8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 20, 2023

Commission File Number 000-54171

LNPR GROUP INC.

(Exact name of small business issuer as specified in its charter)

Colorado	26-1381565
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

175 S. Main St., Suite 1410, Salt Lake City, UT 84111

(Address of principal executive offices)

(801) 699-2928

(Issuer’s telephone number)

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 (see General Instructions A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01 Regulation FD Disclosure.

On January 20, 2023, LNPR Group Inc., a Colorado corporation (the “Company”), issued a press release announcing the appointment of Mark Emerson as Chairman and CEO. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

The furnishing of the press release is not an admission as to the materiality of any information therein. The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information in this Item 7.01 of this Current Report on Form 8-K, the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release Dated January 20, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LNPR Group Inc.
Date: January 20, 2023	By:	/s/ Mark Emerson
		Mark Emerson, Chief Executive Officer

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EX-99.1

Exhibit 99.1

Former Pearson Education VP Appointed as Chairman/CEO of LNPR Group Inc.

Salt Lake City, Utah, Jan 20, 2023 (GLOBE NEWSWIRE) – LNPR Group Inc. (“LNPR” or the “Company”) appointed Mark Emerson as Chairman of the Board and CEO in Q4 2022. Mr. Emerson has 22 years of experience as a company founder and C-level executive in the digital English language market.

Mr. Emerson first entered the technology arena in 2000 and led the restructuring of Ellis Inc., an English-language technology company that was publicly listed at the time. After building Ellis to renewed strength, he sold it to Pearson Education, the largest education company in the world. Emerson then served as VP of International Digital English at Pearson Education for eight years where he further strengthened his network and his expertise in global product distribution.

  Later, Mr. Emerson founded NYC English LLC in 2015, an award-winning Edtech software firm specializing in English language instruction. Since then, NYC English has expanded its product lines and brand presence into 15 countries across Asia and Latin America. He now plans to go one step further and transform the learning experience through groundbreaking AI teaching technology developed by NYCEdutec, a wholly-owned subsidiary of the Company.   Mr. Emerson has rare and invaluable knowledge of how English language instruction products are bought and used globally. This is evident by his success in securing distribution channels across the globe. Unlike most other companies offering English learning products to the market, Mr. Emerson’s ability, network, and know-how allow him to employ a different and more effective sales channel strategy, reaching a much greater number of users via mobile network operators, cable/satellite TV distributors, and international educational publishers. The established audiences of these distributors within Asia, Latin America, and the U.S. represent a potential end-user reach of over 2 billion. Within the U.S., Mr. Emerson has already secured a partner to distribute across all 50 states once the AI product is ready for launch anticipated in Q3 2023.   Now, it is Mr. Emerson’s mission to take LNPR Group Inc. to become the first mover in delivering NYCEdutec's AI English learning software to a global audience, further expanding this proven distribution method by building on the network that he and his team has established over the years.

About NYCEdutec

NYCEdutec is creating the future of learning. It is a wholly-owned subsidiary of LNPR Group Inc. NYCEdutec is building artificial intelligence with 20 unique engines to capture and analyze behavioral data from millions of users enabling high-quality, individualized teaching on a huge scale. Its AI-powered ‘Super Teachers’ will solve the problem that human teachers are in short supply and bring more effective, affordable, and personalized teaching to all. It is currently building 'AI English’ to address the growing demand for fluency in English and plans expansion into teaching Science, Technology. Engineering and Math.

For more information about NYCEdutec, please visit https://www.nycedutec.com.

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SAFE HARBOR

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the applicable securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. 

These forward-looking statements include, but are not limited to, statements regarding the terms and conditions of the proposed business combination and related transactions disclosed herein, the timing of the consummation of such transactions, assumptions regarding shareholder redemptions and the anticipated benefits and financial position of the parties resulting therefrom. These statements are based on various assumptions and/or on the current expectations of LNPR’s management. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of LNPR. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; changes in the assumptions underlying LNPR's expectations regarding its future business; and the effects of competition on LNPR’s future business.

If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that LNPR presently does not know or currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect expectations, assumptions, plans or forecasts of future events and views as of the date of this press release. LNPR anticipates that subsequent events and developments will cause these assessments to change. However, while LNPR may elect to update these forward-looking statements at some point in the future, LNPR specifically disclaims any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing LNPR (or its respective affiliates') assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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XML

Cover	Jan. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 20, 2023
Entity File Number	000-54171
Entity Registrant Name	LNPR GROUP INC.
Entity Central Index Key	0001454510
Entity Tax Identification Number	26-1381565
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	175 S. Main St.,
Entity Address, Address Line Two	Suite 1410
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84111
City Area Code	(801)
Local Phone Number	699-2928
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Not applicable.
Entity Emerging Growth Company	false