Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 31, 2024

Kid Castle Educational Corporation

(Exact name of registrant as specified in its charter)

Delaware		File Number: 000-56174		59-2549529
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

370 Amapola Ave., Suite 200A, Torrance, CA 90501

(Address of principal executive offices) (Zip Code)

(310) 895-1839

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Securities registered pursuant to Section l 2(b) of the Act:

Title of each class Trading		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value of $0.0001		KDCE		OTCMKTS

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Risk Factors section of this report.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Item 2.01 - Completion of Acquisition or Disposition of Assets.

On May 31, 2024, the Board of Directors of Kid Castle Educational Corporation (the “Company”), at a special meeting held in Torrance, California, ratified an Installment Sale Agreement entered on January 12, 2024, between the Company and American Community Capital LP, a California limited partnership controlled by Kid Castle’s CEO, for the sale of Alpharidge Capital LLC, the Corporation’s main operating subsidiary (“Alpharidge”).

With this ratification, the sale of Alpharidge evidenced by the Installment Sale Agreement which was executed on January 12, 2024 was consummated. Following this consummation of the disposition, the Company shall no longer include the operations of Alpharidge in its consolidation financial statements. All liabilities related to the business of Alpharidge has been assumed by the purchaser.

The consideration for the Disposition consisted of (i) purchaser’s assumption of all the related liabilities of Alpharidge Capital, plus (ii) the payment of cash in the amount of $1,562,067, payable in two hundred and forty (240) equal monthly payments of $6,510, beginning on July 1, 2024, and paid on the first day of the month thereafter until June 1, 2044.

Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Installment Sale Agreement, dated as of January 12, 2024

10.2		Board Resolution to Ratify the Sell of Alpharidge, dated May 31, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

		Kid Castle Educational Corporation

Dated:	June 03, 2024	By:	/s/ Frank I Igwealor
			Frank I Igwealor, CPA, JD, CMA, CFM, ESQ.
			President and CEO

Exhibit 10.1

Exhibit 10.2

Cover	May 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 31, 2024
Entity File Number	000-56174
Entity Registrant Name	Kid Castle Educational Corporation
Entity Central Index Key	0001049011
Entity Tax Identification Number	59-2549529
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	370 Amapola Ave.
Entity Address, Address Line Two	Suite 200A
Entity Address, City or Town	Torrance
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90501
City Area Code	310
Local Phone Number	895-1839
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par
Trading Symbol	KDCE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true