CXJ GROUP CO Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal years endedMay 31,2022 and 2021 (as restated)

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to ____________

Commission File Number:000-56425

CXJ GROUP CO., LIMITED

(Exact name of registrant as specified in its charter)

C290, DoBe E-Manor, Dongning Road No. 553,

Jianggan District, Hangzhou City,

Zhejiang Province, Peoples Republic of China,310026

(Address of principal executive office and zip code)

(86) 186 6817 5727

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:Common stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $3,116,333, computed by reference to the price at which the common equity was last sold, as of June 9, 2022.

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

TABLE OF CONTENTS

EXPLANATORY NOTE

Unless the context requires otherwise, references to “Company,” “ECXJ,” “we,” “us” and “our” are to CXJ Group Co., Limited.

Financial Information Included in this 10-K

This is the first Annual Report filed by the Company after the original filed 10-K for fiscal year ended May 31, 2021, filed on October 4, 2021,with the Securities and Exchange Commission(“ the SEC or Commission”). Readers should be aware that several aspects of this report differ from previous Annual Reports on Form 10-K, as it covers two annual years of the Company. This Annual Report on Form 10-K for the year ended May 31, 2022, also contains our audited Consolidated Financial Statements for the years ended May 31, 2021 (as restated), which have being restated hereby.

We have not filed and do not intend to file an amendment to any of our previously filed Annual Report on Form 10-K for the fiscal years ended prior to May 31, 2021.