SGOC SGOCO Group Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549
____________

FORM 6-K/A

(Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13 a -16 or 15 d -16 under the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 8, 2017

Commission File Number: 1-35016

SGOCO Group, Ltd.

UNIT 1614, NORTH TOWER,

CONCORDIA PLAZA

NO 1 SCIENCE MUSEUM ROAD

TSIM SHA TSUI EAST, KOWLOON

HONG KONG

(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 x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

The financial statements attached hereto as Exhibit 99.1 are hereby incorporated by reference to the Registration Statement on Form F-3 (File No. 333-176437) of the Company.

EXPLANATORY NOTE

On May 8, 2017, SGOCO Group, Ltd. (the “Company”) filed a Form 6-K (the “Initial Form 6-K”) to report that SGOCO International (HK) Limited (“SGOCO International”), a wholly-owned subsidiary of SGOCO Group, Ltd. (the “Company”), completed the acquisition of all of the issued share capital of Century Skyway Limited pursuant to a Share Sale and Purchase Agreement with Full Linkage Limited (the “Agreement”) pursuant to which SGOCO International acquired all of the issued and outstanding capital stock of Century Skyway Limited (“CSL”), which was owned by the Seller. In consideration for the acquisition of Century, SGOCO International paid to the Seller $32,600,000 and SGOCO issued to the Seller 1,500,000 of its ordinary shares (the “Shares”). In May 2017, the acquisition of CSL was closed and the Purchaser fully paid $32,600,000 in cash plus 1,500,000 shares of common stock of the Company and received 100% of the shares and ownership of CSL.

This Form 6-K/A is being filed to provide the financial statements of CSL and the unaudited pro forma financial information of the Company after giving effect to the consummation of the acquisition of CSL.

Contents

Financial Statements and Exhibits.

Exhibits

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