What changed in this filing

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Item 3. Legal Proceedings

2025-04-15 compared with 2024-04-16 · 105 added, 76 removed, 47 unchanged (79% of the section changed)

15 unchanged sentences

any investors that FT Global introduced and/or wall-crossed to the Company.

However, the Company believes the securities purchase

transactions at issue did not involve the one investor which FT Global introduced or wall-crossed to the Company during the term of the

However, the Company believes the securities purchase transactions

at issue did not involve the one investor which FT Global introduced or wall-crossed to the Company during the term of the agreement.

FT Global claims approximately $7,000,000 in damages and attorneys’ fees.

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.

On March 9, 2021,

the Company filed a motion to dismiss based on FT Global’s failure to state a claim which is pending before the Court.

23, 2021, FT Global filed its response to the Company’s motion to dismiss.

FT Global argues that the Court should deny the Company’s

motion to dismiss.

However, if the Court is inclined to grant the Company’s motion to dismiss, FT Global requested that the Court

permit it to file an amended complaint.

On April 8, 2021, the parties filed a Joint Preliminary Report and Discovery Plan.

2021, the Court approved the Joint Preliminary Report and Discovery Plan and issued a Scheduling Order placing this case on a six-month

discovery tract.

On April 30, 2021, the Company served FT Global with its Initial Disclosures.

On May 6, 2021, FT Global served the Company

with its Initial Disclosures.

On May 17, 2021, FT Global served the Company with its First Amended Initial Disclosures.

On November 10,

2021, the Court entered an Order granting the Company’s motion to dismiss FT Global’s fraud claim and breach of contract claim

as to the disclosure of its confidential and proprietary information.

The Court denied the Company’s motion to dismiss FT Global’s

i) breach of contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement agent agreement;

ii) claim for

breach of the covenant of good faith and fair dealing;

and iii) claim for attorney’s fees, and the court concluded that additional

information can be obtained through discovery.

The Company timely filed an answer and defenses to FT Global’s complaint on November

On January 3, 2022 the Company propounded discovery requests upon FT Global, including interrogatories and requests for production

of documents.

On March 23, 2022, the Company propounded requests for admission upon FT Global.

On March 24, 2022, FT Global propounded

discovery requests upon the Company, including requests for production of documents and requests for admission.

On April 1, 2022, FT Global

served its response to the Company’s requests for production of documents.

On May 13, 2022, FT Global served its responses to the

Company’s interrogatories and requests for admissions.

On May 13, 2022, FT Global produced documents in response to the Company’s

requests for production of documents.

On June 3, 2022, the Company produced documents in response to FT Global’s requests for production

of documents.

On August 3, 2022, the Company took the deposition of FT Global.

On August 4, 2022, FT Global took the deposition of the

On August 3, 2022, the Court granted the parties’ Consent Motion to Extend Discovery Period extending the discovery period

from August 5, 2022 to September 14, 2022 and the deadline to file dispositive motions to October 12, 2022.

On October 12, 2022, the Company

filed a motion for summary judgment on all claims asserted by FT Global in this lawsuit.

On November 2, 2022, FT Global filed its opposition

to the Company’s motion for summary judgment.

On November 16, 2022, the Company filed its reply in support of its motion for summary

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.

On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s failure to state a claim which is pending before the

On November 10, 2021, the Court entered an Order granting the Company’s motion to dismiss FT Global’s fraud claim and

breach of contract claim as to the disclosure of its confidential and proprietary information.

The Court denied the Company’s motion

to dismiss FT Global’s i) breach of contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement

agent agreement;

ii) claim for breach of the covenant of good faith and fair dealing;

and iii) claim for attorney’s fees, and the

court concluded that additional information can be obtained through discovery.

On October 12, 2022, the Company filed a motion for summary

judgment on all claims asserted by FT Global in this lawsuit.

On August 31, 2023, the Court entered an Order denying the Company’s

On November 2, 2022, FT Global filed its opposition to the Company’s

motion for summary judgment.

On September 20, 2023, the parties filed a joint motion to extend the deadline to file the consolidated pretrial

order pending mediation of the case by the parties.

On September 21, 2023, the Court granted the parties’ joint motion to extend

the deadline to file the consolidated pretrial order to October 27, 2023.

On October 16, 2023, the parties mediated the case.

24, 2023, the parties filed another joint motion to extend the deadline to file the consolidated pretrial order.

On October 27, 2023,

the Court granted the parties’ joint motion to extend the deadline to file the consolidated pretrial order to November 17, 2023

and set the case for trial on January 8, 2024.

Subsequently, the Court approved an extension of the deadline to file a pretrial order

to December 1, 2023.

The Court has also rescheduled the trial to commence on April 8, 2024.

The trial began on April 8, 2024

and ended on April 11, 2024, on which date the jury returned a verdict in favor of FT Global and the Court entered a judgment awarding

FT Global $8,875,265.31.

On April 12, 2024, FT Global requested that the Court add $1,723,136.44 in prejudgment interest to the

judgment amount.

The Company will continue to vigorously defend the action against FT Global, including by appealing the judgment

to the United States Court of Appeals for the Eleventh Circuit.

On November 16, 2022, the Company filed its reply in support of its motion for summary judgment on all claims

asserted by FT Global in this lawsuit.

On August 31, 2023, the Court entered an Order denying the Company’s motion for summary judgment.

The trial began on April 8, 2024 and ended on April 11, 2024, on which date the jury returned a verdict in favor of FT Global.

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 and the Company will continue to vigorously defend the action against FT Global.

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 (before 1 for 10 reverse split) 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.

Shareholders Lawsuit

(LaBelle and Janzen)

The LaBelle case is

a putative securities class action filed in January 2024 and is pending in the District of New Jersey.

Denise LaBelle (“Plaintiff”)

alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially

false or misleading statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of

the Company Mr.

Shanchun Huang and charges filed by the SEC against Mr.

Shanchun Huang with manipulative trading in the stock of the

Company using an offshore account shortly before he became the Company’s CEO in 2020 and failing to disclose his beneficial ownership.

Huang has denied the allegations of trading before he became CEO.

Plaintiff claims that these alleged misstatements caused the

Company’s stock to trade at artificially inflated prices, harming investors when the truth was revealed.

The lead plaintiff

and lead counsel were appointed in September 2024.

The Company was served in September 2024, and the Plaintiff is currently seeking

substituted service on the individual defendants.

Once service is resolved, the Plaintiff is expected to file an amended complaint,

which the Company and other defendants intend to move to dismiss.

The Janzen action

is a consolidated shareholder derivative case filed by Jeff Janzen on May 31, 2024, also pending in the District of New Jersey, brought

nominally on behalf of Future FinTech.

Plaintiff alleges that certain current and former officers and directors breached fiduciary

duties by allowing or failing to prevent the same alleged misconduct at issue in LaBelle, including mismanagement and misleading public

The derivative case has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in LaBelle,

but plaintiff has reserved the right to participate in mediation and settlement discussions relating to the class action.

Settlement with

On December 17, 2019,

24 unchanged sentences

all policies, procedures and practices recommended in the report of the Consultant within 120 days of receiving the report from the Consultant.

of the date of this report, the Company has made all installment payments of the penalties except for the last one which will due on 360

days of the Order Date.

On July 26, 2023, the Company also has engaged an independent consultant to test, assess, and review the

Company’s internal accounting controls and internal control over financial reporting.

The consultant has completed its test, assess

and review and issued a final report in December 2023.

The Company has made all installment payments of the penalties except for the last one which will due on 360 days of the Order Date.

July 26, 2023, the Company also has engaged an independent consultant to test, assess, and review the Company’s internal accounting

controls and internal control over financial reporting.

The consultant has completed its test, assess and review and issued a final report

in December 2023.

The Company has adopted and are implementing and maintaining policies, procedures and practices recommended in the report

of the Consultant.

ITEM 4 – MINE SAFETY DISCLOSURES

1 unchanged sentence

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 3. Legal Proceedings