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8-KAccepted Sep 30, 3:43 PM ET

All In FutureTech Alliance Clarifies Beneficial Ownership Disclosure

AIFAAll In FutureTech Alliance, Inc.

Accepted (ET)

3:43 PM

Sep 30, 2026

Filed

Sep 30, 2026

Documents

11

Size

195.2 KB

Summary

All In FutureTech Alliance Clarifies Beneficial Ownership Disclosure

Updated

What Happened
All In FutureTech Alliance, Inc. (AIFA) filed an 8-K on September 30, 2026 to clarify prior beneficial ownership disclosures after receiving letters from counsel for Primo Vital Limited (“Primo”). The letters (dated May 22 and September 2, 2026) claim Primo’s sole director Jingsheng (Jason) Lu was removed as a Primo director on May 19, 2026 and ceased to have authority on March 3, 2026 when Primo’s parent, Ourgame International Holdings Limited, was placed into official liquidation by the Grand Court of the Cayman Islands. The Company had previously disclosed, in its Form 10‑K (filed May 22, 2026) and proxy statement (filed May 21, 2026), that Primo was the record holder of 11,986,523 shares (about 31.3% of outstanding common stock) and that Mr. Lu shared voting and dispositive power over those shares.

Key Details

  • The Relevant Shares: 11,986,523 shares, ~31.3% of AIFA’s outstanding common stock (as disclosed as of May 6, 2026).
  • Source of prior disclosure: Company relied on the joint Schedule 13D/A filed Dec 11, 2024 by Primo, Ourgame and Mr. Lu.
  • Primo’s counsel claims: Mr. Lu removed as Primo director on May 19, 2026; Mr. Lu lost authority March 3, 2026 due to Ourgame’s liquidation in Cayman Islands.
  • Company position: AIFA is not a party to the dispute, cannot independently verify who holds or controls the Relevant Shares (they appear to be held through broker-dealers or intermediaries), and is providing the clarification voluntarily.

Why It Matters
This clarification highlights a dispute over who actually controls a block representing roughly 31% of AIFA’s stock—information that can affect voting outcomes and governance. The company is not taking a position or resolving the dispute; investors should note that prior public filings used the most recent Schedule 13D available at the time. AIFA says it will review any new information and update disclosures if required under applicable law.

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