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

~~March 31~~August 27, ~~2023~~2024 (August 23, 2024)

Date of Report (Date of earliest event reported)

~~GUSHEN,~~ZHUOXUN HONGTU INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		000-55666		47-3413138
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Room 513, 5th Floor, No. 5 Haiying Road Fengtai District, Beijing, China		100070
Room 1312-13, 14th Floor, Building No. 2, 1 Hangfeng Road, Fengtai District, Beijing, China 100070		100070
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +86-139-4977-8662

N/A

(Former name or former address, if changed since last report)

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

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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~~Section 5 ~~3.02~~- ~~Unregistered~~Corporate ~~Sales~~Governance ofand ~~Equity Securities.~~Management

~~Gushen, Inc~~Item 5.03 ~~(the~~Amendments ~~“Company”) previously filed a Current Report on Form 8-K (the “Initial Form 8-K”) on March 31, 2023~~ to ~~report~~Articles ~~that, on March 31, 2023, the Board~~ of ~~Directors~~Incorporation ~~of the~~or ~~Company~~Bylaws; ~~approved~~Change the issuance under the Company’s Equity Incentive Plan (the “EIP”) of an aggregate of 12,618,523 restricted shares of common stock (the “Awards”) to certain employees (the “Participants”) of Edeschler Limited, the Company’s Hong Kong subsidiary, pursuant to certain stock award agreement (collectively the “Award Agreements”, each an “Award Agreement”) with each of the Participants. A list of the Participants was provided in ~~the~~Fiscal ~~Initial Form 8-K~~Year. A form of the Award Agreements was attached as Exhibit 10.1 to the Initial Form 8-K. The issuance of shares of the Restricted Stock was intended to be made pursuant to the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

On ~~the~~August 23, ~~same day~~2024, ~~the~~pursuant ~~Company~~to ~~and~~Section ~~each~~ 78.390(8) of the ~~Participants~~Nevada ~~agreed~~Revised toStatutes ~~amend~~ (the ~~Award~~“NRS”), ~~Agreement~~the toboard ~~clarify~~of ~~certain~~directors ~~stock issuance procedures~~ (~~as amended,~~ the “~~Amended Award Agreement~~Board”). of ~~Pursuant~~Gushen, toInc. (the ~~Amended~~“Company”) ~~Award~~approved ~~Agreement,~~ the ~~Awards~~change ~~shall~~of bethe ~~issued~~Company’s onname ~~March~~from 31“Gushen, ~~2023,~~Inc.” ~~bearing~~to a“Zhuoxun Hongtu ~~legend~~Inc.” ~~that~~to ~~such~~align ~~Awards shall~~with bethe ~~vested~~Company’s onoperations ~~June~~and ~~30,~~brands ~~2023,~~for ~~and~~its subsidiaries (the ~~Participants~~“Name ~~shall~~Change”) ~~have~~and ~~all of~~ the filing ~~rights~~ of a ~~holder~~certificate of ~~shares~~amendment of(the ~~common~~“Certificate ~~stock~~ of ~~the Company,~~Amendment”) ~~subject~~with to the ~~restrictions~~Secretary ~~provided~~of ~~under~~State ~~the~~for ~~Amended Award Agreement and~~ the ~~EIP.~~State ~~A form~~ of ~~the~~Nevada ~~Amended~~effectuating ~~Award~~such ~~Agreement~~Name ~~is attached as Exhibit 10~~Change.~~1 hereto and is incorporated herein by reference.~~

~~Item~~The 9Certificate of Amendment was filed with the Secretary of State for the State of Nevada on August 23, 2024.01 ~~Financial~~A ~~Statements~~copy ~~and~~of the certificate of amendment is filed as Exhibits 3.1.

Exhibit No.		Description
10.1		Form of Amended and Restated Restricted Stock Award Agreement dated March 31, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to the Company’s Articles of Incorporation, dated August 23, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~1

~~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.~~SIGNATURES

	Gushen, Inc.
Date: May 8, 2023	By:	/s/ Yulong Yi
	Name:	Yulong Yi
	Title:	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Chairman

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.

	Zhuoxun Hongtu Inc.

Date: August 27, 2024	By:	/s/ Yulong Yi
	Name:	Yulong Yi
	Title:	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Chairman

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