Item 1.01 Entry into a Material Definitive Agreement.






Common Stock Offering

On May 19, 2021, May 28, 2021 and June 4, 2021, Leader Capital Holdings Corp., a Nevada corporation (the "Company"), entered into separate securities purchase agreements (collectively, the "SPAs") with two existing shareholders of the Company and one other accredited investor (collectively, the "Purchasers"), to sell shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), for a purchase price per share of $0.10 (the "Offering"). At the closing of the Offering, the Company will sell an aggregate of 2,400,000 shares of Common Stock (the "Shares") to the Purchasers, resulting in $240,000 in aggregate proceeds for the Company.

The SPAs contain representations and warranties, covenants and conditions, customary for transactions of this type.

The foregoing descriptions of the SPAs do not purport to be complete descriptions of the rights and obligations of the parties thereunder and are qualified in their entirety by reference to the full text of the form of SPA, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by this Item 3.02, the disclosure set forth in Item 1.01 above is incorporated herein by reference. The issuance of the Shares in the Offering will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption from registration (a) under Section 4(a)(2) of the Securities Act, (b) under Rule 504 or Rule 506 of Regulation D under the Securities Act and/or (c) provided by Regulation S of the Securities Act inasmuch as certain Purchasers are persons other than "U.S. persons" (as defined in Rule 902 under the Securities Act) and the requirements of Rule 903 under the Securities Act are otherwise met.

Upon issuance of the Shares at the closing of the Offering, the Company will have 154,999,219 shares of Common Stock issued and outstanding.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description

   10.1         Form of Securities Purchase Agreement

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