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 April
2025
Commission File Number:
001-36363
TCTM KIDS IT EDUCATION
INC.
19/F, Building A, Vanke
Times Center
No.186 Beiyuan Road,
Chaoyang District
Beijing, 100102, People’s
Republic of China
Tel: +86 10 6213-5687
(Address of Principal
Executive Offices)
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 ¨
EXHIBITS
SIGNATURE
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.
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TCTM Kids IT Education Inc. |
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By: |
/s/ Heng Wang |
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Name: |
Heng Wang |
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Title: |
Chief Executive Officer |
Date: April 7, 2025
Exhibit 99.1
TCTM Announces Entering into An Intangible Asset
Purchase Agreement
BEIJING, April 7, 2025 /PRNewswire/ -- TCTM Kids
IT Education Inc. (NASDAQ: TCTM) (“TCTM” or the “Company”), a leading provider of IT-focused supplementary STEM
education services in China, today announced that it has entered into an intangible asset purchase agreement with Jeethen International
Co., Limited (“Jennthen”) on April 1, 2025 (the “Agreement”). Under the Agreement, the Company will acquire from
Jeethen core algorithms and related software and hardware systems for brain-computer interfaces, valued at US$10.85 million. As consideration,
the Company agrees to issue 135,625,000 Class A ordinary shares of the Company to Jeethen. The number of Class A ordinary shares to be
issued was determined by dividing the total consideration of US$10.85 million by the per share purchase price of approximately US$0.08,
the closing sale price of the Company’s American depositary shares (“ADSs”) as reported by Nasdaq on March 31, 2025.
Each ADS currently represents five of the Company’s Class A ordinary shares.
Mr. Shaoyun Han, chairman of the Board., commented,
“This transaction is a critical step of the Company’s business strategy of expansion into the AI-driven medical software
industry, further diversifying our business. We anticipate meaningful revenue growth, improved profit margins and believe this purchase
will serve as a powerful catalyst for long-term value creation.” The closings of the transactions are subject to the satisfaction
of customary closing conditions and are expected to take place no later than April 7, 2025.
About TCTM Kids IT Education Inc.
TCTM is a leading provider of IT-focused supplementary
STEM education services in China. Through its innovative education platform combining live distance instruction, classroom-based tutoring
and online learning modules, TCTM offers IT-focused supplementary STEM education programs, including computer coding and robotics programming
courses, etc., targeting students between three and eighteen years of age. Aiming to encourage "code to learn," TCTM embraces
the latest trends in STEM education and technology to develop children's logical thinking and learning abilities while allowing them to
discover their interests and potential.
Safe Harbor Statement
This current report contains forward-looking statements
made under the "safe harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”
“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates,” “confident” and similar statements. TCTM may also make written or oral forward-looking statements
in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press
releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements
that are not historical facts, including any business outlook and statements about TCTM’s beliefs and expectations, are forward-looking
statements. Many factors, risks and uncertainties could cause actual results to differ materially from those in the forward-looking statements.
For further information, please contact:
Investor Relations Contact
TCTM Kids IT Education Inc.
Email: ir@tctm.cn
Exhibit 99.2
THIS EXHIBIT OMITS CERTAIN INFORMATION, IDENTIFIED BY ***, THAT IS NOT MATERIAL AND THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
INTANGIBLE ASSET PURCHASE AGREEMENT
THIS INTANGIBLE ASSET PURCHASE
AGREEMENT (this “Agreement”) is entered into as of April 1, 2025, between TCTM Kids IT Education Inc., a
Cayman Islands exempted company (“Buyer”) and JEETHEN INTERNATIONAL CO., LIMITED, a HONG KONG company (“Seller”).
RECITALS
WHEREAS, Seller desires
to sell to Buyer, and Buyer desires to purchase from Seller, an intangible asset of the Seller, as set forth in Exhibit A attached
hereto (the “Intangible Asset”) on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in
consideration of the mutual agreements, representations, warranties and covenants set forth below, Buyer and Seller hereby agree as follows:
AGREEMENT
1. Definitions. As used in this Agreement, the following terms shall have the following meanings:
1.1 “Agreement” has the meaning given in the Preamble.
1.2 “Buyer” has the meaning given in the Preamble.
1.3 “Closing” means the consummation of the transactions contemplated hereby.
1.4 “Closing Date” has the meaning given in Section 3.
1.5 “Governmental Entity” means any court, or any federal, state, municipal or other governmental authority, department, commission, board, agency or other instrumentality (domestic or foreign).
1.6 “Intangible Asset” has the meaning given in the Recitals.
1.7 “Lien” means any mortgage, pledge, lien, security interest, option, covenant, condition, restriction, encumbrance, charge or other third-party claim of any kind.
1.8 “Person” means an individual, corporation, partnership, limited liability company, association, trust, Governmental Entity or political subdivision or agent or instrumentality thereof, or other entity or organization.
1.9 “Purchase Price” has the meaning given in Section 2.3(b).
1.10 “Seller” has the meaning given in the Preamble.
1.11 “Shares” has the meaning given in Section 2.3(b).
1.12 “Valuation” has the meaning given in Section 2.3(a).
1.13 “Tax” has the meaning given in Section 6.1.
1.14 “Tax Return” has the meaning given in Section 6.1.
2. Sale and Purchase.
2.1 Transfer
of Intangible Asset. Subject to the terms and conditions of this Agreement, Seller shall sell, assign, grant, transfer, and deliver
(or cause to be sold, assigned, granted, transferred and delivered) to Buyer or any Person(s) designated by Buyer, and Buyer shall purchase
and accept from Seller as of the Closing Date, free and clear of all Liens, all of Seller’s rights, title and interest in and to
all of the Intangible Asset.
2.2 Liabilities.
Buyer assumes no current liabilities with respect to the Intangible Asset. For the avoidance of doubt, Buyer does assume responsibility,
as required, for the payment of registration fees and related fees due in the future for maintaining registration or ownership of the
Intangible Asset.
2.3 Purchase Price.
(a) The Intangible Asset was valued by an independent qualified professional valuer, Zhongjing Hongwei (Beijing) Asset Appraisal Co., Ltd., at 10.85 million US Dollars (the “Valuation”).
(b) Subject to the full performance by Seller of all of its obligations under this Agreement, Buyer shall issue and sell an aggregate of 135,625,000 Class A ordinary shares (the “Shares”) of Buyer, par value $0.001, to Seller or any Person(s) designated by Seller. The number of Class A ordinary shares to be issued and sold has been determined by dividing the Valuation by $0.08 (the “Purchase Price”) for each Class A ordinary shares, which is calculated as the closing sale price of the Company’s American depositary shares (“ADSs”) as reported by the Nasdaq Stock Market on March 31, 2025, after adjustment for the ADS-to-Ordinary Share ratio of 1:5.
3. Closing. The Closing shall take place as soon as possible after the execution of this Agreement and in any event no later than April 7, 2025 (the “Closing Date”). At the Closing (i) Seller will deliver the Intangible Asset to Buyer or any Person(s) designated by Buyer, including all software, documentation and other materials necessary for Buyer or such designated Person(s) to use, test, understand and dispose of the Intangible Asset, (ii) Buyer will issue and sell the Shares to Seller or any Person(s) designated by Seller, and (iii) Buyer and Seller, and their respective designated Persons where applicable, shall take such other actions and execute and deliver such other agreements, bills of sale, patent transfers and other instruments and documents as are necessary and proper to effect the transactions contemplated by this Agreement in accordance with its terms.
4. Representations and Warranties of Seller.
Seller hereby represents and warrants to Buyer, as of the Closing Date, as follows:
4.1 Organization,
Standing. Seller is a corporation duly organized, validly existing and in good standing under the laws of HONG KONG, and has
full power and authority and the legal right to execute and deliver this Agreement and all of the other agreements and instruments to
be executed and delivered by Seller pursuant hereto, and to consummate the transactions contemplated hereby and thereby.
4.2 Authority.
The execution and delivery of this Agreement (and all other agreements and instruments contemplated under this Agreement) by Seller,
the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action by the directors and stockholders of Seller, and no other act or
proceeding on the part of or on behalf of Seller or its directors, officers or stockholders is necessary to approve the execution and
delivery of this Agreement and such other agreements and instruments, the performance by Seller of its obligations hereunder and thereunder
and the consummation of the transactions contemplated hereby and thereby.
4.3 Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Seller and constitutes, and the other instruments to be executed and delivered by Seller pursuant hereto, upon their execution and delivery by Seller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Buyer), legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms.
4.4 Consent and Approvals. There is no requirement applicable to Seller to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Seller of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Seller pursuant hereto.
4.5 No Violation. Neither the execution, delivery and performance of this Agreement and all of the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the certificate of incorporation or bylaws of Seller, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any contract, notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Seller is a party or by which Seller or the Intangible Asset may be bound, (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Seller or the Intangible Asset, or (d) result in any cancellation of, or obligation to repay, any grant, loan or other financial assistance received by Seller from any Governmental Entity.
4.6 Intangible Asset. Seller holds good and marketable title, license to or leasehold interest in the Intangible Asset and has the complete and unrestricted power and the unqualified right to sell, assign and deliver the Intangible Asset to Buyer. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire good and marketable title, license or leasehold interest to the Intangible Asset free and clear of any Liens and there exists no restriction on the use or transfer of the Intangible Asset.
4.7 Intellectual Property. To Seller’s knowledge, neither the development, manufacture, marketing, license, sale or use of any Intangible Asset infringes or will infringe any intellectual property or other proprietary right of any other Person. All registered trademarks, service marks, patents and copyrights constituting Intangible Asset are valid and subsisting. To Seller’s knowledge, there is no pending or threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of the Intangible Asset, nor has Seller received any notice asserting that any part of the Intangible Asset or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other Person. All fees to maintain Seller’s rights in the Intangible Asset due and payable on or before the Closing Date have been paid by Seller or will be paid by Seller within a reasonable period after the Closing.
4.8 Litigation; Other Claims. To Seller’s knowledge, there are no claims, actions, suits, inquiries, proceedings, or investigations against Seller, or any of its directors, officers or stockholders, relating to the Intangible Asset which are currently pending or threatened, at law or in equity or before or by any Governmental Entity, nor is Seller aware of any basis for such claims, actions, suits, inquiries, proceedings, or investigations.
4.9 Taxes. With respect to the Intangible Asset, each Tax required to have been paid with respect to the Intangible Asset by Seller has been duly paid in full on a timely basis. No claim or other proceeding is pending in respect of any Tax with respect to the Intangible Asset. There are no unsatisfied liabilities for Taxes with respect to the Intangible Asset.
5. Representations
and Warranties of Buyer. Buyer represents and warrants to Seller, as of the Closing Date, as follows:
5.1 Organization. Buyer is
a corporation duly formed and validly existing under the laws of Cayman Islands, and has full power and authority and the legal right
to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Buyer pursuant
hereto, and to consummate the transactions contemplated hereby and thereby.
5.2
Authority. The execution and delivery of this Agreement (and all other agreements and instruments contemplated under this
Agreement) by Buyer, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions
contemplated hereby and thereby have been duly authorized by all necessary action by the directors and shareholders of Buyer, and no
other act or proceeding on the part of or on behalf of Buyer or its directors, officers or shareholders is necessary to approve the execution
and delivery of this Agreement and such other agreements and instruments, the performance by Buyer of its obligations hereunder and thereunder
and the consummation of the transactions contemplated hereby and thereby.
5.3
Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer and constitutes,
and the other instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute
(assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements
of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy,
insolvency, moratorium, or other laws affecting the enforcement of creditors’ rights generally or provisions limiting competition,
and by equitable principles.
5.4 Consent and Approvals. There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by Buyer of the transactions contemplated by this Agreement and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto.
5.5 No Violation. Neither the execution, delivery and performance of this Agreement and of all the other agreements and instruments to be executed and delivered pursuant hereto, nor the consummation of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the certificate of incorporation or bylaws of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any notice, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound, or (c) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any of its properties or assets may be bound.
6. Tax Matters.
6.1 Payment
of Taxes. Prior to and for all periods following and including the Closing Date, the Seller shall pay when due any and all
Taxes attributable to or levied or imposed upon the Intangible Asset for periods (or portions thereof) through and including the
Closing Date whether or not such payment is required to be paid after the Closing Date and shall file all Tax Returns relating to
such Taxes within the time period for filing, and such Tax Returns shall be true, correct and complete. For purposes of this
Agreement, (1) “Tax Return” means any return, statement, report or form (including estimated tax returns
and reports, withholding tax returns and reports, any schedule or attachment, and information returns and reports) required to be
filed with respect to Taxes and (2) “Taxes” means (a) any net income, alternative or add on minimum tax,
gross income, estimated, gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital stock, profits, license,
registration, withholding, payroll, social security (or equivalent), employment, unemployment, disability, excise, severance, stamp,
occupation, premium, property (real, tangible or intangible), environmental or windfall profit tax, custom duty or other Tax,
governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to
Taxes or additional amount (whether disputed or not) imposed by any governmental entity responsible for the imposition of any such
Tax (domestic or foreign), (b) any liability for the payment of any amounts of the type described in clause (a) of this sentence as
a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any Taxable period, and (c) any
liability for the payment of any amounts of the type described in clause (a) or (b) of this sentence as a result of being a
transferee of or successor to any person or as a result of any express or implied obligation to assume such Taxes or to indemnify
any other person.
6.2 Transfer Taxes. All transfer, sales and use, registration, documentary, stamp, value added, registration and similar taxes
and fees (including any penalties and interest) imposed in connection with the purchase and sale of the Intangible Asset shall be borne
on an equal, [50%/50% basis] by Seller and Buyer, and the Seller shall be responsible for the filing of all tax returns and notices in
connection therewith.
7. Miscellaneous.
7.1 Amendments and Waivers; Successors and Assigns. Any term of this Agreement may be amended or waived with the written consent
of the parties or their respective successors and assigns. The terms and conditions of this Agreement shall inure to the benefit of and
be binding upon the respective permitted successors and assigns of the parties.
7.2 Governing Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations
of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Cayman Islands, without giving effect
to principles of conflicts of law.
7.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or
any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
7.4 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt,
when delivered personally or by courier, overnight delivery service or confirmed facsimile, confirmed electronic mail, or forty-eight
(48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid,
if such notice is addressed to the party to be notified at such party’s address, facsimile number, or electronic email address as
set forth below, or as subsequently modified by written notice.
7.5 Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the
provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its
terms.
7.6 Entire Agreement.
This Agreement and the documents referred to herein are the product of both of the parties hereto, and constitute the entire agreement
between such parties pertaining to the subject matter hereof and thereof, and merge all prior negotiations and drafts of the parties with
regard to the transactions contemplated herein and therein. Any and all other written or oral agreements existing between the parties
hereto regarding such transactions are expressly canceled.
[Signature page follows]
This Agreement has been duly executed and delivered by the parties
hereto, as of the date first above written.
BUYER:
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TCTM KIDS IT EDUCATION INC. |
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By: |
/s/ Heng Wang |
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Name: |
Heng Wang |
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Title: |
Chief Executive Officer |
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Address for Notice: **** |
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E-Mail: |
**** |
SELLER:
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JEETHEN INTERNATIONAL CO., LIMITED |
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By: |
/s/ Baichuan Liao |
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Name: |
Baichuan Liao |
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Title: |
President |
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Address for Notice: **** |
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E-Mail: |
**** |
EXHIBIT A
INTANGIBLE ASSET
Core Algorithms and Related Software and
Hardware Systems for Brain-Computer Interfaces, which can collect brain signals, decode them in real time, and control
external devices. The system converts the collected data, such as brainwaves, facial expressions, and head movements, into control
commands through signal processing and machine learning algorithms, thereby achieving mind control of computers, communication, or
external devices. In addition, the system further integrates artificial intelligence and large model technologies to enhance signal
processing, data decoding, and intelligent interaction capabilities. The system will be able to find applications in the future in
areas such as medical rehabilitation, assisted living, intelligent human – computer interaction, neuroscience research, and
mental disorder screening as well as brain health checkups. The products include active rehabilitation, vision testing, brain status
detection, and electronic meditation.
Grafico Azioni TCTM Kids IT Education (NASDAQ:TCTM)
Storico
Da Mar 2025 a Apr 2025
Grafico Azioni TCTM Kids IT Education (NASDAQ:TCTM)
Storico
Da Apr 2024 a Apr 2025
