UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 3, 2018

 

SEVEN STARS CLOUD GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 20-1778374
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

 

001-35561

(Commission File Number)

 

55 Broadway, 19th Floor

New York, NY 10006

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 212-206-1216

 

(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. ¨

 

 

 1 

 

 

Item 1.01Entry Into A Material Definitive Agreement.

 

Effective on August 3, 2018, Seven Stars Cloud Group, Inc. (the “Company”) entered into a joint venture (the “Joint Venture”) with Aladdin Fintech Company Limited, a Cayman Islands corporation (“Aladdin”), and the parent company of I-House pursuant to a joint venture agreement (the “Agreement”). The Agreement is focused on global real estate asset digitization and post-digitization services. Ownership of the Joint Venture is 50/50. The Joint Venture will be led by IHT and the chief executive officer of the Joint Venture will be Ricky Ng, the former Head of Technology for Yahoo! in China. The Joint Venture will be established in Hong Kong and will include offices in New York and Beijing. Mr. Bruno Wu, the Company’s Chief Executive Officer, will serve as a Director on the board of directors of the Joint Venture (the “Board”). Mr. Federico Tovar, the Company’s Chief Financial Officer, will serve as the Chief Financial Officer for the Joint Venture. The Board will be comprised of 3 members. One Board member will be appointed by Aladdin, one Board member will be appointed by the Company and one Board member will be an independent appointee. Actions of the Board will require the approval of 2 of the 3 members of the Board.

 

Aladdin is contributing 300,000RMB as working capital, and the Company is contributing 300,000RMB as a loan at 4% and repaid as a priority from revenues generated. IHT is responsible for staffing the management, sales and operations team for the Joint Venture. The Company will contribute the systems and resources to facilitate digital offerings through the IHT platform. The Company is responsible for (i) all company registrations, licenses and regulatory approvals required for operations in the territories agreed by the two parties, (ii) contributing deal flow and strategic cooperation to ensure real estate assets are available for IHT token offerings and (iii) developing a global real estate index series utilizing its BBD AI Engine.

 

The JV will focus on three primary areas of business activities:

 

1.Fixed income-based Real Estate product offerings using Velocity Ledger for global fractionalization, securitization, and tokenization offerings, starting with the cashflow-producing commercial properties of large insurance companies as underlying assets.

 

2.Velocity Ledger-based fractionalization, securitization, and tokenization of Real Estate projects and services.

 

3.Ideanomics’ BBD Artificial Intelligence (AI) to enhance Real Estate ratings and risk management services.

 

The foregoing description of the Agreement is not purported to be complete and is qualified in its entirety by reference to the complete text of such agreement which will be filed as an exhibit to a Form 10-Q of the Company, as required.
 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

Approval of Name Change

 

On August 28, 2018, Seven Stars Cloud Group, Inc. (the “Company”) received the written consent of the shareholders holding a majority of the voting power of the Company approving (i) an amendment of the Articles of Incorporation of the Company to change the Company name from Seven Stars Cloud Group, Inc., to “Ideanomics, Inc.” (the “Name Change”); (ii) the amendment and restatement of our 2010 Equity Incentive Plan (the “Plan”); and (iii) the issuance of 16,500,000 shares of our common stock (the “Share Issuance”) issuable upon the conversion of a $50,000,000 promissory note held by BT Capital Global Limited, a British Virgin Islands Company.

 

 2 

 

 

The Name Change, the Plan and the Share Issuance was approved by a total of 40,827,931 of the outstanding votes entitled to vote on the matter, representing 55.12% of the votes of the Company’s issued and outstanding voting shares. The Name Change, the Plan and the Share Issuance is expected to become effective approximately 20 calendar days after the Company has filed a final definitive Schedule 14C Information Statement with the United States Securities and Exchange Commission regarding the Name Change, the Plan and the Share Issuance and mailed that Information Statement to the Company’s shareholders. No proxy soliciting material was utilized in connection with the approval by written consent.

 

Item 8.01 Other Events.

 

On August 28, 2018, the Company issued a press release announcing the entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

On August 27, 2018 the Company issued a press release announcing the adoption of Ideanomics as its new business name subject to shareholder approval. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

On August 29, 2018 the Company issued a press release announcing that FINRA had approved the Company’s ownership stake in DBOT. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
   
99.1 Press Release, dated August 28, 2018.
   
99.2 Press Release, dated August 27, 2018.
   
99.3 Press Release, dated August 29, 2018.

 

 3 

 

 

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.

 

  SEVEN STARS CLOUD GROUP, INC.
   
Date: August 31, 2018 By:  /s/ Bruno Wu                                                                
  Bruno Wu
  Chief Executive Officer and Chairman of the Board  

 

 4 

 

Exhibit 99.1

 

Ideanomics (Seven Stars Cloud) Announces Joint Venture with I-House (IHT) For Real Estate Asset Digitization

 

-Brings together best-of-breed asset digitization enablement with the pioneers of world’s first real estate token offering
-Deal sees Ideanomics and IHT supercharge real estate deal flow for asset digitization and post-digitization services

 

New York, NY – August 28, 2018 // Ideanomics (Seven Stars Cloud Group, Inc.) (Nasdaq: SSC) has today announced a joint venture (JV) with IHT parent company Aladdin Fintech Company Limited, focusing on global real estate asset digitization and post-digitization services.

 

The 50/50 joint venture will be led by IHT, the firm which successfully launched the world’s first real estate token offering in 2017. The JV, which will be established in Hong Kong and include offices in New York and Beijing, will be led CEO Ricky Ng, a serial entrepreneur whose career includes former Head of Technology for Yahoo! in China, as well as several successful ventures which resulted in acquisitions.

 

The JV will focus on three primary areas of business activities:

 

1.Fixed income-based Real Estate product offerings using Velocity Ledger for global fractionalization, securitization, and tokenization offerings, starting with the cashflow-producing commercial properties of large insurance companies as underlying assets. The former Chairman of China Life and China Property and Casualty Insurance, and SSC Board Member, Yang Chao will serve as special advisor to the business.

 

2.Velocity Ledger-based fractionalization, securitization, and tokenization of Real Estate projects and services.

 

3.Ideanomics’ BBD Artificial Intelligence (AI) to enhance Real Estate ratings and risk management services.

 

 

 

 

Bruno Wu, Chairman of Ideanomics “We are tremendously excited to announce our JV with IHT, this deal creates a powerhouse of technology and expertise in the area of Real Estate asset digitization and associated services. Together with Ricky Ng’s talented team, we will bring to market a full service for asset digitization that will enable the unlocking of value in property holdings in a manner which will provide unprecedented liquidity and accessibility for both the asset holders and the investor community alike.”

 

Ricky Ng, Chairman and Founder of IHT “This deal is significant for the commercial Real Estate market, as it brings together two companies which between them provide the full value chain and an unwavering focus on execution. This JV will help further establish the market for asset digitization of Real Estate and will serve as a benchmark for an industry which has traditionally suffered from high asset value but very limited opportunities to unlock liquidity. By partnering with Ideanomics, IHT has access to the types of technology and deal flow that we are certain will be successful for our companies, our clients, and investors looking for opportunities in real estate.”

 

About Ideanomics (Seven Stars Cloud Group, Inc., NASDAQ: SSC) (http://www.sevenstarscloud.com/)
SSC is determined to become one of the most prominent global digital asset companies. Relying on its core base of fintech and digital asset production and services-based ecosystem enablement, SSC is committed to delivering the best digital assets via the best underlying technology. This approach will drive capital formation and sales across our digital asset ecosystems.

 

SSC customizes its technology platform for various business use cases, operates the Platform-as-a-Service (PaaS), and partners with businesses that deliver core digital asset product creation. We are focused on delivering a global multi-layer technology infrastructure ecosystem that issues, trades, and settles digital asset transactions. We will leverage direct sales channels and automated sales systems via digital asset exchange platforms which is inclusive of decentralized exchanges to realize digital asset distribution, social media, traditional regulated broker dealer network as well as institutions as direct clients.

 

 

 

Safe Harbor Statement
This press release contains certain statements that may include "forward looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

Media Contacts 
Ideanomics (Seven Stars Cloud)
Eric Soderberg, Forefront Communications for Ideanomics (Seven Stars Cloud)
Phone: 914-414-2884
Email: eric@forefrontcomms.com

 

IR Contacts 
Federico Tovar, CFO Ideanomics
Chad Arroyo, CMO Ideanomics

Email: ir@sevenstarscloud.com

  

SOURCE: Ideanomics (Seven Stars Cloud Group, Inc.)

 

 

Exhibit 99.2

 

Seven Stars Cloud Announces Business Name Change to Ideanomics

 

NEW YORK, Aug. 27, 2018 /PRNewswire/ -- Seven Stars Cloud Group, Inc. (NASDAQ : SSC ) ("SSC" or the "Company"), a leading global fintech and asset digitization services company focused on digital asset production and distribution, today announced the adoption of Ideanomics as its new business name subject to shareholder approval.

 

The use of the new name for the Company is aligned with the Company's vision and mission for transforming traditional assets and their associated industries into the asset digitization era. For more information on the Company's overview, mission and approach please visit the following post on the Company's blog.

 

"Next-generation technologies such as blockchain and artificial intelligence have begun to unlock capabilities in intelligent prediction and trust mechanics by providing enhanced transparency, security, and traceability, while simultaneously making the data smarter," said Bruno Wu, Executive Chairman & CEO. "The combination of the 'idea' and the "field of economics," yields Ideanomics – a new paradigm and model for solving problems, creating efficiencies, and more equitably distributing wealth and knowledge. Ideas create value. With ideas, there is a future. Ideanomics, we are digitizing tomorrow!"

 

Shares of Ideanomics, will continue to trade on Nasdaq using the Company's existing ticker symbol, SSC until further notice. The Company will launch a new corporate website and domain that reflects its updated Ideanomics branding following shareholder approval. For more information on Ideanomics brand message, please visit the following post on the Company's blog.

 

 

About Ideanomics (http://www.sevenstarscloud.com/)

Ideanomics is determined to become one of the most prominent global digital asset companies. Relying on its core base of fintech and digital asset production and services-based ecosystem enablement, Ideanomics is committed to delivering the best digital assets via the best underlying technology. This approach will drive capital formation and sales across our digital asset ecosystems.

 

Ideanomics customizes its technology platform for various business use cases, operates the Platform-as-a-Service (PaaS), and partners with businesses that deliver core digital asset product creation. We are focused on delivering a global multi-layer technology infrastructure ecosystem that issues, trades, and settles digital asset transactions. We will leverage direct sales channels and automated sales systems via digital asset exchange platforms which is inclusive of decentralized exchanges to realize digital asset distribution, social media, traditional regulated broker dealer network as well as institutions as direct clients.

 

 

 

 

Safe Harbor Statement

This press release contains certain statements that may include "forward looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

 

Media Contacts

 

Ideanomics

Eric Soderberg, Forefront Communications for Ideanomics

Phone: 914-414-2884

Email: eric@forefrontcomms.com

 

IR Contacts 

 

Federico Tovar, CFO Ideanomics 

Chad Arroyo, CMO Ideanomics

Email: ir@sevenstarscloud.com

 

SOURCE Seven Stars Cloud Group, Inc.

 

 

 

 

Related Links

 

http://www.sevenstarscloud.com

 

 

 

 

Exhibit 99.3

 

 

Seven Stars Cloud (to be renamed Ideanomics) and DBOT Announce FINRA Approval

 

-SSC becomes largest shareholder in DBOT
-SSC assumes seat on DBOT’s Board of Directors
-Together SSC and DBOT look to grow DBOT’s business activities

 

 

New York, NY – Aug. 29, 2018 /PRNewswire/ Seven Stars Cloud Group, Inc. (to be renamed Ideanomics) (NASDAQ: SSC) and DBOT today announced that FINRA has approved SSC’s ownership stake in DBOT.

 

Per the announcement made on December 20, 2017, the deal involved a cashless share swap involving SSC’s shares with those of the current owners of DBOT and will see SSC take a seat on DBOT’s Board of Directors as part of the agreement.

 

“We fully recognize the strategic value of Alternative Trading Systems in the wake of regulation on digital assets and general alternative asset classes,” said Bruno Wu, Chairman and CEO, of Seven Stars Cloud (to be renamed Ideanomics). “This is underscored by the SEC’s Alternative Trading System (ATS) List, which continues to grow with new market entrants. We are extremely pleased that we have received this approval from FINRA, which allows us to take a meaningful ownership stake in the DBOT ATS.”

 

John F. Wallace, Chairman and CEO of DBOT states “We are extremely pleased that this deal has closed following FINRA’s approval of SSC’s ownership stake. We are very happy to welcome the SSC team into the DBOT family and we look forward to working with them to help develop our business further in what is an exciting time for ATS business activities.”

 

Any intended change to the status of DBOT will be in compliance with NASD Rule 1017 - Application for Approval of Change in Ownership, Control, or Business Operations.

 

 

 

About Seven Stars Cloud Group, Inc. (to be renamed Ideanomics), NASDAQ: SSC) (http://www.sevenstarscloud.com/)
SSC is determined to become one of the most prominent global digital asset companies. Relying on its core base of fintech and digital asset production and services-based ecosystem enablement, SSC is committed to delivering the best digital assets via the best underlying technology. This approach will drive capital formation and sales across our digital asset ecosystems.

 

 

 

SSC customizes its technology platform for various business use cases, operates the Platform-as-a-Service (PaaS), and partners with businesses that deliver core digital asset product creation. We are focused on delivering a global multi-layer technology infrastructure ecosystem that issues, trades, and settles digital asset transactions. We will leverage direct sales channels and automated sales systems via digital asset exchange platforms which is inclusive of decentralized exchanges to realize digital asset distribution, social media, traditional regulated broker dealer network as well as institutions as direct clients.

 

About Delaware Board of Trade

 

The Delaware Board of Trade Holdings Inc. operates three companies: (i) DBOT ATS LLC, an SEC recognized Alternative Trading System; (ii) DBOT Issuer Services LLC, focused on setting and maintaining issuer standards, as well as the provision of issuer services to DBOT designated issuers; and (iii) DBOT Technology Services LLC, focused on the provision of market data and marketplace connectivity. (http://www.dbottrading.com)

 

DBOT ATS LLC (“DBOT”)

 

DBOT is a FINRA member, and a member of the Securities Investor Protection Corporation (“SIPC”), that operates a fully automated, auto-execution SEC registered Alternative Trading System (“ATS”).

 

Safe Harbor Statement

 

This press release contains certain statements that may include "forward looking statements." All statements other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

 

 

 

Media Contacts 

 

Seven Stars Cloud Group, Inc. (to be renamed Ideanomics)
Eric Soderberg, Forefront Communications for Seven Stars Cloud Group, Inc. (to be renamed Ideanomics)

 

Email: pr@sevenstarscloud.io

 

 

IR Contacts 

 

Federico Tovar, CFO Seven Stars Cloud Group, Inc. (to be renamed Ideanomics)
Chad Arroyo, CMO Seven Stars Cloud Group, Inc. (to be renamed Ideanomics)

 

Email: ir@sevenstarscloud.com

 

SOURCE:  Seven Stars Cloud Group, Inc. (to be renamed Ideanomics)