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)~~: December~~ August 2726, ~~2023~~2024

~~________________~~FINTECH SCION LIMITED

Fintech Scion Limited

(Exact name of registrant as specified in its charter)

Nevada		000-55685		30-0803939
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I. R. S. Employer Identification No.)

~~Portman~~M ~~House, 2~~Floor ~~Portman~~& ~~Street~~1st Floor

~~London, W1H 6DU,~~No. UK33 Jalan Maharajalela

~~(Address of~~50150, ~~principal~~Kuala ~~executive offices~~Lumpur, ~~including ZIP code)~~Malaysia

~~+44 203~~(Address ~~982~~of principal executive offices, including ~~5041~~zip code)

+603 9226 0908

(Registrant’s telephone number, including area code)

~~Not Applicable~~Portman House, 2 Portman Street

~~(Former name or former address~~London, ifW1H ~~changed since last report.)~~6DU

~~________________~~United Kingdom

(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:

☐ 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))

☐ 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: None.

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 1 4.02 ~~Termination~~Non-Reliance ofon ~~Material~~Previously ~~Definitive~~Issued ~~Agreement~~Financial Statements or a Related Audit Report or Completed Interim Review.

~~As previously~~On ~~disclosed~~August 26, ~~on October 11~~2024, ~~2023,~~ Fintech Scion Limited (the “Company”) ~~entered~~after ~~into~~discussion anwith ~~Asset~~the ~~Conveyance Agreement~~audit ~~(the~~committee ~~“Purchase~~of ~~Agreement”)~~its ~~with~~board ~~CICO~~of ~~Digital~~directors ~~Solutions~~concluded ~~Limited,~~that athe ~~British~~Company’s ~~Columbia~~previously ~~company~~issued ~~(“CICO”).~~audited ~~The~~consolidated ~~Purchase~~financial statements ~~Agreement~~included ~~provided~~in ~~for~~ the ~~acquisition by the~~ Company’s ofForm ~~substantially~~10-K ~~all~~for of the ~~assets~~year ofended ~~CICO~~December 31, 2023, (the “~~Assets~~Financial Statements”) ~~related~~and tothe period ~~CICO’s~~covered ~~business~~thereby ofthe ~~providing~~“Affected aPeriod”) ~~service~~initially ~~platform~~filed ~~and~~with ~~software~~the ~~application~~Securities ~~for~~and ~~payment~~Exchange ~~services~~Commission ~~from~~(“SEC”) ~~CICO. As consideration for the~~on ~~transfer~~April ~~and~~5, ~~sale of the Assets~~2024, ~~the~~as ~~Company~~amended ~~issued~~on ~~CICO~~May ~~100~~9,~~000~~ 2024,~~000~~ ~~restricted~~May ~~shares~~10, of2024 ~~common~~and ~~stock~~May of16, ~~the Company~~2024, ~~par~~should ~~value~~no ~~$0.001 per~~longer ~~share~~be ~~(the~~relied ~~“Shares”)~~on.

OnThe Company reached such conclusions following ~~December~~an ~~27,~~internal ~~2023,~~review ~~the~~of ~~Company~~certain transactions and ~~CICO~~the ~~mutually~~related accounting treatment, and ~~voluntarily~~consultations ~~agreed~~with toPan-China ~~unwind~~Singapore PAC, the ~~transaction~~Company’s independent ~~contemplated~~registered bypublic ~~the~~accounting ~~Purchase Agreement~~firm. ~~Upon~~ ~~termination,~~Based ~~each~~upon ofmanagement’s evaluation, the ~~parties~~Company toconcluded the ~~Purchase~~financial ~~Agreement~~statements previously ~~were~~filed ~~relieved~~with ofthe ~~their~~SEC ~~respective~~should ~~rights,~~be ~~liabilities,~~restated ~~expenses~~to ~~and~~reflect ~~other obligations~~(i) ~~under~~ the ~~Purchase~~recognition ~~Agreement.~~of Inthe ~~connection~~results ~~therewith,~~of ~~CICO~~operation ~~transferred~~for the ~~Shares~~acquisition ~~back~~of the Company up to ~~the~~acquisition ~~Company~~date, ~~for~~(ii) ~~cancellation~~the ~~upon receipt.~~adjustment ~~The~~of ~~Shares~~recognition ~~were~~of ~~cancelled~~reverse ~~and~~merger ~~removed~~recapitalization, ~~from~~and (iii) the ~~Company’s~~recognition ~~issued~~of ~~and~~the weighted ~~outstanding~~average or shares ofarising ~~common~~from ~~stock~~the onreverse ~~January~~merger ~~30, 2024~~and shares issued.

~~SIGNATURES~~As a result, the Company will restate its historical financial results for the Affected Period to reflect the foregoing changes (the “Restatement”). The Company intends to file an amendment to its Annual Report on Form 10-K/A for the year ended December 31, 2023, to reflect the Restatement as soon as practicable.

~~Pursuant~~The audit tocommittee ~~the requirements~~ of the ~~Securities~~ ~~Exchange~~Company’s ~~Act~~board of ~~1934,~~directors ~~the registrant~~ has ~~duly~~discussed ~~caused~~the ~~this~~matters ~~report~~disclosed toin bethis ~~signed~~Item on4.02 ~~its~~with ~~behalf~~Pan-China bySingapore PAC, the ~~undersigned~~Company’s ~~hereunto~~independent ~~duly~~registered ~~authorized~~public accounting firm.

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 hereunto duly authorized.

Date: August 26, 2024	Fintech Scion Limited

	/s/ Lim Chun Hoo
	Lim Chun Hoo
	Chief Executive Officer

FINTECH SCION LIMITED

Dated: February 5, 2024

/s/ Lim Chun Hoo

Lim Chun Hoo

Chief Executive Officer

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