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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 30, 2026
| ALL IN FUTURETECH ALLIANCE, INC. |
| (Exact name of Registrant as specified in its charter) |
| Delaware |
|
001-38226 |
|
82-1659427 |
(State or other jurisdiction
of incorporation) |
|
(Commission File No.) |
|
(IRS Employer
Identification No.) |
745 Fifth Avenue, Suite 500
New York, New York 10151
(Address of principal executive offices, including
zip code)
(646) 768-4240
(Registrant’s telephone number, including
area code)
Not Applicable
(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 obligations of the registrant under any of the following provisions:
| ☐ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Stock, par value $0.0001 per share |
|
AIFA |
|
NASDAQ |
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 8.01 Other Events.
Clarification Regarding Beneficial Ownership
Disclosure
On May 22, 2026 and September 2, 2026, All
In FutureTech Alliance, Inc. (the “Company”) received letters (the “Primo Letters”) from counsel stating
that it acts on behalf of Primo Vital Limited (“Primo”), a stockholder of the Company and a wholly-owned subsidiary of
Ourgame International Holdings Limited (“Ourgame”). The Primo Letters claim, among other things, that (i) Jingsheng
(Jason) Lu (“Mr. Lu”) was removed as a director of Primo on May 19, 2026 and ceased to have authority to act on behalf
of Primo on March 3, 2026 when Ourgame was placed into official liquidation by the Grand Court of the Cayman Islands, and (ii) the
Company’s beneficial ownership disclosure regarding Mr. Lu’s shared voting and dispositive power in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2025, filed on May 22, 2026 (the “Form 10-K”), and its Definitive Proxy
Statement on Schedule 14A filed on May 21, 2026 for its special meeting of stockholders held on June 1, 2026 (the “Special
Meeting Proxy Statement”) were inaccurate.
The beneficial ownership tables in the Form 10-K
and the Special Meeting Proxy Statement disclosed that, as of May 6, 2026, Primo was the record holder of 11,986,523 shares of the Company’s
common stock (the “Relevant Shares”), representing approximately 31.3% of the Company’s outstanding common stock, and
that Mr. Lu, as Primo’s sole director, had shared voting and dispositive power over the Relevant Shares.
Based on the information currently available to it, the Company understands that the Relevant Shares are held through broker-dealers or
other securities intermediaries. The Company is not a party to, and takes no position
with respect to, the dispute concerning the ownership and control of the Relevant Shares, and is not in a position to independently verify
the identity of the persons who share voting or dispositive power over the Relevant Shares. Accordingly,
the Company’s disclosure of beneficial ownership information in the Form 10-K and the Special Meeting Proxy Statement was based
on the joint Schedule 13D/A filed on December 11, 2024 by Primo, Ourgame and Mr. Lu, which, as of the date the Company made such disclosure,
was the latest Schedule 13D filing with respect to the Relevant Shares.
The Company is providing this information voluntarily
to inform its investors of the claims made in the Primo Letters and the basis for its prior disclosure. This report does not resolve the
relevant parties’ dispute over the Relevant Shares or determine who had voting or dispositive power over the Relevant Shares at
any particular time. The Company will evaluate any additional information it receives and its disclosure obligations under applicable
law.
Forward-Looking Statements
This Item 8.01 contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the Company’s
further assessment of and disclosure concerning the matters described above. These statements are based on management’s current
expectations and are subject to risks and uncertainties, including the risks described under “Risk Factors” in the Form 10-K
and the Company’s subsequent SEC filings. The Company disclaims any obligation to update these statements, except as required by
applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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, thereunto
duly authorized.
| |
ALL IN FUTURETECH ALLIANCE, INC. |
| |
|
| |
By: |
/s/ Roy Anderson |
| |
|
Roy Anderson |
| |
|
Chief Financial Officer |
Date: September 30, 2026
