What changed in this filing

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Item 1. Legal Proceedings

2025-05-20 compared with 2024-11-19 · 92 added, 91 removed, 19 unchanged (91% of the section changed)

16 unchanged sentences

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.

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

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.

On April 12, 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 24, 2021.

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.

2022, FT Global propounded discovery requests upon the Company, including requests for production of documents and requests for

On April 1, 2022, FT Global served its response to the Company’s requests for production of documents.

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 Company.

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

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.

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.

On October 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 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 fees.

The Company filed a post-trial motion challenging the judgment on May 9, 2024, which

remains pending before the Court.

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, if necessary.

FT Global has registered the

judgment in the 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 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.

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.

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.

On April 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 fees.

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.

The Company will seek

to have the judgment overturned on appeal.

The Company’s opening brief in the appeal is due on June 11, 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.

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

Marshal for auction or sale until the judgment is satisfied.

Company will continue to vigorously defend the action against FT Global, including by appealing the order of the NY Court to the

United States Court of Appeals for the Second Circuit.

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 (“U.S.

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

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 stock split effected

by the Company on April 1, 2025) unissued shares of the Company’s common stock for sale to satisfy the judgement.

30, 2025, the Company received order from the NY Court to turn over its unissued shares to U.S.

Marshal for auction.

The transfer agent

of the Company has issued 1,951,443 shares of common stock in the name of the United States Marshals Service.

The Company will continue

to vigorously defend the action against FT Global and has filed notice of appeal to appeal the order of the NY Court to the United States

Court of Appeals for the Second Circuit.

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.

Not applicable.

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 1. Legal Proceedings