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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of ~~February~~ March 2025

Commission File Number 001-41385

Visionary Holdings Inc.

(~~Registrant~~Translation of registrant's ~~Name~~name into English)

105 Moatfield Dr. Unit 1003

Toronto, Ontario, Canada M3B OA2 905-739-0593

(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 ☒                        40-F ☐

~~Entry~~MATERIAL ~~into~~CHANGE a– ~~Material~~ANNOUNCEMENT ~~Definitive~~OF ~~Agreement.~~PROPOSED SPIN-OFF AND MERGER

On ~~January~~March 3118, 2025, ~~Visionary~~the ~~Holdings~~Board ~~Inc.~~of (the “ Company”) ~~issued~~approved a ~~and~~proposal ~~sold~~for tothe anspin-off ~~accredited~~of ~~investor~~Visionary ~~(the~~Education ~~“Buyer”)~~Services a& ~~convertible~~Management ~~note~~Inc. (the “~~Note~~Spin-Off Entity”) ~~in the aggregate principal amount of $1~~,~~500,000,~~ ~~pursuant to~~ a ~~Securities~~wholly ~~Purchase~~owned subsidiary ~~Agreement~~of (the ~~“SPA”)~~Corporation. ~~dated~~Following asthe ~~of October 2~~spin-off, ~~2024.~~the ~~The~~Spin-Off ~~Note~~Entity ~~was~~will ~~sold~~merge aswith an ~~Additional~~affiliate ~~Note~~of asAddington ~~described~~Developments ~~in the SPA~~(“Addington”), whose ~~after~~principal anowner ~~initial~~is ~~note~~one ~~was~~of ~~sold~~the todirectors ~~the~~of ~~Buyer~~our onBoard, ~~October~~Mr. 2Zhong Chen, ~~2024 pursuant~~subject to ~~the~~customary ~~SPA~~approvals and conditions.

The ~~Note~~proposed ~~was~~spin-off ~~subject~~and tosubsequent anmerger ~~original issue discount~~are ofintended ~~10%, and is convertible, in whole and in part, from time~~ to ~~time~~establish ata ~~the~~separately ~~option~~publicly oflisted ~~the~~company ~~Buyer commencing on or after the earlier of (i) July 2, 2025 and (ii) twenty (20) Trading Days prior to the date~~ that ~~any~~will ~~Permitted~~focus ~~Securities~~on ~~(as defined in the SPA) may be initially sold, exercised, converted, exchanged, as applicable, after giving effect to any related Lock~~high-Uptech ~~Agreement with respect thereto,~~ and ~~(y) the~~AI-driven ~~initial~~real ~~date~~estate ofdevelopment ~~any event of default, as applicable, into the Company’s common shares (the “Common Shares”) at a conversion price equal to the lower of (i) $2.25,~~ and (ii) the greater of (x) the floor price then in effect and (y) 85% of the lowest trading price of the Common Shares during the 15 consecutive trading day period preceding the delivery of the conversion notice. The Buyer paid $1management,~~350,000 for the Note giving effect to the 10% original issue discount, less certain fees, and expenses payable by the Company.~~ ~~The~~including ~~Note~~data ~~may not be converted to the extent that the number of Common Shares owned by the Buyer and its affiliates will exceed 9~~centers.~~99% of the issued and outstanding shares of the Company at the time of conversion.~~

~~The~~During ~~Note~~the ~~matures~~Board onmeeting, ~~January~~it 31was fully disclosed that Mr. Zhong Chen, ~~2026~~a member of the Board of Directors of the Company, oris ~~earlier under~~the ~~certain~~majority ~~conditions~~principal of Addington. The ~~Note~~Board ~~accrues~~has ~~interest~~committed to atimplementing ~~the~~appropriate ~~greater~~governance ofmeasures, ~~(x)~~including ~~the~~obtaining ~~prime~~independent ~~rate~~fairness ~~plus~~opinion, ~~four~~recusal from voting and formation of a ~~half~~special ~~percent~~committee, ~~(4.5%)~~to ~~per~~ensure ~~annum and~~that ~~(y)~~the ~~nine~~transaction ~~percent~~is ~~(9%)~~conducted ~~per~~in ~~annum~~a manner that upholds shareholder interests and regulatory compliance.

The ~~Note~~ownership ~~ranks~~structure ~~senior to all present and future indebtedness~~ of the Company post-spin-off and ~~its~~merger ~~subsidiaries,~~will ~~subject~~be todetermined ~~certain~~based ~~permitted~~on ~~senior~~an ~~indebtedness~~independent ~~(including~~valuation ~~real~~conducted ~~estate~~by ~~mortgages). The Company has the right to redeem all, but not less than all, of the outstanding balance of the Note at~~ a ~~20%~~professional ~~premium~~appraisal tofirm ~~the~~engaged ~~greater of~~by the ~~balance of the Note and the equity value of the Common Shares underlying the Note~~Board. ~~The equity value of the Common Shares underlying~~Additional ~~the~~details ~~Note~~regarding ~~is calculated using~~ the ~~greatest~~transaction, ~~closing~~including ~~sale~~valuation ~~price~~results, offinal ~~the~~ownership ~~Common~~percentages, ~~Shares~~and ~~during~~regulatory ~~the~~approvals, ~~period~~will ~~from~~be ~~the date immediately preceding~~provided ~~the~~in ~~date~~due ~~of the applicable redemption notice to the trading day immediately prior to the date the redemption payment is made~~course.

The Company is ~~required~~in tothe ~~use~~process ~~its~~of ~~best~~finalizing ~~efforts~~transaction todetails ~~file,~~and ~~before~~obtaining ~~April~~required ~~30,~~approvals. ~~2025~~Further updates, aincluding ~~registration statement on~~ the ~~appropriate~~expected ~~form~~timeline ~~providing~~and ~~for~~regulatory ~~the~~filings ~~resale~~related byto the ~~Buyer of the Common Shares~~spin-off ~~issuable upon conversion of the Note~~ and ~~other~~merger, ~~Notes~~will ~~(as~~be ~~defined~~disclosed ~~in the SPA) outstanding~~ as ofthey ~~the date of the Note. The Company is also required to use its best efforts to cause such registration statement to~~ become ~~effective and to maintain the effectiveness of such registration statement~~available.

~~The~~This ~~foregoing~~disclosure ~~description~~is ofbeing ~~the~~furnished ~~Note~~in ~~and the~~accordance ~~Registration~~with ~~Rights~~the ~~Agreement~~requirements isof athe ~~summary~~Securities and isExchange ~~qualified~~Commission inand ~~its~~does ~~entirety~~not byconstitute ~~reference~~an offer to ~~the~~sell ~~full~~or ~~text~~a ofsolicitation ~~these documents, forms~~ of ~~which~~ ~~are~~an ~~filed as Exhibits 10.1 and 10.2, respectively,~~ offer to ~~this~~buy ~~Current~~any ~~Report~~securities onof ~~Form~~the ~~6-K~~Corporation ~~and~~or ~~incorporated~~its ~~herein by reference~~affiliates.

~~EXHIBIT~~CHANGES ~~INDEX~~IN REGISTRANTS' CERTIFYING ACCOUNTANT

Exhibit No		Description
10.1		Form of Senior Secured Convertible Promissory Note
10.2		Form of Registration Rights Agreement

(a)

Dismissal of Certifying Accountant

Effective March 18, 2025, Visionary Holdings Inc. (the “Company”) dismissed its independent auditors, WWC, P.C. (“WWC”), which action was approved by the Company’s Board of Directors on March 18, 2025.

WWC was engaged by the Company on December 6, 2024. Through the date of this report, WWC has neither provided any adverse opinion or qualifications on our financial statements nor had a disagreement with the Company since their engagement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements that, if not resolved to WWC’s satisfaction, would have caused WWC to make reference to the subject matter of the disagreement in connection with the audit of the Company’s financial statements. None of the reportable events described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K occurred within period of the engagement of WWC up to the date of dismissal.

WWC has provided a letter to us, dated March 20, 2025 and addressed to the SEC, which is attached hereto as Exhibit 16.1 and is hereby incorporated herein by reference.

(b)

Engagement of New Certifying Accountant

On March 18, 2025, the Board of the Company further determined it is in the best interest of the Company to engage Assentsure PAC (“Assentsure”) as independent auditors for the fiscal year ended March 31, 2025. During the two most recent fiscal years and in the subsequent period through the date of this report, we have not consulted with Assentsure with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the our consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

SIGNATURES

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, thereto duly authorized.

	VISIONARY HOLDINGS INC.
	By:	/s/ Xiyong Hou
February 11, 2025	Name: Title:	Xiyong HouChief Executive Officer
Date: March 21, 2025	Name: Title:	Xiyong HouChief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
16.1		Letter of WWC, P.C., dated March 20, 2025, regarding change in independent registered public accounting firm.

Filing Compare · Visionary Holdings Inc.