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): September 7, 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. ¨

 

 

   

 

 

Item 1.01Entry Into A Material Definitive Agreement.

 

Effective on September 7, 2018, Seven Stars Cloud Group, Inc. (the “Company”) entered into a Global Financial Advisory Agreement (the “First Auto Agreement”) with First Auto Loan (Oriental Huixin Investment Management Co., Ltd.), a company established in the People’s Republic of China (“First Auto”) pursuant to which First Auto agreed to engage the Company as First Auto’s financial advisor with respect certain areas, including without limitation, First Auto’s (i) electric vehicle upgrading and updating services; (ii) financing small businesses in the micro-car circulation industry; (iii) consumption installment of car loans and (iv) asset securitization of existing auto loan packages. The First Auto Agreement is exclusive other than with respect to mainland China and Hong Kong. The First Auto Agreement is for a 3 year term, however, each of the Company and First Auto may terminate the First Auto Agreement if proper progress is not made within 6 months.

 

The Company shall assist First Auto with conducting fractionalization sales of fixed income products in China on a non-exclusive basis, and pursuant to which First Auto has agreed to provide the Company with underlying assets of RMB 35 billion over a 3 year period. The Company shall also assist with conducting fixed income product issuance and digital asset issuance in areas other than mainland China on an exclusive basis, and pursuant to which First Auto has agreed to provide the Company with underlying assets of US$1 billion over a 3 year period. First Auto has agreed to allocate up to 8% of the amount of the underlying assets provided by First Auto in connection with fixed income products and digitalized financing products to pay for any service fees, financing costs and other financing expenses (including but not limited to service fee, management fee, trustee fee, underwriting fee, guarantee deposit, rating fee, registration fee, legal service fee, audit fee and other charges and fees caused by financing). First Auto has agreed to allocate up to 30% of the amount of the underlying assets provided by First Auto in connection with overseas offerings of relevant digital income certificates, utility tokens and other tokens to pay for any service fees, financing costs and other financing expenses (including but not limited to service fee, management fee, trustee fee, underwriting fee, guarantee deposit, rating fee, registration fee, legal service fee, audit fee and other charges and fees caused by financing).

 

Effective on September 7, 2018, the Company entered into an Intellectual Property and Purchase and Assumption Agreement (the “SSIL Agreement”) with Sun Seven Star International Limited, a Hong Kong company (“SSIL”) and an affiliate of Mr. Bruno Wu, our Chairman, pursuant to which SSIL sold the assets of FinTalk to the Company in exchange for $1,000,000 promissory note (the “Note”) and shares of the Company’s common stock with a fair market value of $6,000,000. The Company shall repay the Note in 12 equal monthly installments commencing on October 7, 2018 at an interest rate of 2.51% per annum. The principal amount of the Note shall become due and payable in the event of a default pursuant to the Note.

  

 2 

 

 

Effective on September 7, 2018, the Company entered into a Share Purchase Agreement (the “Sun Agreement”) with an entity (“Sun”) affiliated with Sun Seven Stars and with Mr. Bruno Wu, our Chairman, pursuant to which the Company agreed to exchange at fair market value Company common stock in exchange for shares of Liberty Biopharma, an entity listed on the TSX venture exchange (“Liberty”) as follows: (i) Liberty common stock valued at $15.5 million in exchange for Company common stock of equivalent value and (ii) 50% of the shares of Liberty, also at fair market value of the Company common stock, which are owned by Sun and which represent a potential award of performance shares to Sun through the right to receive Liberty common stock subject to the fulfillment of certain performance and vesting conditions set out in an agreement among Sun, Liberty and related entities.

 

The foregoing description of the First Auto Agreement, the SSIL Agreement, the Note, and the Sun 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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information pertaining to the SSIL Agreement and the Note discussed in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information pertaining to the sale of shares of the Common Stock discussed in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety.

 

The Company issued the shares of its Common Stock in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder and/or Regulation S under the Securities Act.

  

Item 8.01 Other Events.

 

On September 11, 2018, the Company issued a press release announcing the entry into the First Auto Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

  

On September 13, 2018, the Company issued a press release announcing the entry into the SSIL Agreement and the Note. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

On September 13, 2018, the Company issued a press release announcing the entry into the Sun Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 3 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
 
99.1   Press Release, dated September 11, 2018.
     
99.2   Press Release, dated September 13, 2018.
     
99.3   Press Release, dated September 13, 2018.

 

        

 4 

 

 

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: September 13, 2018 By:  /s/ Bruno Wu
  Bruno Wu
  Chief Executive Officer and Chairman of the Board  

 

 

 

 5 

 

Exhibit 99.1

 

Ideanomics Signs $6B Deal with China’s Leading Auto Financing Company – First Auto Loan

 

-Deal includes lease financing fixed income and asset backed security products through Ideanomics / SSC’s blockchain ecosystem and traditional financial distribution channels
-Financing supports ride share vehicles such as Didi-Uber vehicles throughout China
-Ideanomics to offer blockchain-based asset digitization services based on strong underlying assets
-3-year total contract award for $6 billion to be raised

 

NEW YORK, Sep. 11, 2018 /PRNewswire/ -- Seven Stars Cloud Group, Inc. (to be renamed Ideanomics) (NASDAQ: SSC) ("SSC" or the "Company"), a leading global fintech and asset digitization services company focused on digital asset production and distribution, has today announced a monumental, three-year, $6B deal with First Auto Loan, China’s leading auto financing company.

 

Financing activities will be completed via both fixed income and asset-backed security offerings through a hybrid of both traditional distribution channels as well as Velocity Ledger’s blockchain-based offering globally.

 

Under the terms of the deal, Ideanomics, through its global strategic alliance network, will provide two distinct financing campaigns, one in China and the second across global markets. Ideanomics has exclusivity for financing activities outside of China. The Company will collaborate on financing activities that are conducted within China.

 

Financing activities within China amount 35B RMB (approximately $5.1B USD) over three years. The financing agreement for activities that will be conducted outside of China, and are exclusive to SSC, over the same period is $1B USD.

 

In line with Ideanomics’ 4+2+1 Strategy, this deal is representative of the Company’s Fixed Income Financial Digital Assets market penetration to provide global fractionalization, securitization, and tokenization of healthy cashflow-producing real-world assets. Additionally, the Company is building out a global value chain which includes sales and trading as well as AI-enhanced asset ratings.

 

The financing agreement is to ensure compliance with government mandated electric vehicle upgrades to China’s ride share vehicles, which is inclusive of Didi-Uber and Capital, China’s top ride-sharing services providers. The ride sharing industry includes online platforms and apps that connect passengers and drivers in a dynamic real-time transportation network.

 

According to Statista data sources, China is the largest ride sharing market in the world with reported revenue of $29.7B in 2018 compared with that of the United States at $17.2B in 2018 according to. Furthermore, ride-sharing in is expected to show an annual compound annual growth rate of 18% from through 2022, with an expected $58B in market volume in the same period.

 

Bruno Wu, Chairman and Co-CEO of Ideanomics: “We are proud to have secured this phenomenal global deal with First Auto Loan. This opportunity is rubber-stamps the type of blockchain-based fintech services that Ideanomics has set forth to accomplish as part of our Company’s Fixed Income Financial Digital Asset Strategy. It truly represents a paradigm shift in global financing activities and Ideanomics will continue to set a trailblazing path which will benefit all aspects of automotive and ride-sharing industries.”

 

 

 

 

About Ideanomics

 

Ideanomics (Seven Stars Cloud Group, Inc.), NASDAQ: SSC) (http://www.ideanomics.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

Email: pr@sevenstarscloud.io

 

IR Contacts

Federico Tovar, CFO Ideanomics

Chad Arroyo, CMO and CPO Ideanomics

 

Email: ir@sevenstarscloud.com

 

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

 

 

 

 

Exhibit 99.2

 

Ideanomics Announces Acquisition of FinTalk, a Powerful Mobile Financial Technology Services Communications Platform

 

-Deal adds secure mobile messaging, collaboration, and information services platform that will be utilized throughout the Ideanomics ecosystem to generate licensing and royalty-based revenues
-FinTalk delivers “read and burn” encrypted text and media messaging, with hi-performance large file transfer capabilities
-Solution will provide secure B2B and B2C communications and financial services with real business use cases for both institutions and retail consumer users bridging the gap between institutions and investors
-Solution will offer next-generation financial information services by AI-enabled financial data analytics and a messaging system that will work in parallel with blockchain-powered technology

 

New York, NY Sep. 13, 2018 /PRNewswire/ Ideanomics (Seven Stars Cloud Group, Inc.) (NASDAQ:SSC) ("Ideanomics" or the "Company"), a leading global fintech and asset digitization services company focused on digital asset production and distribution, has today announced its agreement to acquire the secure communications and information platform FinTalk (http://fintalk.com/).

 

FinTalk serves two critical business use cases. First, FinTalk will provide integrated B2B financial technology communications and AI-enabled financial information services and financial data analytics. One of the first business implementations of FinTalk will be in support of Ideanomics' recent joint venture with Asia Times. Tying well into Ideanomics’ strategy, FinTalk’s integration into Asia Times will enable the English-language, pan-Asia news platform to deploy a strong suite of financial technology services and enable the building of a financial institutional community.

 

Second, FinTalk will support a number of B2C business use cases providing both secure messaging and consumer financial services to a wide scale retail user base. FinTalk's consumer-facing technology will provide valuable curated financial information, access to digital loyalty products, and consumer financial services, which will include the ability to access digital asset investment products and connect with an investor and financial advisor community.

 

Currently in active Beta, FinTalk provides a secure channel for critical services in financial markets that are currently not available through popular social platforms, including “burn after reading” text and media messaging, video conferencing, subscription-based information services, and consulting services channels.

 

A critical component of the FinTalk solution is that it will work in parallel with a secure enterprise blockchain network. All messaging is end-to-end encrypted and built on an open architecture. FinTalk is able to expand the scale of services and tools available on its platform to further appeal to its audience of investors and financial services professionals. FinTalk’s active Beta is currently available on iOS at Apple’s App Store, and will soon be available on Android, for use on mobile devices.


Each FinTalk deployment will be integrated into a secure enterprise blockchain network. Every corporation that subscribes to FinTalk will receive their own deployment as a node, which will strengthen the larger blockchain network.

 

Ideanomics Chairman and Co-CEO, Bruno Wu “FinTalk is a symbiotic addition to the Ideanomics family, as it will enable next-generation communication, collaboration, information consumption, and consulting outreach interactivity for the financial services community in the digital economy. FinTalk’s innovative platform and forward-thinking service delivery is aligned with Ideanomics’ objectives of empowering and enabling blockchain-based asset digitization, and it will serve as a primary channel for easy-to-use, secure, information exchange and decision-making between investors and financial services professionals. We are extremely excited to have them onboard as an integral part of Ideanomics fintech family, which will complement our joint venture with Asia times as well as enable us to meaningfully penetrate retail-based consumer financial services and product distribution.”

 

 

 

 

About Ideanomics

 

Seven Stars Cloud Group, Inc. (to be renamed Ideanomics), (NASDAQ: SSC) (http://www.ideanomics.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.

 

 

About FinTalk (http://fintalk.com/)

 

FinTalk is a privately-held technology company, focused on building next-generation communication and collaboration tools for the financial services market. Taking the ease of use and convenience of social apps, used by billions of people every day for their communication needs, FinTalk augments established secure use cases and workflows with tools and capabilities to enable enhanced communications between investors and institutions.

 

 

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

Email: pr@sevenstarscloud.io

 

IR Contacts

Federico Tovar, CFO Ideanomics

Chad Arroyo, CMO and CPO Ideanomics

 

Email: ir@sevenstarscloud.com

 

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

 

 

 

 

Exhibit 99.3

 

Ideanomics (NASDAQ: SSC) Announces Transaction with Liberty Biopharma Inc. (TSXV: LTY.V) - as part of their combined strategy to Deliver Life Sciences and Green Tech Asset Digitization via HooXi

 

-Liberty will be renamed HooXi, which means “breathing” will emphasize on asset digitization for green, clean tech, medical and healthcare industries
-Asset digitization includes but is not limited to asset backed securitization and tokenization, digital asset offerings and AI enhanced ratings.
-The company plans to secure new energy-based power generation facilities, environmental protective waste treatment centers, medical equipment leasing financing as well as medical intellectual property with operational cash flow as its asset securitization basis

 

New York, NY September 13, 2018 /PRNewswire/ -- Ideanomics (Seven Stars Cloud Group, Inc.) (NASDAQ:SSC) ("Ideanomics" or the "Company"), a leading global fintech and asset digitization services company focused on digital asset production and distribution, is pleased to announce a transaction with Liberty Biopharma (TSXV:LTY.V) (http://www.libertybiopharma.com/) in order to deliver asset digitization for green, clean tech, medical and healthcare industries. Liberty owns CTC Life Sciences, which includes HooXi, acquired officially by Liberty on Aug 31, 2018. Liberty intends to change its name to Hooxi.

 

HooXi’s plans for asset digitization include but are not limited to asset backed securitization and tokenization, digital asset offerings and AI enhanced ratings. The focus of asset digitization and securitization is for cash flowing assets such as new energy-based power generation facilities, environmental protective waste treatment centers, medical equipment leasing financing as well as medical intellectual property.

 

As part of this combined asset digitization strategy and Hooxi’s vision as the “green tech, clean tech, and medical health care flagship”, the transaction involves a share for share swap between SSC and Liberty, for Common shares at market value and Performance shares at market value, based on revenue and EBITDA earn-outs.

 

Bruno Wu, Chairman and Co-CEO of Ideanomics, “Our agreement creates an unprecedented opportunity for Ideanomics to enter into the strategic industries of life sciences, and clean tech / green tech. These industries are critical to the environmental sustainability and are reflective of the types of high-grade asset classes that deserve to be brought into the rapidly forming new digital economy. We are proud to do so alongside the leadership of HooXi. We believe that HooXi is a strong company with great growth potential, and that our proposed transaction will be complimentary to our Ideanomics strategy in asset digitization, and beneficial to our shareholders.”

 

“HooXi is a strong company with the ability to rapidly grow. Medical and green technologies are industries that our shareholders are passionate about and that we seek to further service by bringing investment grade digital assets to market,” said Norman Tsui, CEO of Liberty BioPharma Inc.

 

 

 

 

About Ideanomics

 

Ideanomics (Seven Stars Cloud Group, Inc.), (NASDAQ: SSC) (http://www.ideanomics.com/)

 

Ideanomics is determined to become one of the most prominent global digital asset providers. 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 products.

 

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 Liberty Biopharma Inc.

 

Liberty Biopharma is a medical digital technology and biopharmaceutical company active in global strategic partnerships and in-licensing of technologies and assets for rapid growth and high value solutions.

 

 

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

Email: pr@sevenstarscloud.io

 

IR Contacts

Federico Tovar, CFO Ideanomics

Chad Arroyo, CMO and CPO Ideanomics

 

Email: ir@sevenstarscloud.com

 

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