FLJ Group Limited (NasdaqGM:FLJ) entered into an agreement to acquire Alpha Mind Technology Limited from MMTec, Inc. (NasdaqCM:MTC) and Burgeon Capital Inc for $180 million on November 22, 2023.At Closing, the Company shall deliver to each of the Sellers a promissory not in an aggregate amount equal to the purchase price. The Notes have a maturity of 90 days from the closing date, and will be secured by all of the issued and outstanding equity of the Target Company and all of the assets of the Target Company and its subsidiaries. If there is any Leakage, the Purchase Price should be adjusted downwards on a dollar for-dollar basis The Payment of Purchase Price to MMTEC, Inc. includes, a promissory note, in a form reasonably acceptable to MMTEC, in an amount equal to the product of: (i)(x) the Purchase Price, minus (y) the amount of Leakage (if any), multiplied by (ii) 85%, and to Burgeon Capital Inc, a promissory note, in a form reasonably acceptable to Burgeon Capital, in an amount equal to the product of (i)(x) the Purchase Price, minus (y) the amount of Leakage (if any), multiplied by (ii) 15%.In year 2022, Alpha Minds revenue amounted to $47.4 million, respectively.

Upon the closing of the Acquisition, Alpha Mind will become a wholly-owned subsidiary of the Company. The Purchase Agreement contains representations, warranties, covenants and closing conditions of each of the parties thereto that are customary for transactions of this type. Under the Purchase Agreement, the closing of the transaction must occur within two business days after the closing conditions have been satisfied; provided, that if the closing does not occur within 120 days following the date of the Purchase Agreement, then either party can terminate the Purchase Agreement.

In connection with the Transaction, (i) all requisite filings or registrations to be made by FLJ Group Limited have been made; and (ii) all requisite governmental authorizations to be obtained by FLJ Group Limited have been obtained on terms and conditions reasonably satisfactory to MMTec, Inc (NasdaqCM:MTC) and Burgeon Capital Inc.