SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2020
FinTech Group Inc.
name of registrant as specified in its charter)
or other jurisdiction
2103, 21st Floor, SK Tower 6A
Avenue, Chaoyang District
of principal executive offices, including zip code)
telephone number, including area code)
name or former address, if changed since last report.)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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).
growth company ☐
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. ☐
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange|
on which registered
Stock, par value $0.001 per share
1.01 Entry into a Material Definitive Agreement
On July 13, 2020, Future FinTech Group Inc.,
a Florida corporation (the “Company”) and Future FinTech (Hong Kong) Limited., a limited company organized under the
laws of Hong Kong and a wholly owned subsidiary of the Company (“Buyer”) entered into a Share Exchange Agreement (the
“Agreement”) with Nice Talent Asset Management Limited, a limited company organized under the laws of Hong Kong (“Nice”)
and Joy Rich Enterprises Limited, a limited company organized under the laws of Hong Kong and 90% shareholder of Nice (“Joy
Rich” or the “Seller”), pursuant to which the Buyer agreed to acquire 90% of the issued and outstanding ordinary
shares of Nice (the “Nice Shares”) from the Seller in exchange for the shares of common stock of the Company.
to the terms of the Agreement, the parties agreed: (i) the aggregate purchase price for Nice Shares shall be HK$54,000,000 (the
“Purchase Price”) and it shall be paid in the shares of common stock of the Company (the “Company Shares”);
(ii) 40% of the Purchase Price HK$21,600,000 shall be paid in the shares of common stock of the Company based on the average closing
price of the Company’s common stock listed on Nasdaq Stock Exchange for the ten (10) trading days prior to the date of the
Agreement and the foreign exchange rate between HK$ and US$ shall be the rate published by Bloomberg on the date of the Agreement;
(iii) 30% of Purchase Price shall be paid in the shares of common stock the Company (the “2020 Earn-Out Shares”) if
Nice meets certain earnings goal for 2020 (the “2020 Earnings Goal”); (iv) the 2020 Earn-Out Shares shall be issued
based upon the average closing price of the Company’s common stock listed on Nasdaq Stock Exchange for the ten (10) trading
days prior to December 31, 2020 and the exchange rate between HK$ and US$ shall be the rate published by Bloomberg on December
31, 2020; (v) additional 30% of Purchase Price shall be paid in the shares of common stock the Company (the “2021 Earn-Out
Shares”) if Nice meets certain earnings goal for 2021 (the “2021 Earnings Goal”); (vi) the 2021 Earn-Out Shares
shall be issued based upon the average closing price of the Company’s common stock listed on Nasdaq Stock Exchange for the
ten (10) trading days prior to December 31, 2021 and the exchange rate between HK$ and US$ shall be the rate published by Bloomberg
on December 31, 2021; (vii) if Nice does not achieve its earnings goal for a given year, the parties agree to have forbearance
clause that the amount of such year’s earn-out shares shall not be reduced for that year if Nice achieves at least sixty
percent (60%) of its given year earnings goal and if Nice achieves lower than 60% earnings goal for a given year, the amount of
such year’s earn-out shares shall be reduced to zero. The Company Shares will be issued pursuant to the exemption from registration
provided by Regulation S promulgated under the Securities Act of 1933, as amended.
representations, warranties and covenants contained in the Agreement were made solely for the benefit of the parties to the Agreement.
In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties
to the Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what
may be viewed as material by shareholders of, or other investors in the Company. Accordingly, the Agreement is filed with this
report only to provide investors with information regarding the terms of the transaction, and not to provide investors with any
other factual information regarding the Company. Shareholders should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information
concerning the subject matter of the representations and warranties may change after the respective date of the Agreement, which
subsequent information may or may not be fully reflected in public disclosures.
The foregoing description of the Share Exchange
Agreement is not complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, a copy
of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
3.02 Unregistered Sales of Equity Securities
see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
9.01 Financial Statements and Exhibits
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.
FinTech Group Inc.|
July 16, 2020