What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-20 compared with 2024-11-19 · 267 added, 442 removed, 140 unchanged (84% of the section changed)

31 unchanged sentences

Overview of Our Business

Future FinTech is a holding company incorporated

under the laws of the State of Florida.

The Company historically engaged in the production and sale of fruit juice concentrates (including

fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC.

Due to drastically

increased production costs and tightened environmental laws in China, the Company had transformed its business from fruit juice manufacturing

and distribution to financial technology related service businesses.

The main business of the Company includes supply chain financing

services and trading in China, asset management business in Hong Kong and cross-border money transfer service in UK.

The Company also

expanded into brokerage and investment banking business in Hong Kong and cryptocurrency mining farm in the U.S.

The Company had contractual

arrangements with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and business since 2021 due to the negative impact

caused by COVID-19.

The Company started the process to close it down in November 2023 and completed deregistration and dissolution of

the VIE with local authority on March 7, 2024.

There are legal and operational risks associated

with being based in and having a substantial majority of operations in China and Hong Kong.

These risks could result in a material change

in our operations and/or the value of our common stock or could significantly limit or completely hinder our ability to offer or continue

to offer securities to investors and cause the value of our shares to significantly decline or be worthless.

In the past few years, the

PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice,

including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas

using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts

in anti-monopoly enforcement.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office

of the State Council jointly issued an announcement to crack down on illegal activities in the securities market and promote the high-quality

development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border

oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish

and improve the system of extraterritorial application of the PRC securities laws.

On February 15, 2022, Cybersecurity Review Measures

published by Cyberspace Administration of China or the CAC, National Development and Reform Commission, Ministry of Industry and Information

Technology, Ministry of Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People’s Bank of

China, State Administration of Radio and Television, China Securities Regulatory Commission (“CSRC”), State Secrecy Administration

and State Cryptography Administration became effective, which provides that, Critical Information Infrastructure Operators (“CIIOs”)

that intend to purchase internet products and services and Online Platform Operators engaging in data processing activities that affect

or may affect national security shall be 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.

On July 7, 2022, CAC promulgated the Measures for the Security Assessment

of Data Cross-border Transfer, effective on September 1, 2022, which requires the data processors to apply for data cross-border security

assessment coordinated by the CAC under the following circumstances:

Future FinTech is a holding company incorporated under the laws of

the State of Florida and it is not a Chinese operating company.

As a holding company with no material operations of our own, we conduct

a substantial majority of our operations through our subsidiaries and this structure involves unique risks to investors.

The Company historically

engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit

juice beverages and fruit cider beverages) in People’s Republic of China.

Due to drastically increased production costs and tightened

environmental laws in China, the Company had transformed its business from fruit juice manufacturing and distribution to supply chain

financing services and trading in China, asset management business in Hong Kong and cross-border money transfer service in UK.

also expanded into brokerage and investment banking business in Hong Kong and cryptocurrency mining farm in the U.S.

had a contractual arrangements with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and business since 2021 due

to the negative impact caused by COVID-19.

The Company started the process to close it down in November 2023 and completed deregistration

and dissolution of the VIE with local authority on March 7, 2024.

Due to worsened investment market sentiment in Hong Kong, the Company

sold its ownership in Nice Talent Asset Management Limited (“NTAM”) to a third party for HK$2.4 million (approximately $300,000)

in November 2024 and is no longer in asset management business in Hong Kong.

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 closing of the transactions contemplated by the Agreement took

place on December 9, 2024.

On December 18, 2024, the Company sold all of its interest and ownership of Future Fintech Digital Capital

Management LLC, FTFT UK Limited, DigiPay FinTech Limited, GlobalKey SharedMall Limited, Future Fintech Labs Inc., and Future Fintech Digital

Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global for $25,000 through the court ordered auction by the United

States Marshal for the Southern District of New York.

Currently, the main business of the Company is supply-chain financing services and

trading in China.

There are legal and operational risks

associated with being based in and having a substantial majority of operations in China and Hong Kong.

These risks could result in a

material change in our operations and/or the value of our common stock or could significantly limit or completely hinder our ability

to offer or continue to offer securities to investors and cause the value of our shares to significantly decline or be worthless.

the past few years, the PRC government initiated a series of regulatory actions and statements to regulate business operations in

China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over

China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of

cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

On July 6, 2021, the General Office of the Communist

Party of China Central Committee and the General Office of the State Council jointly issued an announcement to crack down on illegal

activities in the securities market and promote the high-quality development of the capital market, which, among other things,

requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to

enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial

application of the PRC securities laws.

On February 15, 2022, Cybersecurity Review Measures published by Cyberspace Administration

of China or the CAC, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public

Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People’s Bank of China, State Administration

of Radio and Television, China Securities Regulatory Commission (“CSRC”), State Secrecy Administration and State

Cryptography Administration became effective, which provides that, Critical Information Infrastructure Operators

(“CIIOs”) that intend to purchase internet products and services and Online Platform Operators engaging in data

processing activities that affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity

Review Office.

On July 7, 2022, CAC promulgated the Measures for the Security Assessment of Data Cross-border Transfer, effective on

September 1, 2022, which requires the data processors to apply for data cross-border security assessment coordinated by the CAC

under the following circumstances:

(i) any data processor transfers important data to overseas;

any critical information infrastructure operator or data processor who processes personal information of over 1 million people provides

personal information to overseas;

(iii) any data processor who provides personal information to overseas and has already provided personal

information of more than 100,000 people or sensitive personal information of more than 10,000 people to overseas since January 1st of

the previous year;

(ii) any critical information

infrastructure operator or data processor who processes personal information of over 1 million people provides personal information

(iii) any data processor who provides personal information to overseas and has already provided personal information of

more than 100,000 people or sensitive personal information of more than 10,000 people to overseas since January 1st of the

previous year;

and (iv) other circumstances under which the data cross-border transfer security assessment is required as prescribed

On February 17, 2023, the CSRC released New Overseas Listing Rules with five interpretive guidelines, which took effect on

March 31, 2023.

The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with CSRC and report related information

under certain circumstances, such as:

a) an issuer making an application for initial public offering and listing in an overseas market;

On February 17, 2023, the CSRC released New Overseas Listing Rules with five interpretive guidelines, which took effect

on March 31, 2023.

The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with CSRC and report

related information under certain circumstances, such as:

a) an issuer making an application for initial public offering and listing

in an overseas market;

b) an issuer making an overseas securities offering after having been listed on an overseas market;

c) a domestic company seeking an overseas

direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer of shares or other means.

to the Notice on Arrangements for Overseas Securities Offering and Listing by Domestic Enterprises, published by the CSRC on February

17, 2023, a company that (i) has already completed overseas listing or (ii) has already obtained the approval for the offering or listing

from overseas securities regulators or exchanges but has not completed such offering or listing before effective date of the new rules

and also completes the offering or listing before September 30, 2023 are considered as an existing listed company and is not required

to make any filing until it conducts a new offering in the future.

Furthermore, upon the occurrence of any of the material events specified

below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report

thereof to the CSRC within 3 business days after the occurrence and public disclosure of the event:

domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s), share swap,

transfer of shares or other means.

According to the Notice on Arrangements for Overseas Securities Offering and Listing by Domestic

Enterprises, published by the CSRC on February 17, 2023, a company that (i) has already completed overseas listing or (ii) has

already obtained the approval for the offering or listing from overseas securities regulators or exchanges but has not completed

such offering or listing before effective date of the new rules and also completes the offering or listing before September 30, 2023

are considered as an existing listed company and is not required to make any filing until it conducts a new offering in the future.

Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering and listed

its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within 3 business days after the

occurrence and public disclosure of the event:

(i) change of control;

(ii) investigations

or sanctions imposed by overseas securities regulatory agencies or other competent authorities;

(iii) change of listing status or transfer

of listing segment;

or (iv) voluntary or mandatory delisting.

The New Overseas Listing Rules stipulate the legal consequences to

the companies for breaches, including failure to fulfill filing obligations or filing documents having false statement or misleading information

or material omissions, which may result in a fine ranging from RMB1 million to RMB10 million, and in cases of severe violations, the relevant

responsible persons may also be barred from entering the securities market.

On February 24, 2023, the CSRC, the Ministry of Finance,

the National Administration of State Secretes Protection and the National Archives Administration released the Provisions on Strengthening

the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Companies, or the

Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023.

PRC domestic enterprises seeking to offer

securities and list in overseas markets, either directly or indirectly, shall establish and improve the system of confidentiality and

archives work, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their

overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of state organs

to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals.

further stipulates that (i) providing or publicly disclosing documents and materials which may adversely affect national security or public

interests, and accounting records or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory

agencies and other entities and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations;

and (ii) any working papers formed in the territory of the PRC by securities companies and securities service agencies that provide domestic

enterprises with securities services relating to overseas securities issuance and listing shall be stored in the territory of the PRC,

the outbound transfer of which shall be subject to corresponding procedures in accordance with relevant laws and regulations.

date of this report, these new laws and guidelines that became effective have not impacted the Company’s ability to conduct its

business, accept foreign investment or list on a U.S.

or other foreign stock exchange except for the filing requirement under 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.

In addition, new rules and regulations could be adopted and there are uncertainties in the interpretation and enforcement

of existing laws and guidelines, which could materially and adversely impact our business and financial outlook and may impact our ability

to accept foreign investments or continue to list on a U.S.

(ii) investigations or sanctions imposed by overseas

securities regulatory agencies or other competent authorities;

(iii) change of listing status or transfer of listing segment;

(iv) voluntary or mandatory delisting.

The New Overseas Listing Rules stipulate the legal consequences to the companies for

breaches, including failure to fulfill filing obligations or filing documents having false statement or misleading information or

material omissions, which may result in a fine ranging from RMB1 million to RMB10 million, and in cases of severe violations, the

relevant responsible persons may also be barred from entering the securities market.

On February 24, 2023, the CSRC, the

Ministry of Finance, the National Administration of State Secretes Protection and the National Archives Administration released the

Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing

by Domestic Companies, or the Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023.

domestic enterprises seeking to offer securities and list in overseas markets, either directly or indirectly, shall establish and

improve the system of confidentiality and archives work, and shall complete approval and filing procedures with competent

authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials

involving state secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas

regulatory agencies and other entities and individuals.

It further stipulates that (i) providing or publicly disclosing documents

and materials which may adversely affect national security or public interests, and accounting records or photocopies thereof to

relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals

shall be subject to corresponding procedures in accordance with relevant laws and regulations;

and (ii) any working papers formed in

the territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities

services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of

which shall be subject to corresponding procedures in accordance with relevant laws and regulations.

As of the date of this report,

these new laws and guidelines that became effective have not impacted the Company’s ability to conduct its business, accept

foreign investment or list on a U.S.

or other foreign stock exchange except for the filing requirement under New Overseas Listing

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.

In addition, new rules and regulations could be adopted and there are uncertainties in the interpretation

and enforcement of existing laws and guidelines, which could materially and adversely impact our business and financial outlook and

may impact our ability to accept foreign investments or continue to list on a U.S.

or other foreign stock exchange.

Any change in foreign investment regulations,

and other policies in China or related enforcement actions by China government could result in a material change in our operations and

the value of our securities and could significantly limit or completely hinder our ability to offer our securities to investors or cause

the value of our securities to significantly decline or be worthless.

In March 2022, FTFT UK

Limited received approval to operate as an Electronic Money Directive (“EMD”) Agent and has been registered as such with the

Financial Conduct Authority (FCA), a UK regulator.

This status grants FTFT UK Limited the ability to distribute or redeem e-money and

provide certain financial services on behalf of an e-money institution (registration number 903050).

On April 14, 2022, the

Company established Future Trading (Chengdu) Co., Ltd.

Its business is bulk commodities supply chain financing services and trading.

in foreign investment regulations, and other policies in China or related enforcement actions by China government could result in a

material change in our operations and the value of our securities and could significantly limit or completely hinder our ability to

offer our securities to investors or cause the value of our securities to significantly decline or be worthless.

On August 6, 2021, the

Company completed acquisition of 90% of the issued and outstanding shares of Nice Talent Asset Management Limited (“NTAM”),

a Hong Kong-based asset management company, from Joy Rich Enterprises Limited (“Joy Rich”).

NTAM is licensed under the Securities

and Futures Commission of Hong Kong (“SFC”) to carry out regulated activities in Type 4:

Advising on Securities and Type 9:

Asset Management.

In order to retain talent in view of the increased turnover in the industry in Hong Kong, top performers of NTAM who

had worked with the company for years were granted the right to subscribe for new shares of NTAM with cash.

As a result, in July 2023,

19 shares of NTAM were issued to Ms.

Lau Kwai Chun at a cash consideration of HK$1,786,301 and in December 2023, 11 shares of NTAM were

issued to Aspenwood Capital Partner Limited at a cash consideration of HK$1,034,174.

Due to the abovementioned 30 new shares issuance,

the Company’s holding of NTAM decreased from 90% to 77.14%.

In August 2024, NTAM issued additional 168 shares with HK$17,900 each

for a total of HK$3,007,200 by way of rights subscription offer to three existing shareholders of NTAM and Future Fintech (Hong Kong)

Limited did not participate in the subscription and an outsider investor purchased the shares.

After the right subscription, the shareholding

percentage of NTAM by Future Fintech (Hong Kong) Limited decreased from 77.14% to 42.86%.

In November 2024, the Company sold its

remaining 42.86% ownership of NTAM to a third party for HK$2.4 million and is no longer in asset management business in Hong Kong.

On April 18, 2022, the

8 unchanged sentences

Paraguay as planned.

On September 29, 2022,

FTFT UK Limited completed its acquisition of 100% of the issued and outstanding shares of Khyber Money Exchange Ltd., a company incorporated

in England and Wales, from Rahim Shah, a resident of United Kingdom for a total of Euros €685,000 (“Purchase Price”),

pursuant to a Share Purchase Agreement (the “Agreement”) dated September 1, 2021.

Khyber Money Exchange Ltd.

is a money transfer

company with a platform for transferring money through one of its agent locations or via its online portal, mobile platform or over the

Khyber Money Exchange Ltd.

is regulated by the UK Financial Conduct Authority (FCA) and the parties received approval by the FCA

before the formal closing of the transaction.

On October 11, 2022, the Company changed the name of Khyber Money Exchange Ltd.

Finance UK Limited.

On February 27, 2023,

11 unchanged sentences

The names of the two entities

were also changed to ‘FTFT International Securities and Futures Limited’ and ‘FTFT Information Services (Shenzhen) Co.

were subsequently changed to ‘FTFT International Securities and Futures Limited’ and ‘FTFT Information Services (Shenzhen)

Ltd.’, respectively.

On September 4, 2024,

the Company deregistered and dissolved the Tianjin Future Private Equity Fund Management Partnership, a Limited Partnership under the

laws of China.

On December 6, 2024,

the Company and FTFT SuperComputing Inc.

a wholly owned subsidiary of the Company (“FTFT SuperComputing”) entered into a Stock

Purchase Agreement (the “Agreement”) with DDMM Capital LLC (the “Buyer”).

Pursuant to the terms of the Agreement,

the Company sold all of the issued and outstanding shares of FTFT SuperComputing to the Buyer for a purchase price that equals to:

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.

closing of the transactions contemplated by the Agreement took place on December 9, 2024.

On December 18, 2024,

the Company sold all of its interest and ownership of Future Fintech Digital Capital Management LLC, FTFT UK Limited, DigiPay FinTech

Limited, GlobalKey SharedMall Limited, Future Fintech Labs Inc., and Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev,

the general counsel of FT Global for $25,000 through the court ordered auction by the United States Marshal for the Southern District

On January 26, 2023,

5 unchanged sentences

(the “2023 Reverse Stock Split”).

The common stock continues to be $0.001 par value.

The Company rounded up to the next full share

of the Company’s shares of common stock any fractional shares that result from the Reverse Stock Split and no fractional shares

were issued in connection with the Reverse Stock Split and no cash or other consideration was paid in connection with any fractional shares

that would otherwise have resulted from the Reverse Stock Split.

No changes have been made to the number of preferred shares of the Company

which remain as 10,000,000 preferred shares as authorized but not issued.

The amendment to the Articles of Incorporation of the Company

took effect on February 1, 2023.

The Reverse Stock Split and Amendment were authorized and approved by the Board of Directors of the Company

without shareholders’ approval, pursuant to 607.10025 of the Florida Business Corporation Act of the State of Florida.

On March 27, 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”).

As a result of the Amendment,

the Company has authorized and approved a 1-for-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000

shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock

(“2025 Reverse Stock Split”, collectively with 2023 Reverse Stock Split as “Reverse Splits”).

The common stock

will continue to be $0.001 par value.

The Company rounded up the fractional shares that result from the 2025 Reverse Stock Split and no

fractional shares will be issued in connection with the 2025 Reverse Stock Split and no cash or other consideration will be paid in connection

with any fractional shares that would otherwise have resulted from the 2025 Reverse Stock Split.

No changes are being made to the number

of preferred shares of the Company which remain as 10,000,000 preferred shares as authorized but not issued.

The amendment to the Articles

of Incorporation of the Company took effect at 1:00pm E.T.

on April 1, 2025.

The Company operated

7 unchanged sentences

local authority on March 7, 2024.

The Company currently has eight directly controlled

subsidiaries:

DigiPay FinTech Limited (“DigiPay”), a company incorporated under the laws of the British Virgin Islands, Future

FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong, GlobalKey Shared Mall Limited, a company incorporated

under the laws of Cayman Islands (“GlobalKey Shared Mall”), FTFT UK Limited, a company incorporated under the laws of United

Kingdom, Future Fintech Digital Capital Management, LLC, a company incorporated under the laws of Connecticut, Future Fintech Digital

Number One GP, LLC, a company incorporated under the laws of Connecticut, Future FinTech Labs Inc., a company incorporated under the laws

of New York, and FTFT SuperComputing Inc.

a company incorporated under the laws of Ohio.

The Company currently has one directly controlled

Future FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong.

Supply Chain Financing Service and Trading

28 unchanged sentences

We recognize net revenue as agent

services for the sales of coals, aluminum ingots, sand and steel when no control obtained throughout the transactions.

the customers and suppliers that have good credit and reputation.

Asset Management Service, Brokerage and Investment

Banking Services in Hong Kong .

NTAM engages assets management and advisory services.

NTAM’s main revenue is generated from providing professional advice to customers and management fees for managing the investment

of the clients.

NTAM is licensed under the Securities and Futures Commission of Hong Kong (SFC) for carrying out regulated activities

in “Advising on Securities” and “Asset Management”.

NTAM offers diversified asset management portfolio for professional

Assets of NTAM’s clients are held in banks, where clients gave the banks their authorization allowing NTAM to place trading

instructions on behalf of the clients in order to manage the clients’ assets.

NTAM mainly engages in following asset management

services for its clients:

(1) Equity Investment

NTAM manages clients’ investment portfolio

in stocks of the companies listed on the international markets with strong liquidity.

At the same time, it selects companies that have

unique or differentiated businesses, realizing above average profit growth.

(2) Debt investment

When NTAM manages clients’ investment portfolio

in bonds that are denominated in major international currencies such as US dollar, euro and sterling, the issuer of debts shall have good

credit rating and asset liability ratio.

Through active management, NTAM focuses on bonds with higher yield to maturity among bonds with

the same maturity and credit rating.

(3) Precious metals and currencies investment

NTAM also manages clients’ investment portfolio

in major international currencies and precious metals, including US dollar, euro, British pound, Japanese yen, Australian dollar and offshore

Chinese yuan.

Precious metals include gold, platinum and silver.

With research on the fundamentals of market supply and demand to predict

the trend of commodity prices, NTAM endeavors to improve the rate of return for clients through dual currency investment, options and

structured products.

(4) Derivative Investment

NTAM also manages clients’ investment portfolio

in financial derivatives in different asset classes, such as options and structured products.

(5) External Asset Management Services (EAM)

This business takes customer demand as the service

purpose, cooperates with several private banks which provide asset custody services, and innovatively introduces the function of investment

bank to provide exclusive private solutions for our clients.

NTAM’s main revenue is generated from providing

professional advice to clients and management fees for managing the investment of the clients.

As of September 30, 2024, NTAM has

approximately US$367 million assets under its management.

services for the sales of coals, aluminum ingots, and steel when no control obtained throughout the transactions.

We select the customers

and suppliers that have good credit and reputation.

FTFT International Securities and Futures Limited,

3 unchanged sentences

Consulting” financial licenses issued by the Hong Kong Securities and Futures Commission.

Money Transfer Business

FTFT Finance UK Limited (“FTFT Finance”)

formerly known as Khyber Money Exchange Ltd.

was acquired by FTFT UK Limited in September 2022.

It is regulated by UK Financial Conduct

Authority (“FCA”) for its cross-border money transfer systems and service.

FTFT Finance was incorporated in 2009 and is a

pioneer in the UK for money remittance services.

FTFT Finance provides money transfer services through its platform to transfer money

around the world via one of its agent locations or its online portal, mobile platform, or over the phone.

FTFT Finance is headquartered

in the UK and it has a trade name of FTFT Pay.

FTFT Finance’s plan is to develop products and services across different regions

of the world.

FTFT Finance is a financial platform that enables

its customers to send their hard-earned money to their country of origin, or any other country of their liking, with ease and at a reasonable

cost, transparent exchange rate and without any hidden charges.

We believe our customers and their diverse backgrounds that have helped

FTFT Finance to become a credible and trustworthy money remittance business.

Remittance service is a highly saturated market

in the United Kingdom and there are many companies that offer remittance services.

FTFT Finance has an edge over companies like wise in

many different ways, for example, FTFT Finance offers competitive rates for its services and does not charge customer fees for remittance

to Pakistan as it receives its rebate from local banks.

This approach provides gives us an advantage over our competitors.

Impact of COVID-19 on our business

In December 2019, a novel strain of coronavirus

was reported and has spread throughout China and other parts of the world.

On March 11, 2020, the World Health Organization characterized

the outbreak as a “pandemic”.

In early 2020, Chinese government took emergency measures to combat the spread of the virus,

including quarantines, travel restrictions, and the temporary closure of office buildings and facilities in China.

In response to

the evolving dynamics related to the COVID-19 outbreak, the Company was following the guidelines of local authorities as it prioritizes

the health and safety of its employees, contractors, suppliers and business partners.

Our offices in China were closed and the employees

worked from home at the end of January 2020 until late March 2020.

The quarantines, travel restrictions, and the temporary closure of

office buildings materially negatively impacted our business.

Any new variant and outbreak of COVID-19 might disrupt our supply chain,

logistics providers, customers or our marketing activities , which could materially adversely impact our business and results of operations.

There were outbreaks in various cities and provinces in China due to Omicron variant, such as Xi’an city, Hong Kong, Shanghai, Beijing

and other cities in 2022, which have 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.

The Company’s promotion

strategy of CCM Shopping Mall previously mainly relied on the training of members and distributors through meetings and conferences.

government put a restriction on large gatherings in 2020 and 2021, which made the promotion strategy for our online e-commerce platforms

difficult to implement and the Company experienced difficulties to subscribe new members for its online e-commerce platforms.

2021, CCM generated minimal revenue and business for the Company.

The Company started a process to close it down in November 2023 and

completed deregistration and dissolution of the VIE with local authority on March 7, 2024.

While the potential economic impact brought by

new variants of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global

financial markets, reducing our ability to access capital, which could negatively affect our liquidity.

Further, as we do not have access

to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing in the future in the

event that we require additional capital.

In the event that we do need to raise capital in the future and there is any outbreak due to

new variants, outbreak-related instability in the securities markets could adversely affect our ability to raise additional capital.

Results of Operations

Comparison of Three Months ended September

Comparison of Three Months ended March 31,

2025 and 2024:

The following table presents our consolidated

revenues for the three months ended September 30, 2024 and 2023, respectively:

revenues for the three months ended March 31, 2025 and 2024, respectively:

Three months ended

September 30,

Asset management service

Supply Chain Financing/Trading

(19,562,368 )

$ (18,562,049 )

Revenue for the three months ended September 30,

2024 decreased to approximately $5.18 million from approximately $23.74 million for the same period of the last year.

The decrease in

revenue for the three months ended September 30, 2024 was primarily due to decrease revenue from supply chain financing/trading, as the

real estate, infrastructure and overall economy in China have slowed down in 2024.

The demand for sand and steel has dropped during three

months ended September 30, 2024 comparing to the same period of 2023, and coal price has decreased in China and the market demand has

also decreased during the third quarter 2024 as comparing to the same period of 2023.

Asset management service revenues increased $0.44

million from $3.27 million for the three months ended September 30, 2023 to $3.71 million for the same period of 2024, as the Company

hired more seasoned account managers to boost the services and the revenues.

Other revenues increased from $0.47 million for

the three months ended September 30, 2023 to $1.04 million for the same period of 2024, mainly due to the increased debt recovery consulting

service fee as well as U.S.

dollar bond service income of approximately $0.50 million, as we did not have such income in the third quarter

Gross Profit and Margin

The following table presents the consolidated

gross profit of each of our main products and services and the consolidated gross profit margin, which is gross profit as a percentage

of the related revenue, for the three months ended September 30, 2024 and 2023, respectively:

Three months ended September 30,

Asset Management Service

Supply Chain Financing/Trading

gross profit increased to $1.51 million for three months ended September 30, 2024 from $1.41 million for the same period of 2023.

increase is mainly due to the increase of gross profit from others business which is in line with the increase of revenues for such business

segment during the third quarter of 2024.

Overall gross margin as a percentage of revenue was 29.25% for the three months ended September

30, 2024, an increase of 22.42% from 5.95% for the same period of last fiscal year, mainly due to higher profit margin from supply chain

financing/trading business and other businesses for the three months ended September 30, 2024, comparing to the same period of 2023, which

was mainly due to higher supply chain financing/trading cost in 2023, and the

increased debt recovery consulting service fee as well as U.S.

dollar bond service income of approximately $0.50 million in third quarter

of 2024 as we did not have such income in the third quarter 2023.

Operating Expenses

The following table presents our consolidated

operating expenses and operating expenses as a percentage of revenue for the three months ended September 30, 2024 and 2023, respectively:

Third quarter of 2024

Third quarter of 2023

General and administrative

Research and Development expenses

Selling expenses

Impairment Loss

Bad debt provision

Total operating expenses

General and administrative expenses decreased

by $0.47 million, or 12.45%, to $3.32 million for the three months ended September 30, 2024, from $3.79 million for the same period of

last fiscal year.

The decrease in general and administrative expenses was mainly due to decreased professional service fees and rental

Selling expenses increased by $0.01 million during

the three months ended September 30, 2024, compared to the same period of last fiscal year.

Bad debt provision increased by $3.37 million

during the three months ended September 30, 2024, compared to the same period of last fiscal year.

The increase was due to bad debt recovery

recognized in previous years and a different bad debt provision accounting treatment method used in 2024.

The Company recorded $655 of research and development

Research and development expenses include salaries, contracted services, as well as the related expenses of our research and

product development team, and expenditures relating to our efforts to develop, design new products and services, and enhance our existing

products and services to our clients.

Research and development expenses decreased by $0.02 million during the three months ended September

30, 2024, compared to the same period of last fiscal year.

The decrease in research and development expenses was mainly due to decreased

Other Income (Expense), Net

Other expenses, net increased by $0.23 million

to $0.38 million for the three months ended September 30, 2024 from $0.15 million in the same period of the last fiscal year, primarily

due to change of foreign currency exchange rate and impact of exchange gains and losses.

Tax provision decreased by $10,735 for the three

months ended September 30, 2024, primarily due to decreased revenue.

Non-controlling Interests

Nature Worldwide Resources Ltd.

holds 40% interest

in DCON DigiPay Limited (“DCON Digipay”).

Each of Bin Wu and Lixiong Huang holds 25% and 20% interest in FTFT Capital Investments

L.L.C., respectively.

Aspenwood Capital Partner Limited holds 9.52%, Lau kwai Chun holds 9.05%, Cheung Hiu Tung holds 1.9% and Choi Tsz

Leung holds 2.38% of equity interest of NATM.

Yaohua Dai holds 20% equity interest of Future Fintech Digital Capital.

Net loss from continue operation

Net loss from continue operation increased by

$2.54 million from $2.39 million for the three months ended September 30, 2023 to $4.93 million for the same period of 2024 mainly due

to the increase in operating expenses, as discussed above.

Comparison of Nine Months ended September

30, 2024 and 2023:

The following table presents our consolidated

revenues for the nine months ended September 30, 2024 and 2023, respectively:

Nine months ended

September 30,

Asset management service

Supply Chain Financing/Trading

(19,536,723 )

$ (16,321,894 )

Revenue for the nine months ended September 30,

2024 decreased to approximately $14.5 million from approximately $30.82 million for the same period of the last year.

The decrease in

revenue for the nine months ended September 30, 2024 was primarily due to decrease revenue from supply chain financing/trading, as the

real estate, infrastructure and overall economy in China have slowed down in 2024.

The demand for sand and steel has dropped during nine

months ended September 30, 2024 comparing to the same period of 2023, and coal price has decreased in China and the market demand has

also decreased during three quarters in 2024 as comparing to the same period of 2023.

Asset management service increased $2.18 million

from $9.69 million for the nine months ended September 30, 2023 to $11.88 million for the same period of 2024.

It was due to the Company

hired more seasoned account managers to boost the services and the revenues.

Other revenues increased from $0.66 million for

the nine months ended September 30, 2023 to $1.69 million for the same period of 2024, mainly due to the increased debt recovery consulting

The decrease in revenue for the three months ended

March 31, 2025 was primarily due to less revenue from others, mainly due to the decreased debt recovery consulting service fee as well

dollar bond service income of approximately $0.16 million.

Supply chain financing/trading increased $36,028

from $0.44 million for the three months ended March 31, 2024 to $0.48 million for the same period of 2025.

It was due to the Company sold

more bulk goods with ownership than as an agent which counted the total sales as our revenue instead of agent fees.

Other revenues decreased from $0.24 million for

the three months ended March 31, 2024 to $0.08 million for the same period of 2025, mainly due to the decreased debt recovery consulting

service fee as well as U.S.

dollar bond service income of approximately $0.60 million and cryptocurrency mining service income of $0.65

million, as we did not have such income in 2023.

dollar bond service income of approximately $0.16 million.

Gross Profit and Margin

1 unchanged sentence

gross profit of each of our main products and services and the consolidated gross profit margin, which is gross profit as a percentage

of the related revenues, for the nine months ended September 30, 2024 and 2023, respectively:

Nine months ended September 30,

Asset management service

of the related revenues, for the three months ended March 31, 2025 and 2024, respectively:

Three months ended March 31,

Supply Chain Financing/Trading

gross profit increased to $5.06 million for nine months ended September 30, 2024 from $3.86 million for the same period of 2023.

increase is mainly due to others including debt recovery consulting service fee as well as U.S.

dollar bond service income of approximately

$0.60 million and cryptocurrency mining service income of $0.65 million, as we did not have such income in 2023.

Overall gross margin

as a percentage of revenue was 34.89% for the nine months ended September 30, 2024, an increase of 22.38% from 12.51% for the same period

of last fiscal year, mainly due to higher profit margin from supply chain financing/trading business for the nine months ended September

30, 2024, comparing to the same period of 2023, which was mainly due to higher supply chain financing/trading cost in 2023.

Overall gross profit decreased to $0.08 million for three months ended

March 31, 2025 from $0.28 million for the same period of 2024.

The decrease is mainly due to the decrease of gross profits from others

which is in line with the decrease of revenues during the first quarter of 2025.

Overall gross margin as a percentage of revenue was 14.22%

for the three months ended March 31, 2025, a decrease of 26.29% from 40.50% for the same period of last fiscal year, mainly due to decrease

in profit margin for debt recovery consulting service fee as well as U.S.

dollar bond service.

Operating Expenses

The following table presents our consolidated

operating expenses and operating expenses as a percentage of revenue for the nine months ended September 30, 2024 and 2023, respectively:

Nine months ended

September 30, 2024

Nine months ended

September 30, 2023

operating expenses and operating expenses as a percentage of revenue for the three months ended March 31, 2025 and 2024, respectively:

First quarter of 2025

First quarter of 2024

General and administrative

Research and Development expenses

Stock compensation expense

Selling expenses

Impairment Loss

Bad debt provision

1 unchanged sentence

General and administrative expenses increased

by $0.54 million, or 5.62%, to $10.13 million for the nine months ended September 30, 2024 from $9.59 million for the same period of last

The increase in general and administrative expenses was mainly due to increased professional service fees for lawyers for

litigation with FT Global and internal control training fees.

expenses increased by $0.18 million during the nine months ended September 30, 2024, compared to the same period of last fiscal year.

The increase in selling expenses was mainly due to increased employees’ salaries.

by $0.39 million, or 32.63%, to $1.58 million for the three months ended March 31, 2025 from $1.19 million for the same period of last

The increase in general and administrative expenses was mainly due to increased consulting fee during the three months ended

March 31, 2025.

Stock compensation expense was $1.09 million for the three months ended

March 31, 2025.

On March 10, 2025, the Compensation Committee of the Board of Directors of the Company granted 500,000 shares of common

stock of the Company (“Shares”), par value $0.001, pursuant to the Company’s 2024 Omnibus Equity Plan, to certain officers

and employees of the Company and its subsidiaries.

As the closing price of the Company stock was $2.17 on March 10, 2025, the Company

recorded an expense of $1.09 million in the third quarter of fiscal year 2024.

As of the date of this report, the Shares have been issued

to the Grantees.

The stock price and share numbers have been adjusted based on the one for ten reverse split effected on April 1,

Selling expenses decreased by $0.08 million during

the three months ended March 31, 2025, compared to the same period of last fiscal year.

The decrease in selling expenses was mainly due

to decreased employee bonuses.

Bad debt provision increased by $27.65 million

during the nine months ended September 30, 2024, compared to the same period of last fiscal year.

The increase was due to bad debt recovery

recognized in previous years and a different bad debt provision accounting treatment method used in 2024.

The Company recorded $3,029 of research and development

expenses during nine months ended September 30, 2024.

Research and development expenses include salaries, contracted services, as well

as the related expenses of our research and product development team, and expenditures relating to our efforts to develop, design new

products and services, and enhance our existing products and services to our clients.

Research and development expenses decreased by $0.34

million during the nine months ended September 30, 2024, compared to the same period of last fiscal year.

The decrease in research and

development expenses was mainly due to decreased salaries.

during the three months ended March 31, 2025, compared to the same period of last fiscal year.

The increase was due to provision for bad

debts on related party receivables in connection with the disposal of a subsidiary in 2025.

Other Income (Expense), Net

expenses, net increased by $0.43 million to $1.15 million for the nine months ended September 30, 2024 from $0.71 million in the same

period of the last fiscal year, primarily due to primarily due to civil penalty payments for the settlement with the Securities and Exchange

Commission, and change of foreign currency exchange rate and impact of exchange gains and losses.

Tax provision decreased by $0.07 million for the

nine months ended September 30, 2024, primarily due to decreased revenue.

Non-controlling Interests

Nature Worldwide Resources Ltd.

holds 40% interest

in DCON DigiPay Limited (“DCON Digipay”).

Each of Bin Wu and Lixiong Huang holds 25% and 20% interest in FTFT Capital Investments

L.L.C., respectively.

Aspenwood Capital Partner Limited holds 9.52%, Lau kwai Chun holds 9.05%, Cheung Hiu Tung holds 1.9% and Choi Tsz

Leung holds 2.38% of equity interest of NATM.

Yaohua Dai holds 20% equity interest of Future Fintech Digital Capital.

Other expenses, net, decreased by $1.64 million to positive $0.20 million

for the three months ended March 31, 2025 from $1.44 million in the same period of the last fiscal year, primarily due to higher legal

fees of litigation with FT Global in the same period of 2024.

Tax provision was nil for the three months ended

March 31, 2025, primarily due to decreased revenue.

Net loss from continue operation

Net loss from continue operation increased by

$4.63 million from $6.07 million for the nine months ended September 30, 2023 to $10.70 million for the same period of 2024 mainly due

to the increase in operating expenses, as discussed above.

Net loss from continue operation increased by $27.60 million from $3.34

million for the three months ended March 31, 2024 to $30.95 million for the same period of 2025 mainly due to the increase in operating

expenses, as discussed above.

Gain on disposal of discontinued operations

Gain on disposal of discontinued operation was

$0.64 million for the nine months ended September 30, 2024, which was related to the dissolution and deregistration of Chain Cloud Mall

Network and Technology (Tianjin) Co., Limited and Tianjin Future Private Equity Fund Management Partnership (Ltd Partnership).

Gain on disposal of discontinued operation was $28.24 million for the

three months ended March 31, 2025, which was related to the transfer of FTFT UK LIMITED, FTFT Finance UK Limited, Future Fintech Digital

Number One US, LP, Future Fintech Digital Number One Offshore, LLC(Cayman), Future Fintech Digital Number One GP,LLC (USA), FTFT Digital

Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech Limited,

DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd.

Loss per Share

Basic and diluted loss per share from continuing

operations were $0.53 and $0.53 for the nine months ended September 30, 2024, respectively, as compared to a loss of $0.40 and $0.40 for

the same periods of 2023, respectively.

Basic and diluted income per share attributable to discontinued operations was $0.03 and $0.03

for the nine months ended September 30, 2024, respectively.

Basic and diluted loss per share attributable to discontinued operations was

$0.01 and $0.01 for the nine months ended September 30, 2023, respectively.

Basic and diluted loss per share from continuing operations were $(12.65)

and $10.78 for the three months ended March 31, 2025, respectively, as compared to a loss of $(1.68) and $0.01 for the same periods of

2024, respectively.

Basic and diluted income per share attributable to discontinued operations was $(12.65) and $10.76 for the three months

ended March 31, 2025, respectively.

Basic and diluted earnings per share attributable to discontinued operations was $(1.68) and $0.01

for the three months ended March 31, 2024, respectively.

Liquidity and Capital Resources

As of September 30, 2024, we had cash and restricted

As of March 31, 2025, we had cash and restricted

cash of $4.44 million, as compared to $4.77 million as of December 31, 2024.

The decrease in cash, cash equivalents and restricted cash

was mainly due to increased other current asset from the nine months ended September 30, 2024.

Our working capital has historically been generated

from our operating cash flows, advances from our customers and loans from bank facilities.

Our working capital was $28.29 million as of

September 30, 2024, a decrease of $10.85 million from working capital of $39.14 million as of September 30, 2023, mainly due to the decrease

in current assets and an increase in current liabilities.

Our working capital has historically been generated from our operating

cash flows, advances from our customers and loans from bank facilities.

Our working capital was $6.50 million as of March 31, 2025, a

decrease of $1.10 million from working capital of $7.60 million as of December 31, 2024, mainly due to the decrease in current assets

and an increase in current liabilities.

Net cash used in operating activities increased

by $6.10 million to $13.52 million for the nine months ended September 30, 2024 from $7.43 million for the same period of the last fiscal

The increase in net cash used by operating activities was primarily due to increase in advances to suppliers and other current assets.

Net cash used in investing activities increased

$14.94 million to $1.18 million for the nine months ended September 30, 2024 from positive $13.76 million for the same period of the last

It was due to decrease in repayment for loan receivable.

Net cash provided in financing activities for

the nine months ended September 30, 2024 was $1.32 million representing an increase of $4.23 million, as compared to cash used in financing

activities of $2.91 million during the nine months ended September 30, 2023.

The increase in cash provided by financing activities was

mainly due to proceeds from the issuance of common stock from a private placement, net of issuance costs.

Off-balance sheet arrangements

As of September 30, 2024, we did not have any

by $21.45 million to $28.84 million for the three months ended March 31, 2025 from $7.39 million for the same period of the last fiscal

The decrease in net cash used by operating activities was primarily due to decrease in other receivable.

Net cash provided by investing activities decreased

$0.65 million to $0.16 million for the three months ended March 31, 2025 from $0.80 million for the same period of the last fiscal year.

It was due to decrease in payment for short term investment.

Net cash provided by financing activities for

the three months ended March 31, 2025 was $6,093 representing an increase of $2.47 million, as compared to cash used in financing activities

of $2.47 million during the three months ended March 31, 2024.

The increase in cash provided by financing activities was mainly due to

proceeds from the issuance of common stock from a private placement, net of issuance costs in first quarter 2024.

Off-balance sheet arrangements

As of March 31, 2025, we did not have any off-balance

sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

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-Q

Item 2. Management’s Discussion and Analysis