Item 1.01 Entry into a Definitive Material Agreement.

On January 30, 2023, Fuse Group Holding Inc. (the "Company"), entered into a Convertible Promissory Notes Purchase Agreement (the "Agreement") with Liu Marketing (M) Sdn. Bhd., a company organized under the laws of Malaysia (the "Purchaser"). Pursuant to the Agreement, the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $50,000 (the "Note"). The Note bears interest at the rate of 3% per annum, which are payable on January 30 of 2024 and 2025. The Note will mature on the date that is twenty-four months from the date that the purchase price of the Note is paid to the Company. Any outstanding principal and interest on the Note may be converted to the shares of common stock of the Company at the holder's option at a conversion price of $0.45 per share at any time until the total outstanding balance of the Note is paid. The Note was sold to the Purchaser pursuant to an exemption from registration under Regulation S, promulgated under the Securities Act of 1933, as amended.

The foregoing description of the Agreement and Note does not purport to be complete and is qualified in its entirety by reference to the complete text of each such document, a copy of which is filed as an exhibit hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits




Exhibit No.   Exhibit Title or Description
10.1            Convertible Promissory Notes
              Purchase Agreement by and
              between Fuse Group Holding,
              Inc. and Liu Marketing (M)
              Sdn. Bhd, dated January 30,
              2023.
10.2            Convertible Promissory Note,
              issued by Fuse Group Holding,
              Inc. to Liu Marketing (M) Sdn.
              Bhd., dated January 30,
              2023.
104           Cover Page Interactive Data
              File (formatted as Inline
              XBRL)

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