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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):
November 7, 2023
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 2.01 Completion of Acquisition or Disposition of Assets.
On November 7, 2023, Future FinTech (Hong Kong)
Limited (“Buyer”), a company incorporated in Hong Kong and a wholly owned subsidiary of Future FinTech Group Inc. (the “Company”),
completed its acquisition of 100% of the issued and outstanding shares of Alpha International Securities (Hong Kong) Limited, a company
incorporated in Hong Kong ("Alpha HK") and Alpha Information Service (Shenzhen) Co., Ltd., a company incorporated in China (“Alpha
SZ”) from Alpha Financial Limited (“Seller”) for a total of HK$15,659,949 (approximately $2,007,686), pursuant to a
Share Transfer Agreement (the “Agreement”) dated February 27, 2023. The Agreement was filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2023, which is incorporated herein by reference.
Ms. Ying Li, a director of the Board of Directors and vice president of the Company is a minority shareholder of the parent company of
Alpha International Financial Holdings Limited (“Alpha International”), which is the sole shareholder of the Seller. Ms. Li
has served as a director of Alpha International since February 5, 2020, and as a director of Alpha HK since September 9, 2020.
Item 8.01 Other Events
On November 13, 2023, the Company issued a press
release announcing the completion of acquisition described in Item 2.01 above, a copy of which is attached hereto as Exhibit 99.1 and
is incorporated herein by reference. Exhibit 99.1 to this Report on Form 8-K shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 |
|
Press Release |
104 |
|
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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: November 13, 2023 |
By: |
/s/ Shanchun Huang |
|
Name: |
Shanchun Huang |
|
Title: |
Chief Executive Officer |
2
Exhibit 99.1
Future FinTech Announces
the Closing of the Acquisition of Alpha International Securities (Hong Kong) Ltd.
NEW YORK, November
13, 2023 /PRNewswire/ -- Future Fintech Group Inc. (NASDAQ: FTFT), (hereinafter referred to as “Future FinTech”, “FTFT”
or the “Company”), a comprehensive financial and digital technology service provider, announced today that on November
7, 2023, its wholly-owned subsidiary, Future FinTech (Hong Kong) Limited (“FTFT HK”), completed the acquisition of Alpha International
Securities (Hong Kong) Ltd. (“Alpha HK”) and Alpha Information Services Shenzhen Limited (“Alpha SZ”). The names
of the two entities were subsequently changed to ‘FTFT International Securities and Futures Limited’ and ‘FTFT Information
Services (Shenzhen) Co. Ltd.’, respectively.
As publicly
announced on March 1, 2023, FTFT HK entered into an agreement to acquire Alpha HK and Alpha SZ from Alpha Financial Limited (“Alpha
Financial”) on February 27, 2023. Pursuant to the agreement, FTFT HK will acquire all the issued and outstanding shares of Alpha
HK and Alpha SZ from Alpha Financial for HK$15,659,949 (approximately US$ 2.0 million) in cash, which is based on the net equity value
of both Alpha HK and Alpha SZ as of December 31, 2022. FTFT HK conducted an in-depth operational, legal and financial due diligence on
Alpha HK, and on August 11, 2023, FTFT HK received a letter from the Hong Kong Securities and Futures Commission (“HKSFC”) approving
its acquisition of Alpha HK.
Founded
in 2010, Alpha HK focuses on three main areas of financial services: (1) online brokerage services consisting of Hong Kong equities as
well as US equities where its works with its partner, a US brokerage firm, (2)
underwriting and distribution of Hong Kong IPOs, and (3) underwriting U.S. dollar-denominated bonds issued by Chinese companies in Hong
Kong. Alpha HK holds Type 1 “Securities Trading”, Type 2 “Futures Trading” and Type 4 “Securities Advisory”
financial licenses issued by the HKSFC. Alpha SZ provides technical support services for Alpha HK.
Steven Xiang,
Managing Director of Alpha HK, said, “Alpha HK has many years of experience in the international financial markets as well as technical
expertise in online services, and our principal team members are from well-known financial institutions and Internet companies. We have
over 60,000 registered users, and since 2020, we have underwritten 29 IPOs and 10 Chinese municipal and enterprise bonds in Hong
Kong. We are committed to providing customers with a full range of financial services in Hong Kong including online stock brokerage services,
Hong Kong IPO underwriting, financial advisory and US dollar-based Chinese municipal and enterprise bond issuance services.”
Mr.
Shanchun Huang, Chief Executive Officer of Future Fintech, commented, “This acquisition will create excellent synergies with our
Hong Kong subsidiary, Nice Talent Asset Management Limited, our UK payment remittance subsidiary FTFT Pay, cryptocurrency mining businesses
in Ohio and Paraguay as well as other financial
services businesses under development. We believe that FTFT International Securities and Futures Limited will play an important role in
the continued transformation of FTFT as we internationalize and diversify our business revenue. We aim to become a diversified fintech
company that combines a variety of boutique financial services and innovative new business platforms to provide best-in-class financial
services to our clients.”
More
complete information of the Agreement is set forth in the Form 8-K and its exhibits filed with the Securities and Exchange Commission
on March 1, 2023.
About Future Fintech Group Inc.
Future FinTech Group Inc. (NASDAQ: FTFT) is a
comprehensive financial and digital technology service provider. The Company, through its subsidiaries, conducts asset management, brokage
and investment banking services in Hong Kong, operates a cross-border payment business in the United Kingdom, provides cryptocurrency
trading data information services in the United Arab Emirates, and engages in supply chain trading and finance businesses in China. In
addition, the Company provides digital asset computing power custody services in Paraguay and has initiated digital asset mining farm
operations in the United States. FTFT adheres to the concept of improving financial services with digital and internet technology, and
provides its business and individual customers with stable, safe and efficient digital financial services. For more information, please
visit www.ftft.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, 2022 and our other reports and filings
with SEC. 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:
Future FinTech Group Inc.
Tel: +1-888-622-1218
Email: ir@ftft.com
SOURCE: Future FinTech Group Inc.
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