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): ~~March~~April 36, 2021 (April 1, 2021)

Moxian, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-37902

27-3729742

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification Number)

~~Room~~Unit 911, 9/F, Tower 2, Silvercord, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR

Beijing 100027 Peoples’ Republic of China

(address of principal executive offices) (zip code)

Tel: +852 2961 4888

(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 (see General Instruction 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))

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. [ ]

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

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock MOXC Nasdaq Capital Market

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

As previously announced, on August 27, 2020, Moxian, Inc (the “Registrant”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”), with Btab Group, Inc (“BTAB”) for the exchange of (a) 59,270,000 shares of the common shares of BTAB for 59,270,000 shares of its new common shares and (b) 50,000,000 shares of BTAB Class B shares for 50,000,000 of its new Class A Preferred Shares.

On February 28, 2021, the Registrant and BTAB mutually agreed to terminate the Share Exchange Agreement, with immediate effect. Because the termination was by mutual agreement, neither party will bear any early termination fees or have any terms or conditions apply that are material to the Registrant.

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Effective ~~February~~April 281, 2021, ~~Mr.~~Board ~~James~~of ~~Tan~~Directors ~~Meng~~(the ~~Dong~~“Board”) ~~and~~of ~~Dr.~~Moxian, ~~David~~Inc ~~Cheang~~(the ~~Sien~~“Registrant”) ~~Chan~~appointed ~~resigned~~Ms. asZhao ~~members~~Yahui to of the Board of ~~Directors of~~ the Registrant as an independent director. ~~The~~There ~~resignations~~are ~~were~~no ~~for~~relationships ~~personal~~or ~~reasons~~related ~~and~~transactions ~~were~~between ~~not~~Ms. Zhao and the ~~result~~Registrant ofthat ~~any~~would ~~disagreement~~be ~~with~~required ~~the~~to ~~Registrant,~~be ~~the~~reported ~~Registrant’s management~~under orSection ~~the~~404(a) ~~Board~~of Regulation S-K.

~~Following~~Ms ~~the~~Zhao ~~departure~~Yahui, ofaged ~~both directors~~31, ~~the~~obtained ~~Registrant~~a ~~will~~Master’s ~~continue~~degree toin ~~satisfy~~Financial ~~the~~Management ~~Board~~from ofLoughborough ~~Directors~~University ~~composition~~in ~~requirements~~the ~~because~~United Kingdom ~~(i)~~in ~~the~~2013, ~~Board~~having offirst graduated with a Bachelor’s Degree in Hospitality and Travel Management from the ~~Registrant~~Florida ~~will~~International University ~~continue~~in June 2010. From August 2013 to ~~have~~December a2014, ~~majority~~she worked as the Executive Assistant to the Chairman of ~~independent~~Yangtai ~~directors~~Chengxin Group ~~following~~where ~~such~~she ~~resignations~~was involved in group investments and ~~(ii) the~~M&A ~~standing~~related ~~committees~~work. ~~will~~From ~~each~~June ~~continue~~2015 to ~~consist~~the ofpresent, ~~three~~she ~~independent~~is ~~members~~the Head of Department at ~~the~~Baidahuang ~~Board~~Cultural Tourism Co. Ltd. where she is responsible for market development and foreign investment and co-operation.

~~ITEM~~The Board 9believes that Ms.~~01.~~ ~~FINANCIAL~~Zhao ~~STATEMENTS~~should ~~AND~~serve ~~EXHIBITS~~as an independent director of the Company based on her experience.

~~(d)~~Also, ~~Exhibits~~effective from April 1, 2021, the Board elected Mr. Hao Qinghu as its Chairman. Mr. Hao is also the Chief Executive Officer of the Registrant. He has been a director of the Company since January, 2016. Mr. Hao replaces Mr. William Yap Guan Hong, who had served as non-executive chairman; Mr. Yap will remain on the Board.

99.1 Press release dated March 3, 2021.

SIGNATURE

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

	MOXIAN, INC.
Date: March 3, 2021	By:	/s/ Hao Qing Hu
Date: April 6, 2021	By:	/s/ Tan Wanhong
	Name:	~~Hao~~Tan ~~Qing Hu~~Wanhong
	Title:	Chief ~~Executive~~Financial Officer and Board Secretary

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