What changed in this filing

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Item 1A. Risk Factors

2025-04-15 compared with 2024-04-16 · 190 added, 338 removed, 835 unchanged (39% of the section changed)

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Risks Related to Our Business

We are involved, and may become involved

in the future, in disputes and legal or regulatory proceedings that, could materially and adversely affect our business, financial condition

and results of operations a nd cause the value of our securities to significantly decline or be worthless.

In January 2021, FT Global Capital, Inc.

Global”), a former placement agent of Future FinTech Group Inc.

(the “Company” or “Defendant”) filed a lawsuit

against the Company in the Superior Court of Fulton County, Georgia in January 2021, relating to alleged breaches of an exclusive

placement agent agreement between FT Global and the Company in July 2020.

The Company timely removed the case to the United States District

Court for the Northern District of Georgia (the “Court”) on February 9, 2021 based on diversity of jurisdiction.

11, 2024, the Court entered a judgment awarding FT Global $8,875,265.31 and on April 16, 2024, the Court issued an amended judgment, awarding

FT Global $10,598,379.93, which includes $7,895,265.31 in damages, $1,723,114.62 in prejudgment interest, and $980,000.00 in attorney’s

On May 9, 2024, the Company filed a post-trial motion to set aside the jury verdict and for a new trial and the Court denied

the motion on March 3, 2025.

The Company filed notice of appeal to appeal the judgement to the United States Court of Appeals for the

Eleventh Circuit on April 2, 2025.

FT Global has registered the Court’s judgment

in the United States District Court for Southern District of New York (“NY Court”), where FT Global has brought a motion requiring

the Company to turn over its stock in its subsidiary companies.

The Company has filed an opposition to the motion, arguing that

according to the New York statute the NY Court should first determine that the value of the stock in the subsidiary is insufficient to

satisfy the judgment as the Company believe the request for turnover is premature before a valuation hearing.

On August 28, 2024, NY Court

granted FT Global’s motion for turnover of Defendant’s shares in Defendant’s wholly-owned subsidiaries as Defendant

1) failed to satisfy the $10.8 million judgment rendered in the Northern District of Georgia and registered in the Southern District of

New York, and 2) is in possession of money and property in which it has an interest.

The NY Court ordered Defendant shall turn over the

shares, membership, or limited partnership interests in all of its subsidiaries, and the corporate seals of its China and Hong Kong-based

subsidiaries, to the U.S.

Marshal for auction or sale until the judgment is satisfied.

Pursuant to the order issued by the United States

District Court for the Southern District of New York on August 28, 2024, the United States Marshal for the Southern District of New York

Marshal”) sold the securities of the subsidiaries of the Company other than those in Hong Kong and China in auction of:

(i) all of the membership interests in Future Fintech Digital Capital Management LLC;

(ii) all of the outstanding shares of FTFT UK Limited;

(iii) the corporate seal of DigiPay FinTech Limited;

(iv) the corporate seal of GlobalKey SharedMall Limited;

(iv) all of the outstanding

shares of Future Fintech Labs Inc.;

and (v) all of the outstanding shares of Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev,

the general counsel of FT Global for $25,000 on December 18, 2024.

On December 6, 2024, the Company agreed to sell all issued and outstanding

shares of FTFT SuperComputing Inc.

a wholly owned subsidiary of the Company (“FTFT SuperComputing”) to DDMM Capital LLC (the

“Buyer”) for a purchase price that equals to:

(i) the assumption of the obligations of FTFT SuperComputing totaling $973,072.24

and (ii)$1,000,000, which was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment held by FT Global

Capital, Inc.

arising from the judgment entered in favor of FT Global and against the Company registered in the Southern District of New

York and all matters pertaining to such litigation.

The Company has appealed the turnover order of the NY Court for the auction of securities

of the subsidiaries of the Company in Hong Kong and China to the United States Court of Appeals for the Second Circuit and is waiting

for the final decision of the Court of Appeals.

On February 6, 2025, FT Global filed a motion (“Motion”) in the NY Court,

amended on February 12, 2025, seeking a turnover order for 39,825,939 unissued shares of the Company’s common stock for sale to

satisfy the judgement.

The amended motion directs the requested relief not only at the Company but also at Transhare Corporation,

the Company’s Florida-based transfer agent.

The Company believes the Motion lacks merit, as the issuance of unissued shares in this

manner would violate corporate governance principles, Florida corporate law, and federal securities regulations.

The Company has

opposed the Motion, which is now fully briefed and awaits decision by the NY Court.

The litigation against FT Global has been long

and costly which has materially and adversely affect our business, financial condition and results of operations.

If the NY Court grants

the Motion, we will have to turn over for all the unissued shares of common stock of the Company and the existing shareholders will be

significantly diluted and the value of our securities will significantly decline or become worthless.

From time to time, we may be a defendant in lawsuits and regulatory

actions relating to our business.

Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict

the ultimate outcome of any such proceedings.

An unfavorable outcome could have a material adverse effect on our business, financial condition

and results of operations.

In addition, any significant litigation, regardless of its merits, could divert management’s attention

from our operations and may result in substantial legal costs.

The Company has also been named in a putative securities class action case

and a derivatives case described in Item 3 Legal Proceedings below.

While the Company believes it has adequate defenses, the defense of

those cases could become costly and could significantly divert management attention from its business.

An occurrence of an uncontrollable event

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Consequently, our results of operations was adversely affected during the outbreak, especially between 2020 and 2022.

There have been outbreaks of Omicron variant in various cities in China in 2022 which resulted quarantines, travel restrictions,

and temporary closure of office buildings and facilities in these cities.

In December 2022, the Chinese government eased its strict

zero COVID-19 policy which resulted in a surge of new COVID-19 cases during December 2022 and January 2023, which has disrupted our business

operations in China.

have been outbreaks of Omicron variant in various cities in China in 2022 which resulted quarantines, travel restrictions, and temporary

closure of office buildings and facilities in these cities.

In December 2022, the Chinese government eased its strict zero COVID-19

policy which resulted in a surge of new COVID-19 cases during December 2022 and January 2023, which has disrupted our business operations

A widespread pandemic

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In addition, we

are facing uncertainties relating to the intensifying competition and evolving regulatory environment in China’s supply chain financing

service industry.

There have been limited proven methods to project available technology, regulatory and industry standards on which we

can rely, and the delay, unexpected or adverse developments in this sector may adversely and materially affect our operational and financial

performances.

As market develops, regulatory environment and our business continue to develop, we may need to adjust our business model

and continue to upgrade our products and service offerings, and if we fail to adapt to these developments promptly, or at all, our business,

financial condition, results of operations and prospects may be materially and adversely affected.

are facing uncertainties relating to the intensifying competition, inflation, general economy conditions and evolving regulatory environment

in China’s supply chain financing service industry.

There have been limited proven methods to project available technology, regulatory

and industry standards on which we can rely, and the slowdown of domestic industries of infrastructure, the delay, unexpected or adverse

developments in this sector may adversely and materially affect our operational and financial performances.

As market develops, regulatory

environment and our business continue to develop, we may need to adjust our business model and continue to upgrade our products and service

offerings, and if we fail to respond to and adapt to these developments promptly, or at all, our business, financial condition, results

of operations and prospects may be materially and adversely affected.

The supply chain financing service industry

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of operations and prospects, as well as our reputation and brand.

Our supply chain finance business faces risks in receivables,

timely supplies, credit evaluation and commodity price fluctuations all of which could materially and adversely affect our business, financial

condition and results of operations.

Our supply chain finance business faces

risks in receivables, timely supplies, credit evaluation and commodity price fluctuations all of which could materially and adversely

affect our business, financial condition and results of operations.

Our supply chain finance

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Also, if the market for commodities fluctuates sharply, our downstream customers might default on their purchase

obligation and cause losses to us.

The asset management

services that NTAM provides involve various risks, and failure to identify or fully appreciate such risks will negatively affect our reputation,

client relationships, operations and prospects.

NTAM provides asset and

wealth management service to clients.

Neither the principal nor the return of the asset management products that NTAM has provided its

services on is guaranteed by NTAM.

As such, NTAM generally does not bear any liabilities for any loss to capital invested in the products.

However, despite related risk warnings and disclaimers, the investors may attempt to hold NTAM responsible for their losses and terminate

their business with us, which could harm our reputation and result in reduced business.

In addition, although NTAM has implemented transparent

disclosure policies, such policies and procedures may not be fully effective.

If NTAM or its customer service personnel are found to have

engaged in misconduct or negligent in providing their services, NTAM may be held responsible when the investors incur losses, and our

reputation, client relationships, business and prospects will be materially and adversely affected.

Our operations

of NTAM depend on key management and professional staff and our business may suffer if we are unable to recruit or retain them.

The success of our business

is dependent, to a large extent, on the continued services of NTAM’s senior management, especially Mr.

Siu Kei Chan, the Chief Executive

Officer of NTAM.

If NTAM loses the service of Mr.

Chan, it needs to promptly hire an experienced professional from the market, otherwise

it may not be able to execute its existing business strategy effectively, or we may have to change our current business direction.

disruptions to our business may take up significant energy and resources of the Company, and materially and adversely affect our future

Moreover, NTAM daily

operations depend on the members of its mid-level management, experienced investment and trading managers, licensed representatives, risk

management officers, research analysts and IT specialists.

We devote considerable resources to the recruiting and retaining these personnel.

However, the market for quality professionals is increasingly competitive.

We expect to face significant competition from other assets

management firms and technology companies in hiring such personnel.

The intense competition may require us to offer more competitive compensation

and other benefits to our talent, which could materially and adversely affect our financial condition and results of operations.

result, it may be difficult for us to continue to retain and motivate these employees, and this could affect their decisions about whether

or not they continue to work for us.

If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and

motivating existing personnel, NTAM may be unable to grow effectively.

Our risk management

and internal control systems of NTAM, as well as the risk management tools available to us, may not fully protect us against various risks

inherent in our business .

Currently, NTAM follows

its comprehensive internal risk management framework and procedures to manage its risks, including but not limited to, reputational risk,

legal risk, regulatory and compliance risk, operational risk, market risk, liquidity risk, and credit risk.

However, its risk management

policies, procedures and internal controls may not be adequate or effective in mitigating the risks or protecting it against unidentified

or unanticipated risks.

In particular, some methods of managing risks are based upon observed historical market behavior and experience

in the securities industry.

These methods may fail to predict future risk exposures, which could be significantly greater than those indicated

by our historical measures.

Other risk management methods depend upon an evaluation of available information regarding operating and market

conditions and other matters, which may not be accurate, complete, up-to-date or properly evaluated.

In addition, the capital markets

in Hong Kong are rapidly developing, the information and experience that NTAM relies on for its risk management methods may become quickly

outdated as capital markets and regulatory environment in Hong Kong continue to evolve.

Deficiencies in the risk management and internal

control systems and procedures may adversely affect our ability to identify or report our deficiencies or non-compliance.

may have a material and adverse effect on our business, financial condition, and operating results.

The operations

of NTAM may be adversely affected if it fails to obtain or maintain necessary approvals for conducting a particular business.

Due to the highly regulated nature of the financial

industry in jurisdiction where NTAM operates, many aspects of its business depend on obtaining and maintaining approvals, licenses, permits

or qualifications from relevant regulators in Hong Kong.

Obtaining and maintaining such approvals, licenses, permits or qualifications

is contingent on NTAM’s compliance with regulatory requirements.

Any failure to comply with regulatory requirements could limit

the scope of businesses in which NTAM is permitted to engage.

Furthermore, additional regulatory approvals, licenses, permits or qualifications

may be required by relevant regulators in the future, and some of current approvals, licenses, permits or qualifications of NTAM are subject

to periodic renewal.

The failure to obtain or maintain the required approvals, licenses, permits or qualifications could adversely affect

our results of operations and financial condition.

obligation and cause losses to us, especially when the market of infrastructure in China slows down.

The brokerage and

investment banking service industry are intensely competitive in Hong Kong.

If we are unable to compete effectively, we may lose our market

share and our results of operations and financial condition may be materially and adversely affected.

If we are unable to compete effectively, we may lose business

and our results of operations and financial condition may be materially and adversely affected.

The financial services

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effectively against our competitors, our business, financial conditions, results of operations, and prospects will be materially and adversely

As an provider of brokerage

As a provider of brokerage

and investment banking business services for Hong Kong and Chinese investors on a global basis, our business generally requires us to

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future, and our failure to do so could have a material adverse effect on our business, operating results and financial condition.

example, we had to sell NTAM as it was unable to generate net profit due to high labor cost and slow down of capital market in Hong Kong.

We may not be able to prevent others from

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business prospects and reputation.

The blockchain and digital assets related

products and services that we are developing have the potential to be used in ways we do not intend, including for criminal or other illegal

Blockchain-related products and services, in particular

cryptocurrencies, have the potential to be used for financial crimes or other illegal activities.

We are currently developing digital

assets mining farms, there are uncertainties regarding any legal and regulatory requirements for preventing blockchain-related products

and services from being put to such uses, and there are uncertainties regarding the liabilities and risks to the Company if we are unable

to prevent such uses.

Even if we comply with all laws and regulations regarding financial and blockchain and digital assets related products

and services, we have no ability to ensure that our customers, partners or others to whom we license or sell our products and services

comply with all laws and regulations applicable to them and their transactions.

Although we only provide hosting services to digital

assets miners, the security measures employed by our projects are subject to further improvement and development.

There is no guarantee

that the security measures that we currently use or any that we may develop in the future will be effective.

Any negative publicity we receive regarding any

allegations of unlawful uses of our services and mining farm could damage our reputation.

More generally, any negative publicity regarding

unlawful uses of blockchain technology in the marketplace could reduce the demand for our products and services.

The occurrence of any

of the foregoing could have a material adverse effect on our financial results and business.

The regulatory regime governing blockchain

technologies, cryptocurrencies, digital assets, and offerings of digital assets is uncertain, and new regulations or policies may materially

adversely affect the development of our blockchain related business.

Regulations of digital assets, cryptocurrencies,

crypto mining, blockchain technologies, are currently undeveloped and likely to rapidly evolve as government agencies take greater interest

Regulations also vary significantly among international, federal, state and local jurisdictions and is subject to significant

Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations,

or guidance, or take other actions, which may severely impact the permissibility of tokens, crypto currencies and digital assets generally

and the technology behind them or the means of transaction or in transferring them.

Failure by our subsidiaries to comply with any laws,

rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in

a variety of adverse consequences, including civil penalties and fines.

Intellectual property infringement claims

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Our business depends on internet, our websites,

apps, network infrastructure and processing systems.

Our supply chain financing, money transfer, assets

management and digital mining services depend upon the widespread use of the internet.

Factors which could reduce the widespread use of

the internet include, without limitation, actual or perceived lack of security of information or privacy protection, cyberattacks or other

disruptions or damage to the internet or to users’ computers, whatever the cause, could reduce customer satisfaction with our platforms

and services and harm our business.

Any system interruption that results in the unavailability of our websites, apps or reduced performance

of our transaction and information systems could reduce our ability to conduct our business.

We use internally and externally developed

systems for our websites, apps and our transaction and information processing systems.

We expect to experience system interruptions due

to software failure.

Capacity constraints can cause system disruptions, slower response times, delayed page presentation, degradation

in levels of customer service and other problems.

network infrastructure and processing systems.

Our supply chain financing, and assets management

and financial services depend upon the widespread use of the internet.

Factors which could reduce the widespread use of the internet include,

without limitation, actual or perceived lack of security of information or privacy protection, cyberattacks or other disruptions or damage

to the internet or to users’ computers, whatever the cause, could reduce customer satisfaction with our platforms and services and

harm our business.

Any system interruption that results in the unavailability of our websites, apps or reduced performance of our transaction

and information systems could reduce our ability to conduct our business.

We use internally and externally developed systems for our websites

and our transaction and information processing systems.

We expect to experience system interruptions due to software failure.

constraints can cause system disruptions, slower response times, delayed page presentation, degradation in levels of customer service

and other problems.

We may also experience difficulties with our infrastructure upgrades.

Any future difficulties

with our transaction and information processing systems or difficulties upgrading, expanding or integrating aspects of our systems may

cause system disruptions, slower response times, and degradation in levels of customer service, additional expense, impaired quality and

speed of our services or other problems.

Any future difficulties with our transaction

and information processing systems or difficulties upgrading, expanding or integrating aspects of our systems may cause system disruptions,

slower response times, and degradation in levels of customer service, additional expense, impaired quality and speed of our services or

other problems.

If the location where all of our computer and

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may incur increasing costs in an effort to minimize those risks and to respond to cyber incidents.

Our supply chain financing, money transfer, assets

management and digital mining services are dependent on the secure operation of our website and systems as well as the operation of the

internet generally.

Our business involves the storage of customers’ proprietary information, and security breaches could expose

us to a risk of loss or misuse of this information, litigation, and potential liability.

A number of large internet companies have suffered

security breaches, some of which have involved intentional ransomware attacks.

From time to time, we and many other internet businesses

also may be subject to a denial of service attacks wherein attackers attempt to block customers’ access to our website with ransomware.

If we are unable to avert a denial of service attack for any significant period, we could sustain substantial loss from payment of ransom

fee, lost sales and customer dissatisfaction.

We may not have the resources or technical sophistication to anticipate or prevent rapidly

evolving types of cyberattacks.

Our supply chain financing, assets management

and financial services are dependent on the secure operation of our website and systems as well as the operation of the internet generally.

Our business involves the storage of customers’ proprietary information, and security breaches could expose us to a risk of loss

or misuse of this information, litigation, and potential liability.

A number of large internet companies have suffered security breaches,

some of which have involved intentional ransomware attacks.

From time to time, we and many other internet businesses also may be subject

to a denial of service attacks wherein attackers attempt to block customers’ access to our website with ransomware.

If we are unable

to avert a denial of service attack for any significant period, we could sustain substantial loss from payment of ransom fee, lost sales

and customer dissatisfaction.

We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types

of cyberattacks.

Cyberattacks may target us, our customers, our

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our reputation, and a loss of confidence in our security measures, which could harm our business.

Failure to comply with sanctions laws, anti-terrorist

financing laws, anti-money laundering laws, and similar laws associated with our activities, and anti-corruption laws could subject us

to penalties and other adverse consequences.

We have implemented policies

and procedures designed to allow us to comply with anti-money laundering laws and economic sanctions laws and prevent our money transfer

platform from being used to facilitate business in countries or with persons or entities designated on lists promulgated by governments

and equivalent international authorities or that are otherwise the target of sanctions.

We may utilize the services of vendors, such as

screening tools, in implementing such policies and procedures.

In the event that we or any of our users engage in any conduct, intentionally

or not, that facilitates money laundering, terrorist financing, or other illicit activity, or that violates anti-money laundering or sanctions

laws, or otherwise constitutes activity that is prohibited by such laws, including through the fault of any vendor, we may be subject

to fines, penalties, lawsuits, and enforcement actions;

additional compliance requirements;

increased regulatory scrutiny of our business;

restriction of our operations;

or damage to our reputation or brand.

Law enforcement and regulators

continue to scrutinize compliance with these obligations, which may require us to further revise or expand our compliance program, including

the procedures that we use to verify the identity of our customers or monitor our platform for potential illegal activity.

any policies and procedures that we implement to comply with sanctions laws may not be effective, including in preventing customers from

using our services for transactions with sanctioned persons or jurisdictions subject to comprehensive sanctions.

Given the technical limitations

in developing controls to prevent, among other things, the ability of customers to publish on our platform false or deliberately misleading

information or to develop sanctions-evasion methods, it is possible that we may inadvertently and without our knowledge provide services

to individuals or entities that have been designated by UK or Hong Kong government or other relevant sanctions authorities are located

in a jurisdiction subject to comprehensive sanctions or an embargo by the UK, Hong Kong or other countries in which we operate or are

licensed to do business, and such services may not be in compliance with applicable economic sanctions regulations.

Sanctions are imposed

to address acute foreign policy and national security threats and may change rapidly and unpredictably in response to world events or

domestic or international political developments.

Additionally, as we expand our services into additional jurisdictions, we may become

subject to additional sanctions requirements imposed by those jurisdictions or face increased risk of processing transactions in violation

of sanctions requirements to which we are currently subject.

We may be unable to update policies, procedures, or controls to timely and

effectively address changes in applicable legal requirements or in our sanctions risk environment.

Consequences for failing

to comply with applicable rules and regulations could include fines, criminal and civil lawsuits, forfeiture of significant assets, or

other enforcement actions.

We could also be required to make changes to our business practices or compliance programs as a result of regulatory

In addition, any perceived or actual breach of compliance by us, our customers, vendors, or our payment or disbursement partners

with respect to applicable laws, rules, and regulations could have a significant impact on our reputation and could cause us to lose existing

customers, prevent us from obtaining new customers, cause other payment or disbursement partners to terminate or not renew their agreements

with us, require us to expend significant funds to remedy problems caused by violations and to avert further violations, adversely affect

our relationship with our partner banks and other commercial counterparties and expose us to legal risk and potential liability, all of

which may adversely affect our business, operating results, and financial condition.

Use of our money

transfer platform for illegal or fraudulent activities could harm our business, reputation, financial condition, and operating results.

Our platform is susceptible

to illegal, improper or fraudulent uses, including money laundering, terrorist financing, sanctions evasion, bank fraud, payments involving

child pornography or human trafficking, and the facilitation of other illegal, improper or fraudulent activity.

The digital financial

services industry is under increasing scrutiny from federal, state, and international regulators in connection with the potential for

such illegal, improper or fraudulent activities.

In addition, our remittance service facilitates payments to jurisdictions which may in

some cases have higher levels of illegal, improper payments.

Our payment system has been utilized for illegal, improper and fraudulent

uses in the past and we cannot guarantee that our policies, procedures and internal controls, or insurance, would adequately protect our

business, maintain our continued ability to operate in the jurisdictions that we serve, or our reputation, especially if such illegal,

improper or fraudulent activities were discovered to have taken place on our platform in the future.

Our fraud loss expenses may increase

if our fraud systems lose effectiveness or if new methods or schemes are developed to defraud us.

Since the methods and schemes utilized

by perpetrators of fraud are constantly evolving or, in some cases, not immediately detectable, we cannot assure you that our policies,

procedures and controls for managing fraud will be effective over time or of our ability to update these measures to address emerging

In addition, if illicit or fraudulent activity levels involving our services were to rise, it could lead to regulatory intervention

and reputational and financial damage to us.

This, in turn, could lead to government enforcement actions and investigations, a suspension

or termination of our operating licenses, a reduction in the use and acceptance of our services, or an increase in our compliance costs,

any of which may harm our business, financial condition, and operating results.

On the other hand, if

the measures we have taken to detect illegal, improper or fraudulent activities are too restrictive and/or inadvertently prevent or delay

proper transactions, this could result in suspension of legitimate customer activity on our payment system, deter new and existing customers

or otherwise diminish our customer experience, any of which could harm our business.

As a public company, we are obligated to

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reporting concepts and practices similar to those in the United States.

We may have difficulty in hiring and retaining a sufficient number

We have had difficulty in hiring and retaining a sufficient number

of qualified financial and accounting employees who are familiar with US GAAP and reporting requirements to work in the PRC.

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this year, we will be unable to assert that our internal controls are effective.

If we continue to be unable to conclude that our internal

control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports,

which could harm our business and cause the price of our stock to decline.

We have concluded that our internal control over financial

reporting is not effective.

If we continue to be unable to conclude that our internal control over financial reporting is effective, we

could lose investor confidence in the accuracy and completeness of our financial reports, which could harm our business and cause the

price of our stock to decline.

We may need additional capital to fund our

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financial condition and operating results.

We may be exposed to litigation related

to the Sale Transaction on February 27, 2020 from the holders of our common stock.

Transactions such as the Sale Transaction are

often subject to lawsuits by stockholders.

Particularly because the holders of our common stock will not receive any consideration from

the Sale Transaction, it is possible that they may sue the Company or the Board of Directors.

Such lawsuits could result in substantial

costs and divert our management’s attention from other business concerns, which could seriously harm our business.

Related to Doing Business in the PRC

Risks Related to Doing Business in the PRC

Changes in China’s economic, political

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and control the pace of economic growth.

These measures may cause decreased economic activity in China, and since 2012, China’s

These measures may cause decreased economic activity in China, and since COVID-19, China’s

economic growth has slowed down.

Any prolonged slowdown in the Chinese economy may reduce the demand for our products and services and

The prolonged slowdown in the Chinese economy may reduce the demand for our products and services and

materially and adversely affect our business and results of operations.

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subject to the cybersecurity review by the Cybersecurity Review Office.

On November 14, 2021, CAC published the Administration Measures

for Cyber Data Security (Draft for Public Comments), or the “Cyber Data Security Measure (Draft)”, which requires cyberspace

operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with the Office

of Cybersecurity Review.

As confirmed by our PRC counsel Fengdong Law Firm, we are currently not subject to cybersecurity review with

the Cyberspace Administration of China (“CAC”) under these new measures, because E-Commerce Tianjin is not a cyberspace operator

with personal information of more than 1 million users or has activities that affect or may affect national security.

Nevertheless, the

aforementioned draft measures and any related implementation rules to be enacted may subject us to additional compliance requirement in

As confirmed by our PRC counsel Fengdong Law Firm, we are currently

not subject to cybersecurity review with the Cyberspace Administration of China (“CAC”) under these new measures, because

E-Commerce Tianjin is not a cyberspace operator with personal information of more than 1 million users or has activities that affect or

may affect national security.

Nevertheless, the aforementioned draft measures and any related implementation rules to be enacted may subject

us to additional compliance requirement in the future.

We cannot rule out the possibility that the

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entering the securities market.

The Company is still processing the filings with CSRC for its offerings since the effective

of New Overseas Listing Rules and has not complied the filing requirements yet which would subject the Company to fines and other penalties

for violation of New Overseas Listing Rules.

The Company is still processing the filings with CSRC for its offerings since the effective of New Overseas

Listing Rules and has not complied the filing requirements yet which would subject the Company to fines and other penalties for violation

of New Overseas Listing Rules.

On February 24, 2023, the CSRC revised the Provisions

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be a resident enterprise in the future.

We could be restricted from paying

dividends to shareholders due to PRC laws and other contractual requirements.

To the extent cash and/or assets in the business are

in the PRC and/or Hong Kong or our PRC and/or Hong Kong entities, such funds and/or assets may not be available to fund operations

or for other use outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and limitations on

the ability of us or our subsidiaries by the PRC government to transfer cash and/or assets.

We could be restricted from paying dividends

to shareholders due to PRC laws and other contractual requirements.

To the extent cash and/or assets in the business are in the PRC and/or

Hong Kong or our PRC and/or Hong Kong entities, such funds and/or assets may not be available to fund operations or for other use outside

of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries

by the PRC government to transfer cash and/or assets.

We are a holding company incorporated in the State

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Company, replacing earlier rules promulgated in March 2007.

Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China

for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company,

Pursuant to these rules, PRC citizens and non-PRC citizens who reside in

China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company,

subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiary

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and directors in the United States or to enforce judgments of United States courts against us or them in the PRC.

Most of our present officers and directors reside

outside of the United States.

In addition, most of our subsidiaries and assets are located outside of the United States.

Therefore, it

may be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S.

securities laws against us in the courts of either the United States or the Hong Kong/PRC and, even if civil judgments are obtained in

courts of the United States, to enforce such judgments in the PRC or Hong Kong courts.

Further, it is unclear if extradition treaties

now in effect between the United States, Hong Kong and the PRC would permit effective enforcement against us or our officers and directors

of criminal penalties under the U.S.

All of our present officers and directors reside

outside of the United States, other than Mingjie Zhao.

In addition, all of our subsidiaries and assets are located outside

of the United States.

Therefore, it may be difficult for investors in the United States to enforce their legal rights based on the civil

liability provisions of the U.S.

securities laws against us in the courts of either the United States or the Hong Kong/PRC and, even if

civil judgments are obtained in courts of the United States, to enforce such judgments in the PRC or Hong Kong courts.

Further, it is

unclear if extradition treaties now in effect between the United States, Hong Kong and the PRC would permit effective enforcement against

us or our officers and directors of criminal penalties under the U.S.

Federal securities laws or otherwise.

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inspections and investigations of audit firms based in China and Hong Kong.

On December 15, 2022, the PCAOB Board determined that

the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China

On December 15, 2022, the PCAOB Board determined that the

PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China

and Hong Kong and voted to vacate its previous determinations to the contrary.

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making as a result of his control of a substantial amount of our voting stock.

Zeyao Xue, the son of our president, indirectly

and directly beneficially owns 3,652,850 shares, or approximately 18.3%, of our outstanding common stock as of April 12, 2024.

Xue’s beneficial ownership of 18.3% of Future FinTech’s issued and outstanding common stock will likely give him the ability

to control the outcome of matters submitted to shareholders for approval, including but not limited to the election of directors and any

merger, consolidation, or sale of all or substantially all of the Company’s assets.

This concentrated control could delay, defer,

or prevent a change of control, merger, consolidation, or sale of all or substantially all of the Company’s assets that other shareholders

support, or conversely this concentrated control could result in the consummation of such a transaction that other shareholders do not

This concentrated control could also discourage a potential investor from acquiring the common stock of the Company due to the

limited voting power of such shares.

Mr.Zeyao Xue, indirectly and directly beneficially

owns 385,287 shares, or approximately 12.6%, of our outstanding common stock as of April 11, 2025.

Zeyao Xue’s beneficial ownership

of 12.6% of Future FinTech’s issued and outstanding common stock will likely give him the ability to control the outcome of matters

submitted to shareholders for approval, including but not limited to the election of directors and any merger, consolidation, or sale

of all or substantially all of the Company’s assets.

This concentrated control could delay, defer, or prevent a change of control,

merger, consolidation, or sale of all or substantially all of the Company’s assets that other shareholders support, or conversely

this concentrated control could result in the consummation of such a transaction that other shareholders do not support.

This concentrated

control could also discourage a potential investor from acquiring the common stock of the Company due to the limited voting power of such

As a shareholder, even a controlling shareholder, Mr.

Zeyao Xue is entitled to vote his shares, and

shares over which he has voting control, in his own interests, which may not always be in the interests of our shareholders generally.

Zeyao Xue is entitled to vote his shares, and shares over which he has voting

control, in his own interests, which may not always be in the interests of our shareholders generally.

Anti-takeover provisions in our charter

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adversely affected and the market price of our common stock could decrease.

On February 28, 2019, the Company received a letter

from NASDAQ notifying the Company that, because the closing bid price for the Company’s common stock listed on NASDAQ was below

$1.00 for 30 consecutive trading days, the Company no longer met the minimum bid price requirement for continued listing on NASDAQ under

NASDAQ Marketplace Rule 5550(a)(2).

On May 7, 2019, the Company received a written notification from the NASDAQ Stock Market Listing Qualifications

Staff indicating that the Company has regained compliance with the $1.00 minimum closing bid price requirement and that the matter is

On April 17, 2019, the Company received a notification

letter from NASDAQ stating the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1), due to its failure to timely file its

Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 10-K”).

On May 21, 2019, the Company received

a notification letter from NASDAQ stating the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1), due to its failure to

timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

On August 20, 2019, the Company received a notification

letter from the NASDAQ stating the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1), due to its failure to timely file

its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

On October 16, 2019, the Company received

a letter from the NASDAQ notifying the Company that it has regained compliance with NASDAQ’s periodic filing requirements for continued

listing on the Nasdaq Capital Market.

The letter noted that as a result of the September 3, 2019 filing of the Form 10-K for

the year ended on December 31, 2018 and the September 30, 2019 filing of the Forms 10-Q for the periods ended March 31,

and June 30, 2019 with the Securities and Exchange Commission, the Company has regained compliance with Listing Rule 5250(c)(1)

and the matter is now closed.

On September 4, 2019, the Company received

written notice from the NASDAQ stating that the Company did not meet the requirement of maintaining a minimum of $2,500,000 in

stockholders’ equity for continued listing on the NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5550(b)(1), the Company

also does not meet the alternative of market value of listed securities of $35 million under NASDAQ Listing Rule 5550(b)(2)

or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three

most recently completed fiscal years under NASDAQ Listing Rule 5550(b)(3), and the Company is no longer in compliance with the NASDAQ

Listing Rules.

On March 18, 2020, the Company received written notice form NASDAQ stating that the Company complies with the Listing Rule

On November 4, 2019, the Company received a letter

from the Nasdaq notifying the Company that, because the closing bid price for the Company’s common stock listed on Nasdaq

was below $1.00 for 30 consecutive trading days, the Company no longer meets the minimum bid price requirement for continued listing

on Nasdaq under Nasdaq Marketplace Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.

On April 14, 2020,

the Company received a written notification from the Nasdaq indicating that the Company has regained compliance with the $1.00 minimum

closing bid price requirement and that the matter is now closed.

On March 1, 2022, the Company received a letter

On May 13, 2024, the Company received a letter

from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s

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The Company has a period of 180 calendar days from the date of notification,

until August 29, 2022 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement.

August 30, 2022, the Company received a written notification from the NASDAQ Stock Market Listing Qualifications Staff (the “Staff”)

indicating that the Company has been granted an additional 180 calendar day period or until February 27, 2023, to regain compliance with

the $1.00 minimum closing bid price requirement for continued listing on the NASDAQ Capital Market pursuant to NASDAQ Listing Rule.

January 26, 2023, the Company filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to

until November 11, 2024 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement.

On November 12, 2024, the Company received a written notification from the NASDAQ Stock Market Listing Qualifications Staff (the “Staff”)

indicating that the Company has been granted an additional 180 calendar day period or until May 12, 2025, to regain compliance with the

$1.00 minimum closing bid price requirement for continued listing on the NASDAQ Capital Market pursuant to NASDAQ Listing Rule.

1, 2025, the Company filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to

amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”).

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shares of common stock began to trade on the NASDAQ Stock Market on the post-Reverse Stock Split basis under the symbol “FTFT”

on February 1, 2023.

On February 15, 2023, the Company received a written notification from the NASDAQ Stock Market Listing Qualifications

Staff indicating that the Company has regained compliance with the $1.00 minimum closing bid price requirement for continued listing on

the NASDAQ Capital Market pursuant to NASDAQ Listing Rule 5550(a)(2) and that the matter is now closed.

on April 4, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors