UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 26, 2021
Future FinTech Group Inc.
(Exact name of registrant as specified in its charter)
| Florida | 001-34502 | 98-0222013 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
Americas Tower, 1177 Avenue of The Americas,
Suite 5100, New York, NY 10036
(Address of principal executive offices, including zip code)
888-622-1218
(Registrant’s telephone number, including area code)
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 (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 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, par value $0.001 per share | FTFT | Nasdaq Stock Market |
|
Item 1.02 |
Termination of a Material Definitive Agreement. |
On February 26, 2021, Future Fintech Group Inc. (the “Company”) terminated a Share Exchange Agreement (the “Agreement”), which was originally entered into by and among the Company, Future FinTech (Hong Kong) Limited, a wholly owned subsidiary of the Company and a limited company organized under the laws of Hong Kong (“FTFT HK”), Asiasens Investment Holding Pte. Ltd., a company incorporated under the laws of Singapore (“Asiasens”) and Asen Maneuvre Group Limited, a limited company organized under the laws of British Virgin Islands (“Asen Maneuvre”) on December 18, 2020. The Company originally entered into the Agreement to acquire 70.59% or 352,950 shares of Asiasens from Asen in exchange for 2,160,000 shares of common stock of the Company, as disclosed in the Form 8-K filed by the Company on December 18, 2020. Pursuant to Agreement, if the closing conditions have not been fulfilled on or before January 31, 2021, or such later date as the parties may agree in writing, the Agreement shall cease to be effective and thereafter neither party shall have any obligations and liabilities towards each other thereunder. As the closing conditions to the Agreement were not satisfied on January 31, 2021, and the parties were unable to agree on new terms to extend the closing period subsequent to February 1, 2021, the Company has notified Asen Maneuvre and Asiasens the termination of the Agreement on February 26, 2021.
| Item 7.01. | Regulation FD Disclosure. |
On February 26, 2021, the Company issued a press release announcing the updates of its potential acquisitions. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Title or Description | |
| 99.1 | Press Release |
2
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 hereunto duly authorized.
| Future FinTech Group Inc. | ||
| Date: February 26, 2021 | By: | /s/ Shanchun Huang |
| Name: | Shanchun Huang | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Future FinTech Announces Updates of Potential Acquisitions
NEW YORK, Feb. 26, 2021 /PRNewswire/ -- Future FinTech Group Inc. (NASDAQ: FTFT) ("hereinafter referred to as “Future FinTech", "FTFT" or "the Company"), a leading blockchain e-commerce company and a service provider for financial technology, today announced updates as to three potential acquisitions; a delay in its acquisition of 90% of the issued and outstanding shares of Nice Talent Asset Management Limited ("NTAM"), and the termination of the potential acquisitions of Blocknance Financial International SRL ("Blocknance") and Asiasens Investment Holding Pte. Ltd. (“Asiasens”).
As previously announced on July 16, 2020, the Company entered into a Share Exchange Agreement (the "Agreement") with Joy Rich Enterprises Limited ("Joy Rich") to acquire 90% of the issued and outstanding shares of NTAM, a Hong Kong-based asset management company. However, the closing process was impacted by both the Covid-19 global pandemic and slow regulatory approval from Hong Kong regulatory agencies. Consequently, there had been delayed progress as to the closing of the acquisition. The closing date as stipulated in the Agreement was no later than December 31, 2020, but since July 2020 there have been changes in NTAM’s business performance as well as the price of FTFT’s common stock. At present, the parties have agreed to renegotiate the purchase price in accordance with a new valuation of NTAM and the recent stock price level of the Company for the share exchange transaction.
As previously announced on January 4, 2021, the Company signed a term sheet with Blocknance, a company incorporated in the Dominican Republic, and its selling shareholders, to acquire 60% of the total issued and outstanding shares of Blocknance. After further negotiation of the details of the potential acquisition, the parties were unable to reach an agreement for the potential acquisition and have agreed to terminate the potential transaction contemplated in the term sheet.
As previously announced on December 18, 2020, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Asiasens, a company incorporated under the laws of Singapore and Asen Maneuvre Group Limited (“Asen Maneuvre”), a limited company organized under the laws of British Virgin Islands, to acquire 70.59% of the equity interest of Asiasens from Asen Maneuvre. The Exchange Agreement contains certain closing conditions, including that Asiasens will terminate its variable interest entity (“VIE”) agreements with four VIEs in Indonesia and change its controlling interest in PT Permata Techno Indonesia (“PTI”) from a VIE structure to a direct equity ownership structure. The Exchange Agreement stipulated that if the closing conditions of the Exchange Agreement have not been fulfilled on or before January 31, 2021, or such later date as the parties agree to in writing, the Exchange Agreement shall cease to be effective, and thereafter neither party shall have any obligations and liabilities towards each other thereunder. As the closing conditions to the Exchange Agreement were not satisfied on January 31, 2021, and since the parties were unable to agree on new terms to extend the closing period subsequent to February 1, 2021, the Company has notified Asen Maneuvre and Asiasens the termination of the Exchange Agreement.
The
Company believes that the termination of the term sheet and the Exchange Agreement are in the best interests of the Company and
its shareholders. The Company’s strategy continues to focus on the development of its financial technology business and
services through acquisitions.
“Our
value proposition includes the financial technology business and integration of successful blockchain platforms into our business
model as well as entry into new markets, and we will continue to assess opportunities for strategic growth as we move forward,”
commented Shanchun Huang, Chief Executive Officer of Future FinTech. “While we are
disappointed that two of these potential ventures did not go forward, we are confident that we are on an upward trajectory
in expanding our presence in the field of fintech and financial services which remains a key element of our development plan.”
About
Future FinTech Group Inc.
Future
FinTech Group Inc. (“Future FinTech”, “FTFT” or the “Company”) is
a leading blockchain e-commerce company and a service provider for financial technology incorporated in Florida. The
Company's operations include a blockchain-based online shopping mall platform, Chain Cloud Mall ("CCM"), a cross-border
e-commerce platform (NONOGIRL), an incubator for blockchain based application projects. The Company is also engaged in the development
of blockchain based e-Commerce technology as well as financial technology. For more information, please visit http:/www.ftftex.com/.
Safe
Harbor Statement
Certain
of the statements made in this press release are "forward-looking statements" within the meaning and protections of
Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations,
anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties
and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or
achievements of the Company to be materially different from future results, performance or achievements expressed or implied by
such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking
statements. You can identify these forward-looking statements through our use of words such as "may," "will,"
"anticipate," "assume," "should," "indicate," "would," "believe,"
"contemplate," "expect," "estimate," "continue," "plan," "point to,"
"project," "could," "intend," "target" and other similar words and expressions of the
future.
All
written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice,
including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December
31, 2019 and otherwise in our SEC reports and filings, including the final prospectus for our offering. Such reports are
available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC's Internet
website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking
statements after the date hereof, or after the respective dates on which any such statements otherwise are made.
IR
Contact:
SOURCE:
Future FinTech Group Inc.
###
Future FinTech Group Inc.
Tel: +1-888-622-1218
Email: ir@ftftex.com