. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Page 2 of 3 Director/Registrar, Ministry of Public and Business Service Delivery

Supporting Information - Nuans Report Information Nuans Report Reference # Nuans Report Date 122121196 January 22, 2024 BCA - Articles of Amendment - VISIONARY HOLDINGS INC. - OCN:1901673 - January 30, 2024 The endorsed Articles of Amendment are not complete without the Certificate of Amendment. Certified a true copy of the record of the Ministry of Public and Business Service Delivery. Page 3 of 3 Director/Registrar, Ministry of Public and Business Service Delivery

Exhibit 99.1

 

Visionary Announces Name Change

 

TORONTO, Feb. 8, 2024 /PRNewswire/ – Visionary Holdings Inc. (f/k/a Visionary Education Technology Holdings Group Inc.) (NASDAQ: GV) (“Visionary” or the “Company”), a private education provider located in Canada, with subsidiaries in Canada and market partners in China, today announced it has changed its legal name from Visionary Education Technology Holdings Group Inc. to Visionary Holdings Inc.

 

The Company’s common shares will continue to trade under the ticker symbol “GV”. No action by the Company's shareholders is required with respect to the name change. The CUSIP number for the Company’s common shares will remain unchanged.

 

About Visionary Holdings Inc. (f/k/a Visionary Education Technology Holdings Group Inc.)

 

Visionary Holdings Inc. (f/k/a Visionary Education Technology Holdings Group Inc.), headquartered in Toronto, Canada, is a private education provider located in Canada, with subsidiaries in Canada and market partners in China, that offers high-quality education resources to students around the globe. The Company aims to provide access to secondary, college, undergraduate and graduate and vocational education to students in Canada through technological innovation so that more people can learn, grow and succeed to their full potential. As a fully integrated provider of educational programs and services in Canada, the Company has been serving and will continue to serve both Canadian and international students. For more information, visit the Company's website at https://ir.visiongroupca.com/.

 

Forward-Looking Statements

 

All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "believes," "expects," "anticipates," "estimates," "intends," "would," "continue," "should," "may," or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and in its other filings with the SEC.

 

For more information, please contact:

Visionary Holdings Inc. (f/k/a Visionary Education Technology Holdings Group Inc.)

Investor Relations Department

Email: [e-mail]

 

 

 

---