What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-18 compared with 2025-04-15 · 565 added, 521 removed, 504 unchanged (68% of the section changed)

3 unchanged sentences

The following risk factors describe the most significant events, facts or circumstances that could

have a material adverse effect upon our business, financial condition, results of operations, ability to implement our business plan and

the market price for our securities.

Additional risks and uncertainties that presently are not considered material or are not known to

us, and therefore are not mentioned herein, may impair our business operations.

have a material adverse effect upon our business, financial condition, results of operations, ability to implement our business plan

and the market price for our securities.

Additional risks and uncertainties that presently are not considered material or are not known

to us, and therefore are not mentioned herein, may impair our business operations.

Many of these events are outside of our control.

If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected.

any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected.

In such case, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment.

5 unchanged sentences

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

(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.

1 unchanged sentence

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;

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.

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 (“U.S.

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;

(iii) the corporate seal of DigiPay FinTech

(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

such as the COVID-19 pandemic may negatively affect our operations and financial results.

In recent years, there have been outbreaks of

epidemics in various countries.

At the end of 2019, there was an outbreak of a novel strain of coronavirus (COVID-19), which has been

spread rapidly to many parts of the world, including China, Hong Kong, UK and the U.S.

In March 2020, the World Health Organization declared

COVID-19 a pandemic.

The COVID-19 pandemic resulted in, among other things, quarantines, travel restrictions, and the temporary closure

of office buildings and facilities in China, Hong Kong, UK and in the U.S.

A large part of our revenues are generated in

China and Hong Kong.

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

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

could result in significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect

our liquidity.

In addition, a recession or market correction resulting pandemic could materially negatively affect our business and the

value of our common stock.

In general, our business could be adversely affected

by the epidemics, including, but not limited to, COVID-19, avian influenza, severe acute respiratory syndrome (SARS), the influenza A

virus, the Ebola virus, or other outbreaks.

In response to an epidemic or other outbreaks, governments and other organizations may adopt

regulations and policies that could lead to severe disruption to our daily operations, including temporary closure of our offices and

other facilities.

These severe conditions may cause us and/or our partners to make internal adjustments, including but not limited to,

temporarily closing down business, limiting business hours, and setting restrictions on travel and/or visits with clients and partners

for a prolonged period of time.

Various impacts arising from severe conditions may cause business disruption, resulting in material, adverse

effects to our financial condition and results of operations.

(iv) all of the outstanding shares of Future Fintech Labs Inc.;

(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

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.

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.

17, 2025, the Company entered into a settlement and forbearance agreement with FT Global, pursuant to which the company is required to

pay FT Global an aggregate amount of $4.0 million over an 18-month period.

For the fiscal year ended December 31, 2024 and 2025, the Company

paid $1.97 million and $1.85 million, respectively, towards accrued expenses and other payables.

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.

Economic conditions have had and may continue

15 unchanged sentences

chain financing workflows and optimize payment cycles, which is an emerging and relatively new business model in China.

In addition, we

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

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

in China’s supply chain financing service industry.

27 unchanged sentences

acquisitions or consolidations within the industries where we operate that result in emergence of stronger competitors.

Existing and new

competitors may leverage their established platforms or market positions, or introduce innovative business models, to launch products

new competitors may leverage their established platforms or market positions, or introduce innovative business models, to launch products

or services that may attract a large customer base and achieve rapid growth, which may materially and adversely affect our business and

6 unchanged sentences

affect our business, financial condition and results of operations.

Our supply chain finance

business faces various risk in its operation, including (i) risk of failure to collect our receivables in time after the delivery of commodities;

(ii) risk of unable to supply/deliver the commodity according to the contract requirements such as issues of quality and/or quantity of

If we fail to control such risk and strictly implement our new supplier and client evaluation standards as well as the background

investigation for our risk control, we might not receive payment for the goods delivered or lose control of the title of the goods or

breach contracts to supply goods according to their terms, which will materially and adversely affect our business, financial condition

and results of operations.

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

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 business

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

The financial services

industry, including the brokerage and investment banking services industry in Hong Kong, is intensely competitive, highly fragmented,

and subject to rapid change, and we expect it to remain so.

We compete mostly in Hong Kong, and on the basis of a number of factors, including

the ability to adapt to evolving financial needs of a broad spectrum of clients, our ability to identify market demands and business opportunities

to win client mandates, the quality of our advice, our employees and deal execution, the range and price of our products and services,

our innovation, our reputation, and the strength of our relationships.

We expect to continue to invest capital and resources in our businesses

in order to grow and develop them to a size where they are able to compete effectively in their markets, have economies of scale, and

are themselves able to produce or consolidate significant revenues and profit.

We cannot assure you that the planned and anticipated growth

of our brokerage and investment banking business will be achieved or in what timescale.

There may be difficulties securing financing for

investment for growth and in recruiting and retaining the skilled human resources required to compete effectively.

If we fail to compete

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

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

react promptly to the evolving demand of our clients and be able to provide innovative financial solutions tailored to their needs.

may not be able to compete effectively with our competitors at all times and always be able to provide appropriate financial solutions

that promptly and accurately address our clients’ needs.

If this were to happen, our ability to attract new or retain existing clients

will suffer, which would materially and adversely affect our revenues and earnings.

We primarily compete

with other providers of financial services to Asian investors.

We may face pricing pressure as some of our competitors may seek to obtain

higher market share by reducing fees and commissions.

Some of our competitors include large global financial institutions or state-owned

PRC financial institutions operating or headquartered in Hong Kong, many of which have longer operating histories, far broader financial

and other resources, and significantly greater name recognition than us and have the ability to offer a wider range of products, which

may enhance their competitive position.

They also regularly support services we do not provide, such as commercial lending, margin lending

and other financial services and products, which puts us at a competitive disadvantage and could result in pricing pressures or lost opportunities,

which in turn could materially and adversely affect our results of operations.

In addition, we may be at a competitive disadvantage with

regard to some of our competitors that have larger customer bases and greater human resources.

Our supply chain finance business faces various

risk in its operation, including (i) risk of failure to collect our receivables in time after the delivery of commodities;

of unable to supply/deliver the commodity according to the contract requirements such as issues of quality and/or quantity of goods.

If we fail to control such risk and strictly implement our new supplier and client evaluation standards as well as the background investigation

for our risk control, we might not receive payment for the goods delivered or lose control of the title of the goods or breach contracts

to supply goods according to their terms, which will materially and adversely affect our business, financial condition and results of

Also, if the market for commodities fluctuates sharply, our downstream customers might default on their purchase 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 business and our results of operations

and financial condition may be materially and adversely affected.

The financial services industry, including the

brokerage and investment banking services industry in Hong Kong, is intensely competitive, highly fragmented, and subject to rapid change,

and we expect it to remain so.

We compete mostly in Hong Kong, and on the basis of a number of factors, including the ability to adapt

to evolving financial needs of a broad spectrum of clients, our ability to identify market demands and business opportunities to win

client mandates, the quality of our advice, our employees and deal execution, the range and price of our products and services, our innovation,

our reputation, and the strength of our relationships.

We expect to continue to invest capital and resources in our businesses in order

to grow and develop them to a size where they are able to compete effectively in their markets, have economies of scale, and are themselves

able to produce or consolidate significant revenues and profit.

We cannot assure you that the planned and anticipated growth of our brokerage

and investment banking business will be achieved or in what timescale.

There may be difficulties securing financing for investment for

growth and in recruiting and retaining the skilled human resources required to compete effectively.

If we fail to compete effectively

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

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 react promptly to the

evolving demand of our clients and be able to provide innovative financial solutions tailored to their needs.

We may not be able to compete

effectively with our competitors at all times and always be able to provide appropriate financial solutions that promptly and accurately

address our clients’ needs.

If this were to happen, our ability to attract new or retain existing clients will suffer, which would

materially and adversely affect our revenues and earnings.

We primarily compete with other providers of

financial services to Asian investors.

We may face pricing pressure as some of our competitors may seek to obtain higher market share

by reducing fees and commissions.

Some of our competitors include large global financial institutions or state-owned PRC financial institutions

operating or headquartered in Hong Kong, many of which have longer operating histories, far broader financial and other resources, and

significantly greater name recognition than us and have the ability to offer a wider range of products, which may enhance their competitive

They also regularly support services we do not provide, such as commercial lending, margin lending and other financial services

and products, which puts us at a competitive disadvantage and could result in pricing pressures or lost opportunities, which in turn

could materially and adversely affect our results of operations.

In addition, we may be at a competitive disadvantage with regard to

some of our competitors that have larger customer bases and greater human resources.

Our listing readiness and preparatory consulting

services business is in an early stage and is subject to regulatory interpretation and execution risks, and our ability to develop this

business may be affected by regulatory developments and market conditions.

We have recently expanded into listing readiness

and preparatory consulting services, which are conducted primarily through our Hong Kong subsidiary, Future FinTech (Hong Kong) Limited,

a company incorporated in Hong Kong.

In certain limited circumstances, these services may also involve our PRC subsidiary, Future Information

Service (Shenzhen) Co., Ltd., a company organized under the laws of the People’s Republic of China.

All activities relating to this

business have been conducted outside of the United States and are expected to continue to be conducted outside of the United States.

services consist of corporate consulting support to private companies that are evaluating or preparing for a potential public listing,

including assistance with internal control readiness, financial reporting preparation, corporate governance structuring, coordination

with auditors and legal counsel, general preparatory matters relating to listing readiness, and assistance in completing the proposed

offering and listing.

Neither we, nor our subsidiaries, Future FinTech (Hong Kong) Limited and Future Information Service (Shenzhen) Co.,

Ltd., engage in underwriting, securities brokerage, placement agent services, or investor solicitation activities in the United States

or in any other jurisdiction where we do not hold the required license or registration.

Any securities offerings undertaken by our clients

are conducted by licensed underwriters, broker-dealers, or other appropriately registered financial institutions retained directly by

such clients.

Although we believe our activities are structured

as consulting services and are conducted in a manner intended to avoid requiring securities brokerage or similar licenses, the application

of securities laws and related regulations in various jurisdictions may involve fact-specific determinations and regulatory interpretation.

If regulatory authorities were to determine that additional licensing, registration, or approvals are required in connection with our

activities, we could be required to modify our business model, obtain additional approvals, incur increased compliance costs, or suspend

certain services.

In addition, this business line is in an early

stage of development.

As of the date of this report, Future FinTech (Hong Kong) Limited and Future Information Service (Shenzhen) Co.,

have entered into consulting agreements with a limited number of clients.

For the fiscal year ended December 31, 2025, the company recognized revenue of $135,605.61.

did not recognize any revenue from these services.

Client projects remain in preliminary stages, and there can be no assurance that such

engagements will progress to completed public listings or generate significant revenue in future periods.

Our ability to develop this

business will depend on market conditions, client readiness, regulatory developments, and our ability to execute our consulting engagements

We may engage in future acquisitions involving

16 unchanged sentences

unauthorized use of our intellectual property, which could harm our business and competitive position.

Our success depends, in part, on our ability to

protect our proprietary technologies.

The process of seeking intellectual property protection can be lengthy and expensive and we cannot

guarantee that our existing or future intellectual property rights will be fully protected or bring us the commercial advantages.

cannot guarantee that our current or potential competitors do not have, and will not obtain, intellectual property rights that will prevent,

limit or interfere with our ability to use our technology or sell our products and services in the PRC or other countries.

Our success depends, in part, on our ability

to protect our proprietary technologies.

The process of seeking intellectual property protection can be lengthy and expensive and we

cannot guarantee that our existing or future intellectual property rights will be fully protected or bring us the commercial advantages.

We also cannot guarantee that our current or potential competitors do not have, and will not obtain, intellectual property rights that

will prevent, limit or interfere with our ability to use our technology or sell our products and services in the PRC or other countries.

The implementation and enforcement of PRC intellectual

2 unchanged sentences

in the PRC are not as effective as those in the United States and other countries.

We may need to resort to litigation to enforce or defend

our rights or to determine the enforceability, scope and validity of our proprietary rights or those of others.

Such litigation will require

significant expenditures of cash and management efforts and could harm our business, financial condition and results of operations.

adverse determination in any such litigation will impair our intellectual property rights and may harm our business, competitive position,

business prospects and reputation.

We may need to resort to litigation to enforce or

defend our rights or to determine the enforceability, scope and validity of our proprietary rights or those of others.

Such litigation

will require significant expenditures of cash and management efforts and could harm our business, financial condition and results of

An adverse determination in any such litigation will impair our intellectual property rights and may harm our business, competitive

position, business prospects and reputation.

Intellectual property infringement claims

may adversely impact our results of operations.

As we develop and introduce new products and services,

we may be increasingly subject to claims of infringement of another party’s intellectual property.

If a claim for infringement is

brought against us, such claim may require us to modify our products or services, cease selling certain products or engage in litigation

As we develop and introduce new products and

services, we may be increasingly subject to claims of infringement of another party’s intellectual property.

If a claim for infringement

is brought against us, such claim may require us to modify our products or services, cease selling certain products or engage in litigation

to determine the validity and scope of such claims.

4 unchanged sentences

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.

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.

Capacity 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

12 unchanged sentences

The occurrence of any of the foregoing risks could harm our business.

We are subject to cyber security risks and

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

We are subject to cyber security risks

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

Our supply chain financing, assets management

18 unchanged sentences

costs to deploy additional personnel and protection technologies, train employees, and engage third party experts and consultants.

who is able to circumvent our security measures might be able to misappropriate our or our customers’ proprietary information, cause

interruption in our operations, damage our computers or those of our customers, or otherwise damage our reputation and business.

Any compromise

of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to

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

person who is able to circumvent our security measures might be able to misappropriate our or our customers’ proprietary information,

cause interruption in our operations, damage our computers or those of our customers, or otherwise damage our reputation and business.

Any compromise of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure,

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

As a public company, we are obligated to

9 unchanged sentences

practices that meet investors’ expectations in the United States.

Rules adopted by the SEC, or the Commission, pursuant

to Sarbanes-Oxley Section 404 require annual assessment of our internal controls over financial reporting.

The standards that must

be met for management to assess the internal controls over financial reporting as effective are relatively new and complex, and they require

significant documentation, testing and possible remediation to meet the detailed standards.

This assessment will need to include disclosure

of any material weaknesses identified by our management in our internal control over financial reporting.

During the evaluation and testing

process, if we identify one or more material weaknesses in our internal control over financial reporting as we have done previously and

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

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

future operations and, if it is not available when needed, we may need to reduce our planned development and marketing efforts, which

Rules adopted by the SEC, or the Commission,

pursuant to Sarbanes-Oxley Section 404 require annual assessment of our internal controls over financial reporting.

The standards that

must be met for management to assess the internal controls over financial reporting as effective are relatively new and complex, and

they require significant documentation, testing and possible remediation to meet the detailed standards.

This assessment will need to

include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting as we

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

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 future operations and, if it is not available when needed, we may need to reduce our planned development and marketing efforts, which

may reduce our sales revenue.

We believe that our existing working capital and

cash available from operations will enable us to meet our working capital requirements for at least the next twelve months.

cash from future operations is insufficient, or if cash is used for acquisitions or other currently unanticipated uses, we may need additional

The development and marketing of new products and services and the expansion of our business and associated support personnel

require a significant commitment of resources.

In addition, if the markets for our products and services develop more slowly than anticipated,

or if we fail to establish significant market share and achieve sufficient net revenues, we may continue to consume significant amounts

We believe that our existing working capital

and cash available from operations will enable us to meet our working capital requirements for at least the next twelve months.

if cash from future operations is insufficient, or if cash is used for acquisitions or other currently unanticipated uses, we may need

additional capital.

The development and marketing of new products and services and the expansion of our business and associated support

personnel require a significant commitment of resources.

In addition, if the markets for our products and services develop more slowly

than anticipated, or if we fail to establish significant market share and achieve sufficient net revenues, we may continue to consume

significant amounts of capital.

As a result, we could be required to raise additional capital.

To the extent that we raise additional capital through the

sale of equity or convertible debt securities or other methods, the issuance of such securities could result in dilution of the shares

held by existing shareholders.

If additional funds are raised through the issuance of debt securities, such securities may provide the

holders certain rights, preferences, and privileges senior to those of common shareholders, and the terms of such debt could impose restrictions

on our operations.

We cannot guarantee that additional capital, if required, will be available on acceptable terms, or at all.

unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned business development

and marketing efforts, which could harm our business, financial condition and operating results.

To the extent that we raise additional

capital through the sale of equity or convertible debt securities or other methods, the issuance of such securities could result in dilution

of the shares held by existing shareholders.

If additional funds are raised through the issuance of debt securities, such securities

may provide the holders certain rights, preferences, and privileges senior to those of common shareholders, and the terms of such debt

could impose restrictions on our operations.

We cannot guarantee that additional capital, if required, will be available on acceptable

terms, or at all.

If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our

planned business development and marketing efforts, which could harm our business, financial condition and operating results.

If our costs and demands upon management

1 unchanged sentence

public companies, our operating results could be harmed.

As a public company, we do and will continue to

incur significant legal, accounting, investor relations and other expenses, including costs associated with public company reporting requirements.

We also have incurred and will incur costs associated with current corporate governance requirements, including requirements under Section

404 and other provisions of Sarbanes-Oxley, as well as rules implemented by the SEC and the stock exchange on which our common stock

The expenses incurred by public companies for reporting and corporate governance purposes have increased dramatically over

the past several years.

These rules and regulations have increased our legal and financial compliance costs substantially and make some

activities more time consuming and costly.

If our costs and demands upon management increase disproportionately to the growth of our business

and revenue, our operating results could be harmed.

As a public company, we do and will continue

to incur significant legal, accounting, investor relations and other expenses, including costs associated with public company reporting

requirements.

We also have incurred and will incur costs associated with current corporate governance requirements, including requirements

under Section 404 and other provisions of Sarbanes-Oxley, as well as rules implemented by the SEC and the stock exchange on which our

common stock is traded.

The expenses incurred by public companies for reporting and corporate governance purposes have increased dramatically

over the past several years.

These rules and regulations have increased our legal and financial compliance costs substantially and make

some activities more time consuming and costly.

If our costs and demands upon management increase disproportionately to the growth of

our business and revenue, our operating results could be harmed.

There are inherent uncertainties involved

7 unchanged sentences

affect reported amounts of assets (including intangible assets), liabilities and related reserves, revenue, expenses and income.

judgments and assumptions are inherently subject to change in the future, and any such changes could result in corresponding changes to

the amounts of assets, liabilities, revenue, expenses and income.

judgments and assumptions are inherently subject to change in the future, and any such changes could result in corresponding changes

to the amounts of assets, liabilities, revenue, expenses and income.

Any such changes could have a material adverse effect on our business,

7 unchanged sentences

the political, economic, and legal environments in the PRC, in addition to the general state of the PRC economy.

The Company’s results

may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect

to laws and regulations, cybersecurity, anti-monopoly, anti-inflationary measures, currency conversion and remittance abroad, and rates

and methods of taxation, among other things, and such change of rules and policies can happen quickly with little advance notice.

The Company’s

results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies

with respect to laws and regulations, cybersecurity, anti-monopoly, anti-inflationary measures, currency conversion and remittance abroad,

and rates and methods of taxation, among other things, and such change of rules and policies can happen quickly with little advance notice.

A substantial of the Company’s sales, purchases

33 unchanged sentences

financial performance and operations.

Failure to take timely and appropriate measures to adapt to any of these or similar regulatory compliance

challenges could materially and adversely affect our business operations.

Failure to take timely and appropriate measures to adapt to any of these or similar regulatory

compliance challenges could materially and adversely affect our business operations.

If we become subject to additional scrutiny,

4 unchanged sentences

public companies that have substantially

operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and

regulatory agencies.

operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators

and regulatory agencies.

Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities,

24 unchanged sentences

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.

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

Since this announcement is relatively new, uncertainties still exist in relation to how soon legislative or administrative regulation

11 unchanged sentences

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

PRC government will institute a licensing regime or pre-approval requirement covering our industry at some point in the future.

a licensing regime or approval requirement were introduced, we cannot assure you that we would be able to obtain any newly required license

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 PRC

government will institute a licensing regime or pre-approval requirement covering our industry at some point in the future.

licensing regime or approval requirement were introduced, we cannot assure you that we would be able to obtain any newly required license

in a timely manner, or at all, which could materially and adversely affect our business and impede our ability to continue our operations.

39 unchanged sentences

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.

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:

The New Overseas Listing Rules require Chinese

domestic enterprises to complete filings with CSRC and report related information under certain circumstances, such as:

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.

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;

(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

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.

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.

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.

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

2 unchanged sentences

The revised Archives Rules took effect on March 31,

The revised Archives Rules expands their application to cover indirect overseas offering and listing, stipulating that a domestic company

which plans to publicly disclose any documents and materials containing state secrets or working secrets of government agencies, shall

first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level.

The revised Archives Rules expands their application to cover indirect overseas offering and listing, stipulating that a domestic

company which plans to publicly disclose any documents and materials containing state secrets or working secrets of government agencies,

shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same

Furthermore, given recent statements by the Chinese

2 unchanged sentences

exchange, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S.

in the future, and even when such permission is obtained, whether it will be denied or rescinded, which could significantly limit or completely

hinder our ability to offer or continue to offer our securities to investors and cause the value of our shares to significantly decline

or be worthless.

in the future, and even when such permission is obtained, whether it will be denied or rescinded, which could significantly limit or

completely hinder our ability to offer or continue to offer our securities to investors and cause the value of our shares to significantly

decline or be worthless.

There are uncertainties under the PRC Securities

2 unchanged sentences

evidence within the territory of the PRC.

On December 28, 2019, the amended Securities Law

of the PRC (the “PRC Securities Law”) was promulgated, which became effective on March 1, 2020.

According to Article 177 of

the PRC Securities Law (“Article 177”), the securities regulatory authority of the State Council may establish a regulatory

On December 28, 2019, the amended Securities

Law of the PRC (the “PRC Securities Law”) was promulgated, which became effective on March 1, 2020.

According to Article

177 of the PRC Securities Law (“Article 177”), the securities regulatory authority of the State Council may establish a regulatory

cooperation mechanism with securities regulatory authorities of another country or region for the implementation of cross-border supervision

and administration.

Article 177 further provides that overseas securities regulatory authorities shall not engage

in activities pertaining to investigations or evidence collection directly conducted within the territories of the PRC, and that no Chinese

entities or individuals shall provide documents and information in connection with securities business activities to any organizations

and/or persons aboard without the prior consent of the securities regulatory authority of the State Council and the competent departments

of the State Council.

As advised by our PRC counsel Fengdong Law Firm, Article 177 is only

applicable where the activities of overseas authorities constitute a direct investigation or evidence collection by such authorities within

the territory of the PRC.

Article 177 further provides that overseas securities regulatory authorities shall not engage in activities pertaining

to investigations or evidence collection directly conducted within the territories of the PRC, and that no Chinese entities or individuals

shall provide documents and information in connection with securities business activities to any organizations and/or persons aboard

without the prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council.

As advised by our PRC counsel Fengdong Law Firm,

Article 177 is only applicable where the activities of overseas authorities constitute a direct investigation or evidence collection

by such authorities within the territory of the PRC.

A substantial of our business operation is conducted in the PRC.

In the event that the U.S.

securities regulatory

agencies carry out an investigation on us such as an enforcement action by the Department of Justice, the SEC or other authorities, such

agencies’ activities will constitute conducting an investigation or collecting evidence directly within the territory of the PRC

and accordingly fall within the scope of Article 177.

In the event that

securities regulatory agencies carry out an investigation on us such as an enforcement action by the Department of Justice,

the SEC or other authorities, such agencies’ activities will constitute conducting an investigation or collecting evidence directly

within the territory of the PRC and accordingly fall within the scope of Article 177.

In that case, the U.S.

securities regulatory agencies may have to

consider establishing cross-border cooperation with the securities regulatory authority of the PRC by way of judicial assistance, diplomatic

channels or establishing a regulatory cooperation mechanism with the securities regulatory authority of the PRC.

However, there is no

assurance that the U.S.

securities regulatory agencies will succeed in establishing such cross-border cooperation in this particular case

and/or establish such cooperation in a timely manner.

Furthermore, as Article 177 is

still a recently promulgated provision and, as the date of this report, there have not been implementing rules or regulations regarding

the application of Article 177, it remains unclear as to how it will be interpreted, implemented or applied by the Chinese Securities

Regulatory Commission or other relevant government authorities.

As such, there are uncertainties as to the procedures and requisite timing

securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC.

securities regulatory agencies are unable to conduct such investigations, there exists a risk that they may determine to suspend or de-register

our registration with the SEC and may also delist our securities from Nasdaq or other applicable trading market within the U.S.

securities regulatory agencies

may have to consider establishing cross-border cooperation with the securities regulatory authority of the PRC by way of judicial assistance,

diplomatic channels or establishing a regulatory cooperation mechanism with the securities regulatory authority of the PRC.

there is no assurance that the U.S.

securities regulatory agencies will succeed in establishing such cross-border cooperation in this

particular case and/or establish such cooperation in a timely manner.

Furthermore, as Article 177 is still a recently

promulgated provision and, as the date of this report, there have not been implementing rules or regulations regarding the application

of Article 177, it remains unclear as to how it will be interpreted, implemented or applied by the Chinese Securities Regulatory Commission

or other relevant government authorities.

As such, there are uncertainties as to the procedures and requisite timing for the U.S.

regulatory agencies to conduct investigations and collect evidence within the territory of the PRC.

securities regulatory

agencies are unable to conduct such investigations, there exists a risk that they may determine to suspend or de-register our registration

with the SEC and may also delist our securities from Nasdaq or other applicable trading market within the U.S.

Under the PRC Enterprise Income Tax Law,

11 unchanged sentences

In addition, a circular, known as SAT Circular

issued in April 2009 by the State Administration of Taxation, or the “SAT,” specifies that certain offshore incorporated enterprises

controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are located or

resident in the PRC:

senior management personnel and departments that are responsible for daily production, operation and management;

82, issued in April 2009 by the State Administration of Taxation, or the “SAT,” specifies that certain offshore incorporated

enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are

located or resident in the PRC:

senior management personnel and departments that are responsible for daily production, operation and

financial and personnel decision making bodies;

key properties, accounting books, company seal, and minutes of board meetings and shareholders’

key properties, accounting books, company seal, and minutes of board meetings

and shareholders’ meetings;

and half or more of the senior management or directors having voting rights.

Further to SAT Circular 82, the SAT issued a bulletin,

known as SAT Bulletin 45, which took effect in September 2011, to provide more guidance on the implementation of SAT Circular 82 and clarify

the reporting and filing obligations of such “Chinese-controlled offshore incorporated resident enterprises.” SAT Bulletin

45 provides procedures and administrative details for the determination of resident status and administration on post-determination matters.

Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups,

not those controlled by PRC individuals or foreign individuals, the determining criteria set forth in SAT Circular 82 and SAT Bulletin

45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining

the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, PRC enterprise groups,

or by PRC or foreign individuals.

Further to SAT Circular

82, the SAT issued a bulletin, known as SAT Bulletin 45, which took effect in September 2011, to provide more guidance on the implementation

of SAT Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore incorporated resident

enterprises.” SAT Bulletin 45 provides procedures and administrative details for the determination of resident status and administration

on post-determination matters.

Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC

enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth

in SAT Circular 82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto management body”

test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC

enterprises, PRC enterprise groups, or by PRC or foreign individuals.

If the PRC tax authorities determine that the

9 unchanged sentences

individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources.

is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of

tax residence and the PRC in the event that we are treated as a PRC resident enterprise.

Any such tax may reduce the returns on your investment

in our shares.

It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country

of tax residence and the PRC in the event that we are treated as a PRC resident enterprise.

Any such tax may reduce the returns on your

investment in our shares.

Although up to the date of this report, Future FinTech Group Inc.

has not been notified or informed by the PRC tax authorities

that it has been deemed to be a resident enterprise for the purpose of the EIT Law, we cannot assure you that it will not be deemed to

be a resident enterprise in the future.

has not been notified or informed by the

PRC tax authorities that it has been deemed to be a resident enterprise for the purpose of the EIT Law, we cannot assure you that it

will not be deemed to be a resident enterprise in the future.

We could be restricted from paying dividends

4 unchanged sentences

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

We are a holding company incorporated in the State

of Florida and do not have any assets or conduct any business operations other than our investments in our subsidiaries and affiliates.

We are a holding company incorporated in the

State of Florida and do not have any assets or conduct any business operations other than our investments in our subsidiaries and affiliates.

As a result of our holding company structure, we rely entirely on dividend payments from our subsidiaries.

8 unchanged sentences

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.

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.

Governmental control of currency conversion

3 unchanged sentences

RMB is currently not a freely convertible

Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to satisfy foreign

currency obligations.

Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to satisfy

foreign currency obligations.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions,

9 unchanged sentences

The value of the RMB against the U.S.

other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions.

significant revaluation of the RMB may materially and adversely affect our cash flows, revenue and financial condition.

For example, to

the extent that we need to convert U.S.

dollars we receive from an offering of our securities into RMB for our operations in China, appreciation

of the RMB against the U.S.

dollar would diminish the value of the proceeds of the offering and could harm our business, financial condition

and results of operations.

and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions.

Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenue and financial condition.

to the extent that we need to convert U.S.

dollars we receive from an offering of our securities into RMB for our operations in China,

appreciation of the RMB against the U.S.

dollar would diminish the value of the proceeds of the offering and could harm our business,

financial condition and results of operations.

Conversely, if we decide to convert our RMB into U.S.

dollars for business purposes and the U.S.

dollar appreciates

against the RMB, the U.S.

dollars for business purposes and

dollar appreciates against the RMB, the U.S.

dollar equivalent of the RMB we convert would be reduced.

In addition, the depreciation of significant U.S.

dollar denominated assets could result in a charge to our income statement and a reduction in the value of these assets.

In addition, the depreciation

of significant U.S.

dollar denominated assets could result in a charge to our income statement and a reduction in the value of these

PRC regulations relating to offshore investment

activities by PRC residents may limit our PRC subsidiary’s ability to increase its registered capital or distribute profits to us

or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC law.

The State Administration of Foreign Exchange or

SAFE promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment

through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or its

local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment

activities by PRC residents may limit our PRC subsidiary’s ability to increase its registered capital or distribute profits to

us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC law.

The State Administration of Foreign Exchange

or SAFE promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment

through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or

its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment

or financing.

In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle

undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name, and operation

term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

SAFE Circular 37 is issued

to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip

Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75.

SAFE promulgated the Notice on Further Simplifying and Improving

the Administration of the Foreign Exchange Concerning Direct Investment in February 2015, which took effect on June 1, 2015.

has amended SAFE Circular 37 requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch

in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

If our shareholders who are PRC residents or entities

do not complete their registration as required, our PRC subsidiaries may be prohibited from distributing its profits and proceeds from

any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital

to our PRC subsidiaries.

undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name, and

operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

SAFE Circular

37 is issued to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing

and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75.

SAFE promulgated the Notice on Further Simplifying

and Improving the Administration of the Foreign Exchange Concerning Direct Investment in February 2015, which took effect on June 1,

This notice has amended SAFE Circular 37 requiring PRC residents or entities to register with qualified banks rather than SAFE

or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment

or financing.

If our shareholders who are PRC residents or

entities do not complete their registration as required, our PRC subsidiaries may be prohibited from distributing its profits and proceeds

from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional

capital to our PRC subsidiaries.

The failure or inability of the relevant shareholders

31 unchanged sentences

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.

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

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.

It may also be difficult for you or overseas regulators

to conduct investigations or collect evidence within China.

For example, in China, there are significant legal and other obstacles to

obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities.

It may also be difficult for you or overseas

regulators to conduct investigations or collect evidence within China.

For example, in China, there are significant legal and other obstacles

to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities.

Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region

to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in the

Unities States may not be efficient in the absence of practical cooperation mechanism.

Furthermore, according to Article 177 of the PRC

Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to directly

conduct investigation or evidence collection activities within the territory of the PRC.

Article 177 further provides that Chinese entities

and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without

prior consent from the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council.

While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities

regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by

you in protecting your interests.

to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in

the Unities States may not be efficient in the absence of practical cooperation mechanism.

Furthermore, according to Article 177 of the

PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to

directly conduct investigation or evidence collection activities within the territory of the PRC.

Article 177 further provides that Chinese

entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies

without prior consent from the securities regulatory authority of the PRC State Council and the competent departments of the PRC State

While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas

securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties

faced by you in protecting your interests.

The filing with the China Securities Regulatory

2 unchanged sentences

failure to timely file with the CSRC for this offering.

17, 2023, the CSRC released the New Overseas Listing Rules, which took effect on March 31, 2023.

The New Overseas Listing Rules require

Chinese domestic enterprises to complete filings with relevant 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.

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 th e CSRC within 3

business days after the occurrence and public disclosure of the event:

On February 17, 2023, the CSRC released the New

Overseas Listing Rules, which took effect on March 31, 2023.

The New Overseas Listing Rules require Chinese domestic enterprises to complete

filings with relevant 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.

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.

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;

(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.

Our PRC counsel has advised us based on their understanding of the current PRC

laws, rules and regulations relating to the CSRC’s filing requirements, we are required to carry out filing procedures as required

if we conduct any overseas offerings or offerings within other circumstances under rules with the CSRC.

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.

Given the current PRC regulatory

environment, it is uncertain when and whether we and our PRC subsidiaries will be required to obtain other permissions or approvals from

the PRC government to list on U.S.

exchanges in the future, and even if and when such permissions or approvals are obtained, whether they

will be denied or rescinded.

If we or any of our PRC subsidiaries do not receive or maintain such permissions or approvals, inadvertently

conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we or our

subsidiaries are required to obtain such permissions or approvals in the future, it could significantly

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

to significantly decline or become worthless.

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

Our PRC counsel has advised us based on their understanding of the current PRC laws, rules and regulations relating to the CSRC’s

filing requirements, we are required to carry out filing procedures as required if we conduct any overseas offerings or offerings within

other circumstances under rules with the CSRC.

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.

Given the current PRC regulatory environment, it is uncertain when and whether we and our

PRC subsidiaries will be required to obtain other permissions or approvals from the PRC government to list on U.S.

exchanges in the future,

and even if and when such permissions or approvals are obtained, whether they will be denied or rescinded.

If we or any of our PRC subsidiaries

do not receive or maintain such permissions or approvals, inadvertently conclude that such permissions or approvals are not required,

or applicable laws, regulations, or interpretations change and we or our subsidiaries are required to obtain such permissions or approvals

in the future, it could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors

and cause the value of our securities to significantly decline or become worthless.

The Holding Foreign Companies Accountable

Act, or the HFCA Act, and the related regulations are evolving quickly.

Further implementations and interpretations of or amendments to

the HFCA Act or the related regulations, or a PCOAB’s determination of its lack of sufficient access to inspect our auditor, might

pose regulatory risks to and impose restrictions on us because of our operations in mainland China and Hong Kong.

Further implementations and interpretations of or amendments

to the HFCA Act or the related regulations, or a PCOAB’s determination of its lack of sufficient access to inspect our auditor,

might pose regulatory risks to and impose restrictions on us because of our operations in mainland China and Hong Kong.

A potential consequence

7 unchanged sentences

In accordance with the HFCA Act, trading in securities of any registrant on a national

securities exchange or in the over-the-counter trading market in the United States may be prohibited if the PCAOB determines that it cannot

inspect or fully investigate the registrant’s auditor for three consecutive years beginning in 2021, and, as a result, an exchange

may determine to delist the securities of such registrant.

securities exchange or in the over-the-counter trading market in the United States may be prohibited if the PCAOB determines that it

cannot inspect or fully investigate the registrant’s auditor for three consecutive years beginning in 2021, and, as a result, an

exchange may determine to delist the securities of such registrant.

On June 22, 2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies

Accountable Act, which, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time

period before our securities may be prohibited from trading or delisted if our auditor is unable to meet the PCAOB inspection requirement.

December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations

Act”), was signed into law by President Biden.

The Consolidated Appropriations Act contained, among other things, an identical provision

to Accelerating Holding Foreign Companies Accountable Act, which reduces the number of consecutive non-inspection years required for triggering

the prohibitions under the HFCA Act from three years to two.

Senate passed the Accelerating Holding

Foreign Companies Accountable Act, which, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from

trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus

reducing the time period before our securities may be prohibited from trading or delisted if our auditor is unable to meet the PCAOB

inspection requirement.

On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated

Appropriations Act”), was signed into law by President Biden.

The Consolidated Appropriations Act contained, among other things,

an identical provision to Accelerating Holding Foreign Companies Accountable Act, which reduces the number of consecutive non-inspection

years required for triggering the prohibitions under the HFCA Act from three years to two.

On November 5, 2021, the SEC adopted the PCAOB

12 unchanged sentences

On December 16, 2021, the PCAOB issued its determinations

(the “Determination”) that they are unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered

in mainland China and in Hong Kong.

The Determination includes lists of public accounting firms headquartered in mainland China and Hong

Kong that the PCAOB is unable to inspect or investigate completely.

(the “Determination”) that they are unable to inspect or investigate completely PCAOB-registered public accounting firms

headquartered in mainland China and in Hong Kong.

The Determination includes lists of public accounting firms headquartered in mainland

China and Hong Kong that the PCAOB is unable to inspect or investigate completely.

On August 26, 2022, the PCAOB signed a Statement

4 unchanged sentences

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

However, should PRC authorities obstruct or otherwise fail

to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.

However, should PRC authorities obstruct or otherwise

fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.

The enactment of the HFCA Act and related regulations

8 unchanged sentences

The inability of the PCAOB to conduct inspections of auditors in China and

Hong Kong makes it more difficult to evaluate the effectiveness of these accounting firm’s audit procedures or quality control procedures

as compared to auditors outside of China that are subject to the PCAOB inspections.

Hong Kong makes it more difficult to evaluate the effectiveness of these accounting firm’s audit procedures or quality control

procedures as compared to auditors outside of China that are subject to the PCAOB inspections.

Our auditor, Fortune CPA Inc., an independent

14 unchanged sentences

Risks Related to Our Common Stock

We are authorized to issue blank check preferred

stock, which may be issued without shareholder approval and which may adversely affect the rights of holders of our Common Stock.

We are authorized to issue 10,000,000 shares of

preferred stock.

The Board is authorized under our articles of incorporation, as amended, to provide for the issuance of shares of preferred

stock by resolution and by filing a certificate of designations under Florida law, to fix the designation, powers, preferences and rights

of the shares of each such series of preferred stock and the qualifications, limitations or restrictions thereof without any further vote

or action by the shareholders.

We are authorized to issue blank check

preferred stock, which may be issued without shareholder approval and which may adversely affect the rights of holders of our Common

We are authorized to issue 10,000,000 shares

of preferred stock.

The Board is authorized under our articles of incorporation, as amended, to provide for the issuance of shares of

preferred stock by resolution and by filing a certificate of designations under Florida law, to fix the designation, powers, preferences

and rights of the shares of each such series of preferred stock and the qualifications, limitations or restrictions thereof without any

further vote or action by the shareholders.

As of December 31, 2023, there were no shares of preferred stock issued and outstanding.

Any shares of

preferred stock that are issued are likely to have priority over our Common Stock with respect to dividend or liquidation rights.

event of issuance, the preferred stock could be utilized under certain circumstances as a method of discouraging, delaying or preventing

a change in control, which could have the effect of discouraging bids to acquire us and thereby prevent shareholders from receiving the

maximum value for their shares.

We have no present intention to issue any shares of preferred stock in order to discourage or delay a

change of control or for any other reason.

However, there can be no assurance that preferred stock will not be issued at some time in

Zeyao Xue has control over key decision

Any shares of preferred stock that are issued are likely to have priority over our Common Stock with respect to dividend or liquidation

In the event of issuance, the preferred stock could be utilized under certain circumstances as a method of discouraging, delaying

or preventing a change in control, which could have the effect of discouraging bids to acquire us and thereby prevent shareholders from

receiving the maximum value for their shares.

We have no present intention to issue any shares of preferred stock in order to discourage

or delay a change of control or for any other reason.

However, there can be no assurance that preferred stock will not be issued at some

time in the future.

Shanchun Huang has control over key decision

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

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

Shanchun Huang, indirectly and directly beneficially owns 2,250,000

shares, or approximately 42.93% of our outstanding common stock as of March 16, 2026.

Wealth Index Capital Limited (the “WICL”)

is the record shareholder directly holds 2,250,000 shares of the Company’s common stock, representing approximately 42.93% of the

Company’s 5,240,544 outstanding shares of common stock as of March 16, 2026 based on information from the Company’s transfer

Shanchun Huang is the sole member of WICL, holds 100% ownership in WICL.

Huang may be deemed a beneficial owner

of the 2,250,000 shares of the Company’s common stock directly held by WICL pursuant to Section 13(d)(3) of the Act.

Huang’s beneficial ownership of 42.93% 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.

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.

Shanchun Huang 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

2 unchanged sentences

As a Florida corporation, we are subject to certain

provisions of the Florida Business Corporation Act that have anti-takeover effects and may inhibit a non-negotiated merger or other

business combination.

provisions of the Florida Business Corporation Act that have anti-takeover effects and may inhibit a non-negotiated merger or other business

Our Articles of Incorporation and Bylaws also contain other provisions which could have anti-takeover effects.

provisions include, without limitation, the authority of our Board of Directors to issue additional shares of preferred stock and to fix

the relative rights and preferences of the preferred stock without the need for any shareholder vote or approval, as discussed above,

and advance notice procedures to be complied with by our shareholders in order to make shareholder proposals or nominate directors, such

authorize the issuance of “blank check” preferred stock that could be issued by the Board to thwart a takeover attempt;

require that directors only be removed from office upon a majority shareholder vote;

provide that vacancies on the board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;

These provisions

include, without limitation, the authority of our Board of Directors to issue additional shares of preferred stock and to fix the relative

rights and preferences of the preferred stock without the need for any shareholder vote or approval, as discussed above, and advance

notice procedures to be complied with by our shareholders in order to make shareholder proposals or nominate directors, such as:

authorize the issuance of “blank check” preferred stock

that could be issued by the Board to thwart a takeover attempt;

require that directors only be removed from office upon a majority

shareholder vote;

provide that vacancies on the board of directors, including newly created

directorships, may be filled only by a majority vote of directors then in office;

limit who may call special meetings of shareholders;

For more information regarding these and other

provisions, see the exhibit titled “ Description of Our Securities — Anti-Takeover Effects of Certain Provisions of Florida

provisions, see the exhibit titled “ Description of Our Securities - Anti-Takeover Effects of Certain Provisions of Florida Law.”

In recent years, our Common Stock has been

12 unchanged sentences

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

(the “Minimum Bid Price Requirement”).

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

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.

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

“Minimum Bid Price Requirement”).

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

On April 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”).

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

(the “2025 Reverse Stock Split”).

The common stock will continue to be $0.001 par value.

The Company’s shares of common

stock began to trade on the NASDAQ Stock Market on the post-Reverse Stock Split basis under the symbol “FTFT” on April 4,

8, 2026, the Company filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to

5 unchanged sentences

The common stock will continue to be $0.001 par value.

The Company’s

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

on April 4, 2025.

The Company will

round up the fractional shares that result from the Reverse Stock Split and no fractional shares will be issued in connection with the

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 Reverse Stock Split.

The current pre-split number of shares of commons stock outstanding is 20,193,311 and the post-split

number of shares outstanding will be approximately 5,048,328.

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 January 8, 2026.

We have implemented a reverse stock split to address Nasdaq minimum

bid price requirements, and there can be no assurance that our common stock will maintain compliance with Nasdaq listing standards.

Our common stock is listed on The Nasdaq Stock

Nasdaq requires, among other things, that listed companies maintain a minimum bid price of $1.00 per share.

In order to address

prior or potential non-compliance with the minimum bid price requirement, we effected a 1-for-4 reverse stock split on January 20, 2026.

Although the reverse stock split increased the per-share trading price of our common stock, there can be no assurance that the bid price

of our common stock will remain at or above the minimum level required by Nasdaq.

Reverse stock splits do not directly affect the

underlying value of a company and are often viewed negatively by the market.

The market price of our common stock may decline following

the reverse stock split for a variety of reasons, including market perceptions regarding our business, reduced liquidity due to a lower

number of shares outstanding, general market conditions, or other factors unrelated to our financial performance.

If the bid price of

our common stock were to fall below $1.00 per share for an extended period in the future, we could again be subject to deficiency notices,

compliance periods, or potential delisting proceedings by Nasdaq.

A delisting of our common stock from Nasdaq could

materially and adversely affect the liquidity and market price of our securities, limit our ability to raise capital, reduce analyst coverage,

and decrease investor confidence.

While we intend to monitor our continued compliance with Nasdaq listing requirements, we may not be

able to maintain compliance with the minimum bid price requirement or other listing standards in the future.

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