All In FutureTech Alliance, Inc. filed an 8-K on September 30, 2026, to address conflicting claims regarding the control of 11,986,523 shares of its common stock. The filing clarifies the basis for prior beneficial ownership disclosures while acknowledging that it cannot independently verify who holds voting and dispositive power over the shares in question.
The company stated that it received letters from counsel acting on behalf of Primo Vital Limited, a stockholder and wholly-owned subsidiary of Ourgame International Holdings Limited. The letters, dated May 22, 2026, and September 2, 2026, assert that Jingsheng (Jason) Lu was removed as a director of Primo on May 19, 2026. The counsel further claims that Mr. Lu lost the right to represent Primo effective March 3, 2026, a date corresponding to the official liquidation of Ourgame by the Grand Court of the Cayman Islands. Based on these assertions, the letters contend that the company's beneficial ownership disclosures in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and its Definitive Proxy Statement on Schedule 14A filed for its June 1, 2026 special meeting were inaccurate.
In its Form 10-K, filed on May 22, 2026, and its Special Meeting Proxy Statement, filed on May 21, 2026, the company disclosed that Primo was the record holder of the 11,986,523 shares as of May 6, 2026. This stake represented approximately 31.3% of the company's outstanding common stock. The disclosures indicated that Mr. Lu, as Primo's sole director at the time, held shared voting and dispositive power over these shares. The company noted that it understands the shares are held through broker-dealers or other securities intermediaries.
All In FutureTech Alliance stated that its prior disclosures were based on a joint Schedule 13D/A filed by Primo, Ourgame, and Mr. Lu on December 11, 2024. The company maintained that this was the latest Schedule 13D filing with respect to the relevant shares at the time it made its disclosures. The company emphasized that it is not a party to the dispute concerning the ownership and control of the shares and takes no position on the matter. Consequently, it stated it is not in a position to independently verify the identity of the persons who share voting or dispositive power over the shares.
The filing explicitly states that it does not resolve the dispute between the relevant parties or determine who held voting or dispositive power at any particular time. The company said it will evaluate any additional information it receives and its disclosure obligations under applicable law. Roy Anderson, Chief Financial Officer of All In FutureTech Alliance, signed the report on September 30, 2026.