Current Report Filing (8-k)
September 07 2021 - 8:07AM
Edgar (US Regulatory)
0001066923
false
0001066923
2021-09-01
2021-09-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 1, 2021
Future
FinTech Group Inc.
(Exact
name of registrant as specified in its charter)
Florida
|
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001-34502
|
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98-0222013
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(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
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(IRS Employer
Identification No.)
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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):
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, par value
$0.001 per share
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FTFT
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Nasdaq Stock Market
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Item
1.01 Entry into a Material Definitive Agreement
On
September 1, 2021, FTFT UK Limited, a company organized under the laws of United Kingdom and a wholly owned subsidiary of Future FinTech
Group Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”) with Rahim Shah, a resident
of United Kingdom (“Seller”).
Pursuant
to the Agreement, FTFT UK Limited (the “Buyer”) agreed to acquire 100% of the issued and outstanding shares (the “Sale
Shares”) of Khyber Money Exchange Ltd. (“Khyber”), a company incorporated in England and Wales from the Seller for
a total of Euros €685,000 (“Purchase Price”). On the closing date, the Buyer shall deposit additional £400,000
with the Buyer’s solicitors which will be held by the Buyer’s solicitors for seven (7) Business Days whilst the Buyer carries
out the audit of Khyber. Following completion of the audit: (i) if the amount held in such accounts (the “Cash Flow Amount”)
of Khyber is calculated to be exactly £400,000, the Buyer shall procure that the Buyer’s solicitors, in settlement of the
Cash Flow Amount, will pay the same amount to the Seller’s solicitors; (ii) if the account balance calculations show the Cash Flow
Amount to be less than £400,000, the Buyer shall procure that the Buyer’s solicitors will make the appropriate deduction
and pay to the Seller’s solicitors the Cash Flow Amount; and (iii) if the account balance calculations show the Cash Flow Amount
to be an amount more than £400,000, the Buyer will pay the additional amount to the Buyer’s solicitors and procure that the
Buyer’s solicitors will pay to the Seller’s solicitors the full Cash Flow Amount.
In
connection with the Agreement, the parties also entered into a Collateral Deed, pursuant to which, the parties agreed: (i) Buyer shall
pay Euros €685,000 to Buyer’s solicitors to be held by Buyer’s solicitors in their client account which shall be paid
by Buyer's solicitors to Seller's solicitors to fulfil the obligations of Buyer under the Agreement to pay the Purchase Price; (ii) Seller
shall pay Euros €68,500 to Seller’s solicitors to be held by Seller’s solicitors in their client account; (iii) in the
event that approval to the proposed change of control of Khyber from Seller to Buyer (the “Transfer”) is refused by the Financial
Conduct Authority (“FCA”) due to the Buyer’s failure to satisfy its obligations, warrants or representations as set
out in the Agreement, or due to a negligent act or omission or anyone under its authority or control and subject to all other conditions
having been satisfied, Buyer shall procure that payment of the sum of Euros €68,500 (being 10% of the Purchase Price) shall be paid
by Buyer’s solicitors to Seller’s solicitors for onward transmission to Seller as a liquidated sum; (iv) in the event that
the Transfer is refused by the FCA due to the Seller’s failure to satisfy its obligations, warrants or representations as set out
in the Agreement, or due to the negligent act or omission of Seller or anyone under his authority or control, Seller shall procure that
payment of the sum of Euros €68,500 (being 10% of the Purchase Price) shall be paid by Seller’s solicitors to Buyer’s
solicitors for onward transmission to Buyer as a liquidated sum; and (v) if the Transfer is refused by FCA under (iii) or (iv), the Agreement
and Collateral Deed shall thereupon terminate (without prejudice to any rights and remedies of either party in respect of any prior breach
by the other of the Agreement and/or the Collateral Deed).
The
foregoing descriptions of the Share Purchase Agreement and Collateral Deed are not complete and are qualified in their entirety by reference
to the full text of the Share Purchase Agreement and Collateral Deed, copies of which are attached hereto as Exhibits 10.1 and 10.2 and
are incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits.
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.
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Future FinTech Group Inc.
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Date: September 7, 2021
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By:
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/s/
Shanchun Huang
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Name:
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Shanchun Huang
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Title:
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Chief Executive Officer
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2
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