|SEVEN STARS CLOUD GROUP, INC. filed this Form 8-K on 12/04/2017|
Date of Report (Date of earliest event reported): November 28, 2017
STARS CLOUD GROUP, INC.
No. 4 Drive-in Movie Theater Park, No. 21 Liangmaqiao Road,
District, Beijing, China 100125
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):
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. ¨
As previously reported and disclosed, on June 30, 2017, Seven Stars Cloud Group, Inc. (the “Company” or “SSC”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with BT Capital Global Limited, a British Virgin Islands company (“BT”) an affiliate of the Company’s chairman Bruno Wu, pursuant to which the issued and outstanding stock that the Company holds in three separate non-core assets were sold to BT in exchange for RMB100 million (approximately $14.75 million at the current exchange rate) in a combination of cash and publicly traded stock to be paid to the Company within one year of closing.
The assets sold to BT Capital Global Limited included:
The Company and BT have agreed, effective November 28, 2017, for strategic reasons to amend the Purchase Agreement such that the Company will neither sell to BT the equity of Nanjing Tops Game Co. Ltd, and the equity of the Pantaflix joint venture nor receive the previously agreed upon consideration for such sales. The Company will only sell to BT 80% of the outstanding capital stock of Zhong Hai Shi Xun Media Col, Ltd (“Zhong Hai”) for zero consideration. The impetus behind the sale of the Company’s interest in Zhong Hai is to streamline the operations of the Company and to eliminate the Company’s exposure to any liabilities and obligations of Zhong Hai.
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 exhibit to the Company’s next Quarterly Report on Form 10-Q.
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.