Item 3.02 Unregistered Sales of Equity Securities

On June 14, 2022, CXJ Group Co., Limited ("Company") completed the issuance and sales of an aggregate of 223,500 shares at a price of $0.66 per shares with each share consisting of one share of the Company's common stock, par value $0.001 per share (the "Common Stock") in a private placement to Minggang Qian (the "Purchaser"), pursuant to the Subscription Agreement dated as of June 9, 2022 between the Company and the Purchaser. The net proceeds to the Company amounted to $147,510. The $147,510 in proceeds went directly to the Company as working capital.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits

Exhibit No.   Description
10.1            Subscription Agreement
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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