What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 498 added, 738 removed, 737 unchanged (63% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CURRENT ASSETS

Cash and cash

Cash and cash equivalents

Restricted cash

Short - term investment

1 unchanged sentence

Other receivables, net

Contract assets

Investment Funds

Advances to suppliers and

other current assets, net

Loan receivables

Amount Due from Related Parties

related to discontinued operation-current

CURRENT ASSETS

Property and equipment,

Right of use assets - operation

Advances to suppliers and other current assets, net

TOTAL CURRENT ASSETS

NON-CURRENT ASSETS

Property and equipment, net

Right of use assets - operating lease, net

Intangible assets, net

Debt investment

related to discontinued operation-Non current

Long-term receivable, net

TOTAL NON-CURRENT ASSETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable

Accrued expenses and other

Accrued expenses and other payables

Advances from customers

1 unchanged sentence

Lease liability - current

Amounts due to related parties

related to discontinued operation

CURRENT LIABILITIES

Amounts due to a related party

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES

Other non-current liabilities

liability-non-current

NON-CURRENT LIABILITIES

STOCKHOLDERS’

FUTURE FINTECH GROUP INC,

Lease liability-non-current

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

STOCKHOLDERS’ EQUITY

1 unchanged sentence

150,000,000 shares authorized;

20,153,311 shares and 2,447,084 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively*

paid-in capital

( 223,572,414 )

5,240,544 shares and 5,048,328 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively*

Additional paid-in capital

Statutory reserve

Accumulated deficits

( 224,780,727 )

other comprehensive income (loss)

( 223,505,599 )

Accumulated other comprehensive loss

( 2,946,756 )

FUTURE FINTECH GROUP INC.

stockholders’ equity

Non-controlling

( 3,685,001 )

STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

* All shares and per share data have been retroactively restated to reflect reverse stock split effected on April 1, 2025 and January 8, 2026.

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three

September 30,

Cost of revenues-third party

Cost of revenues-related party

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION

AND COMPREHENSIVE LOSS

For the Three Months Ended

Cost of revenue

Operating Expenses

2 unchanged sentences

Selling expenses

Allowance for credit losses/doubtful accounts

Allowance for (net recovery of) credit losses / doubtful accounts

Total operating expenses

2 unchanged sentences

( 30,636,543 )

( 34,553,406 )

( 7,391,118 )

Other income (expenses)

2 unchanged sentences

Amortization of debt issuance costs

Gain on Debt Restructuring

Other income(expenses) net

( 1,627,000 )

Total other income (expenses)

Other income, net

Total other income, net

Loss from Continuing Operations before Income Tax

1 unchanged sentence

( 30,538,015 )

( 31,058,936 )

( 8,367,411 )

Income tax provision

3 unchanged sentences

( 30,538,015 )

( 31,058,936 )

( 8,367,411 )

Discontinued Operations

Loss from discontinued operations

( 2,332,202 )

Gain (Loss) on disposal of discontinued operations

( 1,965,312 )

( 4,932,385 )

( 2,820,814 )

( 10,055,020 )

Net Income (Loss) attributable to non-controlling interests of discontinued operations

Net Loss attributable to non-controlling interests of continued operations

Net loss attibutable to Future Fintech Group, Inc.

Gain on disposal of discontinued operations

$ ( 1,275,128 )

$ ( 2,707,282 )

Net Income attributable to non-controlling interests of discontinued operations

Net Income attributable to non-controlling interests of continued operations

Net loss attributable to Future Fintech Group, Inc.

$ ( 1,275,128 )

4 unchanged sentences

$ ( 30,538,015 )

( 31,058,936 )

( 8,367,411 )

Foreign currency translation - Continuing Operations

2 unchanged sentences

$ ( 30,733,295 )

( 31,000,778 )

( 7,489,483 )

Income (loss) from discontinued operations

( 1,687,609 )

Income from discontinued operations

Foreign currency translation - Discontinued Operations

Comprehensive Income ( Loss) - Discontinued Operations

( 1,060,560 )

( 1,985,093 )

Comprehensive Income - Discontinued Operations

Comprehensive Loss

1 unchanged sentence

$ ( 3,080,285 )

( 2,942,565 )

( 9,474,576 )

Comprehensive income (loss) attributable to non-controlling interests

Comprehensive income (loss) attributable to non-controlling interests of discontinue

Comprehensive income attributable to non-controlling interests of continuing operations

Comprehensive income attributable to non-controlling interests of discontinued operations

COMPREHENSIVE LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP, INC.

1 unchanged sentence

$ ( 4,946,351 )

( 4,808,631 )

( 9,386,456 )

Earnings per share:

Basic earnings per share from continuing operation

Basic earnings (loss) per share:

Basic loss per share from continuing operation

Basic earnings per share from discontinued operation

Diluted Earnings per share:

Diluted earnings per share from continuing operation

Diluted earnings (loss) per share:

Diluted loss per share from continuing operation

Diluted earnings per share from discontinued operation

Weighted average number of shares outstanding

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

Fintech Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months ended September 30, 2024

* All shares and per share data have been retroactively restated to reflect reverse stock split effected on April 1, 2025 and January 8, 2026.

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

Three Months ended March 31, 2025

comprehensive

Non-controlling

Balance at June 30, 2024

( 191,017,843 )

( 4,255,168 )

( 1,602,661 )

Conversion of debt

Net loss from continuing operation

( 4,216,762 )

Net loss from discontinued operations

Disposition of discontinued operation

Foreign currency translation adjustment

Balance at September 30, 2024

( 195,896,562 )

Balance at December 31, 2024

$ 237,498,011

$ ( 218,885,534 )

Three Months ended September 30, 2025

comprehensive

Non-controlling

Balance at June 30, 2025

$ ( 4,248,561 )

$ ( 1,866,066 )

Issuance of common stocks-cash

Issuance of common stocks-conversion of debt

Issuance of common stocks - Debt Restructuring

Pending Equity Settlement

Pre-delivery ordinary shares for conversion of convertible notes payables

Net loss from continuing operation

( 1,965,312 )

Foreign currency translation adjustment

Balance at September 30, 2025

( 223,572,414 )

( 4,190,403 )

Nine Months ended September 30, 2024

comprehensive

Non-controlling

Balance at December 31, 2023

( 185,929,662 )

( 4,094,276 )

( 1,568,207 )

Net loss from continuing operation

Net loss from continuing operations

( 30,538,015 )

1 unchanged sentence

Net loss from discontinued operations

( 2,244,082 )

( 2,332,202 )

Issuance of common stocks-cash

Conversion of debt

Disposition of discontinued operation

Effect to rounding fractional shares into whole shares upon reverse stock split

Share-based payments-omnibus equity plan

Foreign currency translation adjustment

Balance at September 30, 2024

Disposition of discontinued operation

Balance at March 31, 2025

$ 238,723,529

1 unchanged sentence

$ ( 4,441,655 )

Nine Months ended September 30, 2025

Three Months ended March 31, 2026

comprehensive

Non-controlling

Balance at December 31, 2025

2 unchanged sentences

$ ( 3,685,001 )

Issuance of common stocks-cash

Issuance of common stocks-conversion of debt

4 unchanged sentences

Effect to rounding fractional shares into whole shares upon reverse stock split

Share-based payments-omnibus equity plan

Pending Equity Settlement

Pre-delivery ordinary shares for conversion of convertible notes payables

Foreign currency translation adjustment

Disposition of discontinued operation

Balance at September 30, 2025

Balance at March 31, 2026

$ 271,144,693

$ ( 224,780,727 )

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

$ ( 2,946,756 )

All shares and per share data have been retroactively restated to reflect reverse stock split effected on April 1, 2025 and January 8, 2026.

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months

September 30,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

For the Three Months Ended

Cash Flows from Operating Activities:

1 unchanged sentence

$ ( 2,707,282 )

Net income (loss) from discontinued operation

( 1,687,609 )

Net income from discontinued operation

Net loss from continuing operation

1 unchanged sentence

( 30,538,015 )

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Amortization of debt issuance costs

Allowance for credit losses/doubtful accounts

Allowance for (reversal of) credit losses/doubtful accounts

Share-based payments

Gain on Debt Restructuring

( 3,071,827 )

Investment loss

Interest expenses related to convertible note

3 unchanged sentences

( 27,709,205 )

( 5,255,158 )

Advances to suppliers and other current assets

2 unchanged sentences

Accounts payable

( 1,542,892 )

Accrued expenses and other payables

( 1,515,912 )

Advances from customers

Other non-current liabilities

Net Cash Used in Operating Activities from Continuing Operations

3 unchanged sentences

Cash Flows from Investing Activities:

Additions to property and equipment

Debt investment

( 1,800,473 )

Repayment of Short term Investment

Payment for loan receivable

Payment for short-term investment

Redemption of short-term investments

Repayment of loan receivable

Reserve for business acquisition

( 29,872,741 )

Net Cash Used in Investing Activities from Continuing Operations

( 29,035,242 )

( 1,025,101 )

Net Cash Provided by Investing Activities from Continuing Operations

Net Cash Used in Investing Activities from Discontinued Operations

Cash Flows from Financing Activities:

Proceeds from the issuance of common stock, net of issuance costs

Proceeds received from investors for convertible notes payable of pre-delivery ordinary shares

Proceeds from convertible notes payables

Payment made for amounts due from related parties, net

Proceeds from (Repayment of) amounts due to related parties, net

Net Cash Provided by Financing Activities from Continuing Operations

Repayment of amounts due to related parties, net

Net Cash Used in Financing Activities from Continuing Operations

Net Cash Provided by Financing Activities from Discontinued Operations

Effect of Exchange Rate Changes on Cash

Net Increase (Decrease) in Cash and Restricted Cash

Effect of Exchange Rate Changes on Cash and Restricted Cash

Net Decrease in Cash and Restricted Cash

( 1,396,664 )

1 unchanged sentence

Cash and Restricted Cash at end of Period

Cash and cash equivalents from the discontinued operations, end of Period

Cash and cash equivalents, from the continuing operations end of Period

SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION

Noncash activities

Issuance of common stocks for conversion of debts

Debt settlement by issuance of common stock

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED MARCH 31, 2026 AND 2025

CORPORATE INFORMATION

14 unchanged sentences

2023 and completed deregistration and dissolution of the VIE with local authorities on March 7, 2024.

On March 27, 2025, Future FinTech Group Inc.

“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 “Reverse Stock Split”).

On March 27, 2025, the Company filed with the

Florida Secretary of State’s office Articles of Amendment (the “Amendment I”) to amend its Second Amended and Restated

Articles of Incorporation, as amended (“Articles of Incorporation”).

As a result of the Amendment I, 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 “Reverse

Stock Split I”).

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

The Company rounded

up the fractional shares that resulted from the Reverse Stock Split and no fractional shares were 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.

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 Company rounded up the fractional shares that resulted

from the Reverse Stock Split I and no fractional shares were issued in connection with the Reverse Stock Split I 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 I.

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

The amendment to the Articles of Incorporation of the Company took effect at 1:00 pm E.T.

The reverse stock split would be reflected in

the Company’s September 30, 2025 and December 31, 2024 statements of changes in stockholders’ equity, and in per share data

for all periods presented.

on April 1, 2025.

On September 2, 2025, the Company held a special

meeting of stockholders (the “Special Meeting”).

At the Special Meeting, the shareholders approved the Third Amended and Restated

Articles of Incorporation to increase the number of authorized shares of common stock from 6,000,000 to 600,000,000 .

On January 8, 2026, the Company filed with

the Florida Secretary of State’s office Articles of Amendment (the “Amendment II”) to amend its Second Amended and

Restated Articles of Incorporation, as amended (“Articles of Incorporation”).

As a result of the Amendment II, the Company

has authorized and approved a 1-for-4 reverse stock split of the Company’s authorized shares of common stock from 600,000,000 shares

to 150,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the

“Reverse Stock Split II”).

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

The Company rounded up the fractional shares

that resulted from the Reverse Stock Split II and no fractional shares were issued in connection with the Reverse Stock Split II 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 II.

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 1:00 pm E.T.

on January 8,

Both of the reverse stock splits described above

would be reflected in the Company’s March 31, 2026 and December 31, 2025 statements of changes in stockholders’ equity, and

in per share data for all periods presented.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated

financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim

financial information and the rules and regulations of the Securities and Exchange Commission.

In the opinion of management, the

unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments,

which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2025 and the

results of operations and cash flows for the periods ended September 30, 2025 and 2024.

The financial data and other information

disclosed in these notes to the interim financial statements related to these periods are unaudited.

The results for the three and

nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for any subsequent periods or for

the entire year ending December 31, 2025.

The balance sheet at December 31, 2024 has been derived from the audited financial

statements at that date.

Basis of presentation and principles of consolidation

The unaudited condensed consolidated financial

statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America

GAAP”) and pursuant to the rules and regulations of the U.S.

Securities Exchange Commission (the “SEC”).

In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements

and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of

March 31, 2026 and the results of operations and cash flows for the periods ended March 31, 2026 and 2025.

The financial data and other

information disclosed in these notes to the interim financial statements related to these periods are unaudited.

The results for the three

months ended March 31, 2026 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire

year ending December 31, 2026.

The balance sheet at December 31, 2025 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally

4 unchanged sentences

included in the Company’s Annual Report on Form 10-K.

The Company’s functional currency of subsidiaries

in China is the Chinese Renminbi (“RMB”).

Other subsidiaries outside of China use U.S.

Dollar (“USD”), Hong Kong

Dollar (“HKD”), Great Britain Pound (“GBP”) and AED (“United Arab Emirates Dirham”) as the functional

however, the accompanying unaudited condensed consolidated financial statements have been translated and presented in USD.

According to US GAAP Accounting Standard Codification

(“ASC”) 810-10-15-8, for legal entities other than limited partnerships, the usual condition for a controlling financial interest

is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly,

of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation.

control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by

court decree.

Discontinued Operations

On March 7, 2024, Chain Cloud Mall Network and

Technology (Tianjin) Co., Limited was dissolved and deregistered.

On September 4, 2024, Tianjin Future Private Equity

Fund Management Partnership (Ltd Partnership) was dissolved and deregistered.

The loss on disposal was $ 22.46 .

On October 18, 2024, Nice Talent Asset Management

Limited (“NTAM”) was disposed of for a consideration of $ 0.31 million (HK$ 2.40 million).

The loss on disposal was $ 2.32 million.

On December 6, 2024, FTFT Super Computing Inc.

was disposed of for a consideration of US$ 1.97 million, of which (i) the assumption of the obligations of FTFT Super Computing totaling

$ 973,072.24 and (ii) $ 1,000,000 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

The gain on disposal was $ 3.42 million.

On February 3, 2025, FTFT UK LIMITED, FTFT Finance

UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC (Cayman), Future Fintech Digital

Number One GP, LLC (USA), FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL

Number One GP, LLC (USA), FTFT Digital Number One, Ltd.

(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL

INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of

1 unchanged sentence

The gain on disposal was $ 28.26 million.

Based on the disposal plan and in accordance with ASC 205-20, the Company

presented the operating results from these operations as a discontinued operation.

On December 16, 2025, Future Commercial Management

(Hainan) Co., Ltd.

was disposed of for a consideration of $ 1.4 million (RMB 10.0 million).

The gain on disposal was $ 52,749 .

Based on the disposal plan and in accordance with

ASC 205-20, the Company presented the operating results from these operations as a discontinued operation.

Segment Information Reclassification

The Company classified business segments into

Trading Commission and Consulting service, Fast-Moving Consumer Goods (FMCG), and Supply Chain Financing and Trading.

The Company classified its business segments into

Trading Commission and Consulting services, Fast-Moving Consumer Goods (“FMCG”), and Supply Chain Financing and Trading.

Uses of Estimates in the Preparation of Financial Statements

The Company’s condensed consolidated financial

statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated

statements have been prepared in accordance with U.S.

GAAP and this requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated

financial statements and reported amounts of revenue and expenses during the reporting period.

1 unchanged sentence

of management estimates include, but are not limited to, the expected credit losses for receivables, estimated useful life and residual

value of property, plant and equipment, impairment of long-lived assets, provision for staff benefit, recognition and measurement of deferred

value of property and equipment, impairment of long-lived assets, provision for staff benefits, recognition and measurement of deferred

income taxes and valuation allowance for deferred tax assets.

8 unchanged sentences

future business plan.

The Company’s operating losses from continuing operations amounted to $ 31.06 million, and it had negative

operating cash flows from continuing operations of $ 28.71 million as of September 30, 2025.

These factors raise substantial doubts about

the Company’s ability to continue as a going concern.

The Company has raised funds through issuance of convertible notes and common

The ability of the Company to continue as a going

concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations.

accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going

The Company’s operating losses from continuing operations amounted to $ 1.28 million, and it had negative operating

cash flows from continuing operations of $ 1.53 million for the three months ended March 31, 2026.

These factors raise substantial doubts

about the Company’s ability to continue as a going concern.

The Company has raised funds through issuance of convertible notes and

common stock.

The ability of the Company to continue as a going concern is dependent

upon its ability to successfully execute its new business strategy and eventually attain profitable operations.

The accompanying financial

statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

Impairment of Long-Lived Assets

In accordance with the ASC 360-10, Accounting

for the Impairment or Disposal of Long-Lived Assets , long-lived assets, such as property, plant and equipment and purchased intangibles

subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an

asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other

industrial changes.

The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset

to future undiscounted cash flows to be generated by the assets.

In accordance with ASC 360-10, Accounting for

the Impairment or Disposal of Long-Lived Assets , long-lived assets, such as property and equipment and purchased intangibles subject

to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may

not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial

The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future

undiscounted cash flows to be generated by the assets.

If such assets are considered to be impaired,

7 unchanged sentences

based on observable and unobservable input, which may be used to measure fair value and include the following:

1 - Quoted prices in active markets for identical assets or liabilities.

2 - Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;

Level 1 - Quoted prices in active markets for

identical assets or liabilities.

Level 2 - Input other than Level 1 that is observable,

either directly or indirectly, such as quoted prices for similar assets or liabilities;

quoted prices in markets that are not active;

or other input that is observable or can be corroborated by observable market data for

substantially the full term of the assets or liabilities.

3 - Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or

or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable input that is supported

by little or no market activity and that is significant to the fair value of the assets or liabilities.

The Company’s cash and cash equivalents

1 unchanged sentence

quoted market prices.

Earnings Per Share

Earnings (Loss) Per Share

Under ASC 260-10, Earnings Per Share , basic

10 unchanged sentences

following table.

For the nine months ended September 30, 2025:

For the three months ended March 31, 2026:

Loss from continuing operations attributable to Future Fintech Group, Inc.

1 unchanged sentence

Income from discontinued operations attributable to Future Fintech Group, Inc.

Basic and Diluted EPS:

Loss to common stockholders from continuing operations

1 unchanged sentence

Income available to common stockholders from discontinued operations

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continuing operations attributable to Future Fintech Group, Inc.

$ ( 31,058,936 )

Diluted earnings per share is calculated by taking net income, divided by the diluted weighted average common shares outstanding from discontinued operations

For the nine months ended September 30, 2024:

Loss from continuing operations attributable to Future Fintech Group, Inc.

$ ( 8,367,411 )

Loss from discontinued operations attributable to Future Fintech Group, Inc.

$ ( 1,599,489 )

Loss to common stockholders from continuing operations

$ ( 8,367,411 )

Loss available to common stockholders from discontinued operations

$ ( 1,599,489 )

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

$ ( 8,367,411 )

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

$ ( 1,599,489 )

For the three months ended September 30, 2025:

For the three months ended March 31, 2025:

Loss from continuing operations attributable to Future Fintech Group, Inc.

$ ( 30,538,015 )

Loss from discontinued operations attributable to Future Fintech Group, Inc.

Income from discontinued operations attributable to Future Fintech Group, Inc.

Loss to common stockholders from continuing operations

$ ( 30,538,015 )

Loss to common stockholders from discontinued operations

Income available to common stockholders from discontinued operations

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

1 unchanged sentence

$ ( 30,538,015 )

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

For the three months ended September 30, 2024:

Loss from continuing operations attributable to Future Fintech Group, Inc.

$ ( 4,216,762 )

Loss from discontinued operations attributable to Future Fintech Group, Inc.

$ ( 661,957 )

Loss available to common stockholders from continuing operations

$ ( 4,216,762 )

Loss available to common stockholders from discontinued operations

$ ( 661,957 )

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive

$ ( 4,216,762 )

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

$ ( 661,957 )

Diluted income per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

Cash and Cash Equivalents

9 unchanged sentences

or pledged as security is reported separately on the face of the unaudited condensed consolidated balance sheets, and is not included

in the total cash and cash equivalents in the unaudited condensed consolidated statements of cash flows.

in the total cash and cash equivalents in the consolidated statements of cash flows.

Receivable and Credit Losses

4 unchanged sentences

The Company performs ongoing credit evaluations of the Company’s customers and maintains an allowance for potential bad debts if

Other receivables, and loan receivables are recognized

and carried at the initial amount when occurred less an allowance for credit losses.

The Company has a policy of reserving for uncollectible

accounts based on the Company’s best estimate of the amount of probable impairment losses in the Company’s existing receivables.

Other receivables are recognized and carried at

the initial amount when occurred less an allowance for credit losses.

The Company has a policy of reserving for uncollectible accounts

based on the Company’s best estimate of the amount of probable impairment losses in the Company’s existing receivables.

Allowances for credit losses are maintained for

6 unchanged sentences

allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the allowance

is classified as “Allowance for (net recovery of) credit losses/doubtful accounts” in the unaudited condensed consolidated

statements of comprehensive income (loss).

The Company determines whether an allowance for doubtful accounts is required by evaluating

specific accounts where information indicates the customers may have an inability to meet financial obligations.

In these cases, the Company

uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers

against amounts due to reduce the receivable to the amount expected to be collected.

These specific allowances are re-evaluated and adjusted

as additional information is received.

is classified as “Allowance for credit losses/doubtful accounts” in the unaudited condensed consolidated statements of comprehensive

The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information

indicates the customers may have an inability to meet financial obligations.

In these cases, the Company uses assumptions and judgment,

based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce

the receivable to the amount expected to be collected.

These specific allowances are re-evaluated and adjusted as additional information

The amounts calculated are analyzed to determine the total amount of the allowance.

may also record a general allowance as necessary.

The Company may also record a general

allowance as necessary.

Direct write-offs are taken in the period when

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The Company has assessed its accounts receivable

including credit terms and corresponding all its accounts receivables as of September 30, 2025.

Allowance for credit losses for accounts

receivable amounted to $ 267,369 and $ 2,785 as of September 30, 2025 and December 31, 2024, respectively.

Accounts receivables of $ 1.34

million and $ 1.15 million have been outstanding for over 90 days as of September 30, 2025 and December 31, 2024, respectively.

for credit losses for other receivables amounted to $ 1,157 and $ 9,519,301 as of September 30, 2025 and December 31, 2024, respectively.

including credit terms and corresponding all its accounts receivable as of March 31, 2026.

Allowance for credit losses on accounts receivable

amounted to $ 660,482 and $ 650,202 as of March 31, 2026 and December 31, 2025, respectively.

Accounts receivable of $ 1.08 million and $ 1.07

million have been outstanding for over 90 days as of March 31, 2026 and December 31, 2025, respectively.

Allowance for credit losses on

other receivables amounted to $ 588,474 and $ 522,406 as of March 31, 2026 and December 31, 2025, respectively.

Allowance for credit losses

on advances to suppliers amounted to $ 2,618,383 and $ 2,577,629 as of March 31, 2026 and December 31, 2025, respectively.

Revenue Recognition

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Historically, customer returns were immaterial.

sales of fast-moving consumer goods was $ 2,060,276 and $ 342 during the nine months ended September 30, 2025 and 2024, respectively.

Provision of trading commission and consulting service

The Company provides stock trading and consulting

services and charges commission and service fees to its customers.

The Company recognizes revenue when such services was rendered to the

Revenue from provision of trading commission and consulting service was $ 421,275 and $ 1,039,985 during the nine months ended

September 30, 2025 and 2024, respectively.

Sales of coal, aluminum ingots, sand and steel

sales of fast-moving consumer goods was $ 112,102 and $ 476,451 during the three months ended March 31, 2026 and 2025, respectively.

Provision of trading commission and consulting services

The Company provides stock trading services and

charges commission and service fees.

The Company recognizes revenue when such services are rendered to customers.

Additionally, the Company

generates revenue from financial advisory services, which primarily consist of fees from private equity placements and initial public

offerings for its customers.

These services are customized with no alternative use.

For projects where the Company has an enforceable

right to payment for performance completed to date, revenue is recognized over time when contract obligations have been performed.

such arrangements, the Company uses the input method to recognize revenue, based on the ratio of actual costs incurred to the total estimated

costs for the contract.

For consulting projects where the Company does not have an enforceable right to payment for performance completed

to date, revenue is recognized at the point in time the projects are completed and accepted by customers.

Revenue from provision of trading

commission and consulting services was $ 100,510 and $ 64,339 during the three months ended March 31, 2026 and 2025, respectively.

Revenue from supply chain financing/trading

The Company recognizes revenue when the receipt

of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred to the customer.

sales of coal, aluminum ingots, sand and steel was $ 1,341 and $ 934,971 during the nine months ended September 30, 2025 and 2024, respectively.

supply chain financing/trading was $ nil and $ 1,341 during the three months ended March 31, 2026 and 2025, respectively.

Property and Equipment

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Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts

and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive loss.

The Company estimated that the residual value

of the Company’s property and equipment ranges from 3 % to 5 %.

Property, plant and equipment are depreciated over their estimated

useful lives as follows:

Property and equipment are depreciated over their estimated useful

lives as follows:

Office equipment, fixtures and furniture 3 - 5 years

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Leasehold improvements Lesser of useful life and lease term

Construction in progress includes property, plant

and equipment in the course of construction for production or for its own use purposes.

Construction in progress is carried at cost less

any recognized impairment loss.

Construction in progress is classified to the appropriate category of property, plant and equipment when

completed and ready for intended use.

Depreciation of these assets, on the same basis as other property assets, commences when the assets

are ready for their intended use.

Expenditures for maintenance and repairs, which

do not materially extend the useful lives of the assets, are charged to expense as incurred.

Expenditures for major renewals and betterments

which substantially extend the useful life of assets are capitalized.

The cost and related accumulated depreciation of assets retired

or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations and

comprehensive loss in other income or expenses.

Intangible Assets

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use if they were pricing the intangible asset.

The useful life of the Company’s intangible assets is ten years , which is determined

The useful life of the Company’s intangible assets is 5 - 10 years, which is determined

by using the time period that an intangible is estimated to contribute directly or indirectly to a Company’s future cash flows.

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The exchange rate the Company used to convert

RMB to USD was 7.11 :1 and 7.19 :1 at the balance sheet dates of September 30, 2025 and December 31, 2024, respectively.

RMB to USD was 6.92 :1 and 7.03 :1 at the balance sheet dates of March 31, 2026 and December 31, 2025, respectively.

The average exchange

1 unchanged sentence

The average exchange rates the Company used to convert RMB to USD

were 7.16 :1 and 7.11 :1 for the nine months ended September 30, 2025 and 2024, respectively.

were 6.95 :1 and 7.18 :1 for the three months ended March 31, 2026 and 2025, respectively.

The exchange rate the Company used to convert

HKD to USD was 7.78 :1 and 7.76 :1 at the balance sheet dates of September 30, 2025 and December 31, 2024.

The average exchange rate for

the period has been used to translate revenues and expenses.

HKD to USD was 7.84 :1 and 7.78 :1 at the balance sheet dates of March 31, 2026 and December 31, 2025.

The average exchange rate for the

period has been used to translate revenues and expenses.

The average exchange rates the Company used to convert HKD to USD were 7.81 :1

and 7.81 :1 for the nine months ended September 30, 2025 and 2024, respectively.

and 7.78 :1 for the three months ended March 31, 2026 and 2025, respectively.

Translation adjustments are reported separately

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relevant government authorities.

The government subsidies of operating nature with no further conditions to be met are recorded of operating

expenses in “Other income” in the unaudited condensed consolidated statements of operations and comprehensive income (loss)

when received.

The government subsidies of operating nature with no further conditions to be met are recorded as operating

expenses in “Other income” in the unaudited condensed consolidated statements of operations and comprehensive loss when received.

The amendments in this update require disclosures

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Fair valued or carried at amortized costs.

As of September

30, 2025 and December 31, 2024, the short-term investments amounted to $ 1,407 and $ 1,391 , respectively.

31, 2026 and December 31, 2025, the short-term investments amounted to $ nil and $ 1,423 , respectively.

Long-term Investments

Long-term investments consist primarily of investments

in debt investment with original maturities between three years and more.

in debt investments with original maturities between three years and more.

Fair valued or carried at amortized costs.

As of September 30,

As of March 31,

2026 and December 31, 2025, the long-term investments amounted to $ 722,606 and $ 711,359 , respectively.

During the nine months ended

September 30, 2025, Company has collected repayment of $ 697,916 (RMB 5.0 million) of the December 31, 2024 debt investment balance.

Company did not recognize an impairment for its long-term investment as all the debt investment is deemed collectible.

During the three months ended March

31, 2026, the Company did not collect any repayment of the December 31, 2025 debt investment balance.

The Company did not recognize an

impairment for its long-term investment as all the debt investments are deemed collectible.

The Company follows ASU No.

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New Accounting Pronouncements

In December 2023, the FASB issued ASU No.

“Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

This ASU requires additional quantitative and qualitative

income tax disclosures to enable financial statements users better assess how an entity’s operations and related tax risks and tax

planning and operational opportunities affect its tax rate and prospects for future cash flows.

The ASU is effective for annual reporting

periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Company adopted this guidance effective July 1, 2025 and the Company is currently evaluating the impact of adopting this ASU on its

financial statements.

In November 2024, the FASB issued ASU No.

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beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted.

The Company is in the

process of evaluating the impact of adopting this new guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU No.

“Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments”.

The amendments provide guidance on accounting for induced conversions of convertible debt instruments.

The amendments are effective for

annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

adoption is permitted for entities that have adopted the amendments in ASU 2020-06.

Early adoption is permitted.

The Company plans to

adopt this guidance effective July 1, 2026 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

The Company plans to adopt

this guidance effective January 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

In May 2025, the FASB issued ASU No.

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Early adoption is permitted.

The Company plans to adopt this guidance effective July 1, 2027 and the Company is currently evaluating the impact of adopting this ASU

on its financial statements.

The Company plans to adopt this guidance effective January 1, 2027 and the Company is currently evaluating the impact of adopting this

ASU on its financial statements.

In May 2025, the FASB issued ASU No.

7 unchanged sentences

The Company plans to adopt

this guidance effective July 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

In July 2025, the FASB issued ASU No.

“Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets”.

This ASU provides a practical expedient for all entities related to the estimation of expected credit losses for current accounts receivable

and current contract assets that arise from transactions accounted for under Topic 606.

The standard is effective for annual periods beginning

after December 15, 2025.

Early adoption of ASU 2025-05 is permitted and should be applied prospectively.

The Company plans to adopt this

guidance effective July 1, 2026 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

Management does not believe that any other recently

this guidance effective January 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

In December 2025, the FASB issued ASU 2025-11,

Interim Reporting (Topic 270):

Narrow-Scope Improvements.

The purpose of this update is to improve the clarity and organization of interim

reporting guidance and to enhance the disclosure requirements applicable to interim financial statements.

ASU 2025-11 does not change

the fundamental principles of interim reporting but clarifies the scope and presentation of required disclosures.

A public business entity

shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2027.

An entity other than a public

business entity shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2028.

plans to adopt this guidance effective January 1, 2028 and the Company is currently evaluating the impact of adopting this ASU on its

financial statements.

In December 2025, the FASB issued ASU 2025-12,

“Codification Improvements”, thirty-three issues are addressed in this Update.

Generally, the amendments in this Update are

not intended to result in significant changes for most entities.

However, the Board recognizes that changes to guidance may result in

accounting changes for some entities.

Therefore, the Board is providing transition guidance for the amendments.

The amendments in this

Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within

those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements

have not yet been issued or made available for issuance.

If an entity adopts the amendments in this Update in an interim period, it must

adopt them as of the beginning of the annual reporting period that includes that interim reporting period.

An entity may elect to early

adopt the amendments on an issue-by-issue basis.

For example, an entity may decide to early adopt certain amendments and adopt the remaining

amendments at the effective date.

An entity should apply the amendments in this Update (except for the amendments to Topic 260, Earnings

Per Share, related to Issue 4) using one of the following transition methods:

Prospectively to all transactions recognized on or after

the date that the entity first applies the amendments 2.

Retrospectively to the beginning of the earliest comparative period presented.

An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement

of financial position) as of the beginning of the earliest comparative period presented.

An entity may elect the transition method on

an issue-by-issue basis.

For example, it may apply certain amendments prospectively while applying others retrospectively.

For the amendments

in this Update to Topic 260 (that is, Issue 4), an entity should apply the amendments retrospectively to each prior reporting period presented

in the period of adoption.

The Company plans to adopt this guidance effectively January 1, 2027 and the Company is currently evaluating

the impact of adopting this ASU on its financial statements.

The Company does not believe that any other recently

issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying unaudited condensed

2 unchanged sentences

Accounts receivable, net, consist of the following:

September 30,

Supply Chain Financing/Trading

Trading Commission and Consulting service

Trading Commission and Consulting services

Fast-Moving Consumer Goods

2 unchanged sentences

concentration of accounts receivable, net of specific allowances for credit losses.

September 30,

Total accounts receivable, net

OTHER RECEIVABLES, NET

As of September 30, 2025, the balance of other

receivables, net was $ 0.31 million receivables from third parties.

As of December 31, 2024, the balance of other receivables, net was

$ 1.49 million deposit paid and prepayments to third parties.

Other receivables, net, consist of the following:

Other receivables (1)

Receivable for prepaid purchases (2)

Unsettled stocks

Interest receivable

Total other receivables, net

(1) Other receivables consist mainly

1) the loan amount to Future Commercial Management (Hainan) Co., Ltd., (“Future Hainan”), which was a subsidiary until

December 16, 2025.

On December 12, 2025, the Company entered into a “Loan Agreement” with Future Hainan, pursuant to which

the Company loaned an amount of $ 9.37 million (RMB 65.88 million) to Future Hainan at the annual interest rate of 5 %.

As of March 31,

2026, the balance of other receivables was $ 9.66 million.

(2) Receivable for prepaid purchases

has been reclassified from “Advance to Suppliers” due to the cancellation of purchase transactions.

INVESTMENT FUNDS

As of September 30, 2025, the balance of investment

As of March 31, 2026, the balance of investment

funds was $ 30.89 million.

The amount pertains of funds held in escrow with a third party for future business acquisition.

The amount pertains of funds held in escrow with a third party for future business acquisitions.

As of the date

of this report, the acquisition transaction has not commenced.

LOAN RECEIVABLES

As of September 30, 2025, the balance of loan

receivables was $ 7.04 million, which were from the following contracts with third parties:

On July 14, 2022, Future Private Equity Fund Management

(Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity

Fund Management (Hainan) Co., Limited loaned an amount of $ 7.04 million (RMB 50 million) to the third party at the annual interest rate

of 8 % from July 15, 2022 to December 31, 2025 , guaranteed by Junde Chen.

To strengthen the liquidity, the Company negotiated with the

borrower to early settle part of the loan.

As of April 17, 2023, the Company has received repayment of $ 4.93 million (RMB 35 million).

As of September 30, 2025, the balance of loan receivables was $ 2.11 million.

The amount of $ 2.11 million (RMB 15 million) will be repaid

within 12 months.

December 8, 2023, Future Private Equity Fund Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 4.93 million (RMB 35

million) to the third party at the annual interest rate of 5 % from December 8, 2023 to

December 8, 2025 .

As of September 30, 2025, the balance of loan receivables was $ 4.93 million.

As of December 31, 2024, the balance of loan receivables

was $ 7.09 million, which was from the following contracts with third parties:

On July 14, 2022, Future Private Equity Fund Management

(Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity

Fund Management (Hainan) Co., Limited loaned an amount of $ 7.02 million (RMB 50 million) to the third party at the annual interest rate

of 8 % from July 15, 2022 to July 14, 2025 , guaranteed by Junde Chen.

To strengthen the liquidity, the Company negotiated with the borrower

to early settle part of the loan.

As of April 17, 2023, the Company has received repayment of $ 4.93 million (RMB 35 million).

As of December

31, 2024, the balance of loan receivables was $ 2.09 million.

The amount of $ 2.09 million (RMB 15 million) will be repaid within 12 months.

December 8, 2023, Future Private Equity Fund Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 4.93 million (RMB 35

million) to the third party at the annual interest rate of 5 % from December 8, 2023 to

December 8, 2025 .

As of December 31, 2024, the balance of loan receivables was $ 4.85 million.

On August 29, 2024, Future Supply Chain (Xi’an)

Co., Ltd entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Supply Chain (Xi’an)

Co., Ltd loaned an amount of $ 0.14 million (RMB 1 million) to the third party at the annual interest rate of 12 % from August 29, 2024 to

November 30, 2025.

As of December 31, 2024, the balance of loan receivables was $ 0.14 million.

The loan was repaid on January 24, 2025.

of this report, the acquisition transaction has not closed.

ADVANCES TO SUPPLIERS AND OTHER CURRENT

1 unchanged sentence

current assets, net consisted of the following:

September 30,

Prepayments for Supply Chain Financing/Trading

Prepayments for Fast-Moving Consumer Goods

Prepaid expenses

Total advances to suppliers and other current assets, net

The Company’s non-cancellable operating

1 unchanged sentence

The Company is the lessee under the terms of the operating leases.

For the nine months ended

September 30, 2025, the operating lease cost was $ 0.16 million.

For the three months ended

March 31, 2026, the operating lease cost was $ 0.05 million.

The Company’s operating leases have remaining

lease terms of approximately 13 months.

As of September 30, 2025, the weighted average remaining lease term and weighted average discount

As of March 31, 2026, the weighted average remaining lease term and weighted average discount

rate were 1.12 years and 4.51 %, respectively.

Maturities of lease liabilities were as follows:

As of September 30,

From October 1, 2025 to September 30, 2026

From October 1, 2026 to September 30, 2027

As of March 31, 2026

From April 1, 2026 to March 31, 2027

From April 1, 2027 to March 31, 2028

amounts representing interest

6 unchanged sentences

whereby lease assets and lease liabilities are not recognized on the balance sheet.

Short term leases cost was nil for the nine months

ended September 30, 2025.

Short-term leases cost was $ 6,036 for the three months

ended March 31, 2026.

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

September 30,

Office equipment, fixtures and furniture

1 unchanged sentence

accumulated depreciation

Construction in progress

Total property and equipment, net

Depreciation expense included in general and administration

expenses for the nine months ended September 30, 2025 and 2024 was $ 77,292 and $ 60,300 , respectively.

expenses for the three months ended March 31, 2026 and 2025 was $ 18,591 and $ 26,205 , respectively.

INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:

September 30,

Trading rights of license plates

1 unchanged sentence

accumulated amortization

Total intangible assets, net

Amortization expense included in general and administration

expenses for the nine months ended September 30, 2025 and 2024 was $ 42,776 and $ 42,776 , respectively.

expenses for the three months ended March 31, 2026 and 2025 was $ 46,258 and $ 14,259 , respectively.

The estimated future amortization is as follows:

As of September 30,

From October 1, 2025 to September 30, 2026

From October 1, 2026 to September 30, 2027

From October 1, 2027 to September 30, 2028

From October 1, 2028 to September 30, 2029

From October 1, 2029 to September 30, 2030

Type 1 and Type 2 licenses by Hong Kong Securities

and Futures Commission have no expiration date and do not require amortization, the amount was $ 128,560 and $ 128,824 .

As of March 31, 2026

From April 1, 2026 to March 31, 2027

From April 1, 2027 to March 31, 2028

From April 1, 2028 to March 31, 2029

From April 1, 2029 to March 31, 2030

From April 1, 2030 to March 31, 2031

ACCOUNT PAYABLES

The amount of account payables consisted of the

September 30,

Trading Commission and Consulting service payment

Trading Commission and Consulting services payment

Fast-Moving Consumer Goods payment

Supply Chain Financing/Trading payment

Total account payables

ACCRUED EXPENSES AND OTHER PAYABLES

1 unchanged sentence

consisted of the following:

September 30,

Legal fee and other professionals

Legal fees and other professionals

Wages and employee reimbursement

Provision for legal case

Total accrued expenses and other payables

In January 2021, FT Global Capital, Inc.

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For the fiscal year ended December

31, 2024, and the nine-month period ended September 30, 2025, the Company paid $ 1.97 million and $ 0.98 million, respectively, towards

the accrued expenses and other payables.

31, 2025 and the three months ended March 31, 2026, the Company paid $ 1.85 million and $ nil , respectively, towards accrued expenses and

other payables.

CONVERTIBLE NOTES PAYABLE

1 unchanged sentence

of the following:

September 30,

Interest expenses

Convertible notes payable I

On December 27, 2023, the Company issued a convertible promissory

note with a principal amount of $ 1.10 million.

On December 27, 2023, the Company issued a convertible

promissory note with a principal amount of $ 1.10 million.

Floor Price was $ 9.088 per share of Common Stock.

The Note was unsecured.

On the date thereof,

the Company shall reserve 500,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of

Common Stock under the Note (the “Share Reserve”).

Lender elected to redeem a portion of the Note in redemption conversion

Lender redemption conversion shares were 237,543 shares, amount $ 625,000 , at a price of $ 2.631 per share in 2024.

Lender redemption

conversion shares were 61,205 shares, amount $ 140,658 , at a price of $ 2.298 per share and 197,541 shares, amount of $ 448,759 , at a price

of $ 2.272 per share in January and September 2025, respectively.

As of September 30, 2025, the balance of this convertible notes payable

the date thereof, the Company shall reserve 125,000 shares of Common Stock from its authorized and unissued Common Stock to provide for

all issuances of Common Stock under the Note (the “Share Reserve”).

The lender elected to redeem a portion of the Note in

redemption conversion shares.

Lender redemption conversion shares were 59,386 shares, amount $ 625,000 , at a price of $ 10.524 per share

Lender redemption conversion shares were 15,301 shares, amount $ 140,658 , at a price of $ 9.193 per share and 49,385 shares, amount

of $ 448,759 , at a price of $ 9.087 per share in January and September 2025, respectively.

As of December 31, 2025, the balance of this

convertible notes payable was $ nil .

Convertible notes payable II

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September 15, 2025, the Company issued 15,000 of the Company’s Common Stock to the Investor as a commitment fee (the “Commitment

All Pre-Paid Purchases will have a 8 % original issue discount (“OID”), and will bear an interest rate of 8 %

July 28, 2025, the Company received its first funding of $ 800,000 as the Initial Pre-Paid Purchase, which is calculated from an original

amount of $ 884,000 , minus a $ 64,000 OID and minus $ 20,000 that covers the Investor’s legal, accounting, and other related costs

under the purchase agreement.

All Pre-Paid Purchases will have an 8 % original issue discount (“OID”), and will bear an interest rate of

8 % per annum.

On July 28, 2025, the Company received its first

funding of $ 800,000 as the Initial Pre-Paid Purchase, which is calculated from an original amount of $ 884,000 , minus a $ 64,000 OID and

minus $ 20,000 that covers the Investor’s legal, accounting, and other related costs under the purchase agreement.

On September 22, 2025, the Company received its

second funding of $ 1,000,000 from the Investor, which is calculated from an original amount of $ 1,080,000 , minus a $ 80,000 OID.

second funding of $ 1,000,000 from the Investor, which is calculated from an original amount of $ 1,080,000 , minus an $ 80,000 OID.

Concurrently, on September 22, 2025, the Company

has issued 1,445,000 Common Stock (the “Pre-Delivery Shares”) according to the agreement to the Investor at par value $ 0.001

issued 361,250 Common Stock (the “Pre-Delivery Shares”) according to the agreement with the Investor at par value $ 0.001 per

The Investor is not permitted to sell, assign, transfer, pledge, encumber, hypothecate or otherwise dispose of (“transfer”)

9 unchanged sentences

The Company assessed the convertible note payable

II under ASC 815, identifying there is embedded conversion features and concluded that the conversion feature satisfied the requirement

II under ASC 815, identifying there are embedded conversion features and concluded that the conversion feature satisfied the requirement

of “fixed-to-fixed” criterion and is considered indexed to the Company’s own stock.

Therefore, the conversion feature

eligible for a scope exception from derivative accounting in accordance with ASC815-10-15-74 and the Company would not bifurcate the conversion

feature, and accounts for the convertible note payable II as a liability in its entirety.

is eligible for a scope exception from derivative accounting in accordance with ASC 815-10-15-74 and the Company would not bifurcate the

conversion feature, and accounts for the convertible note payable II as a liability in its entirety.

The Company recognized the issuance costs and

the discount of convertible note payable II of $ 304,400 as a direct deduction from the face amount of the Convertible Loan II in

accordance with ASC835-30-45-1A.

the discount of the convertible note payable II of $ 304,400 as a direct deduction from the face amount of the Convertible Loan II

in accordance with ASC 835-30-45-1A.

The debt issuance cost was amortized as amortization of debt issuance costs using the effective interest

method, over the Commitment period of the convertible note payable II.

As of September 30, 2025, the Company has received

As of March 31, 2026, the Company has received

an aggregate of $ 1,800,000 from the Investor out of the total $ 10,000,000 committed amount, the balance of convertible notes

1 unchanged sentence

condensed consolidated balance sheets.

The amortization of debt issuance costs was $ 2,925 for the nine months ended September 30, 2025.

As of September 30, 2025, the Company issued a

total of 1,505,000 Common Stock to the Investor, including 60,000 Common Stock as Commitment Shares and 1,445,000 Common Stock as the

Pre-Delivery Shares.

The amortization of debt issuance costs was $ 17,550 for the three months ended March 31, 2026.

As of March 31, 2026, the Company issued a total

of 431,437 shares to the Investor, including 15,000 Common Stock as Commitment Shares, 361,250 Common Stock as Pre-Delivery Shares, and

55,187 shares issued in connection with the Investor’s redemption and conversion.

Such redemption and conversion shares amounted

to $ 100,000 at a price of $ 1.812 per share for the three months ended March 31, 2026.

RELATED PARTY TRANSACTION

As of September 30, 2025, the amounts due from

the related parties were consisted of the following:

(US$) Relationship Note

Kai Li $ 31,807 Corporate legal representative of a subsidiary of the Company Prepaid expenses, interest free and payment on demand.

Chao Li 2,533 Corporate legal representative of a subsidiary of the Company Prepaid expenses, interest free and payment on demand.

Total $ 34,340

As of September 30, 2025, the amounts due to the

related parties were consisted of the following:

As of March 31, 2026, the amounts due to a related

party were consisted of the following:

Name Amount Relationship Note

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Total $ 479,203

As of December 31, 2024, the amount due from the

related parties was consisted of the following:

Name Amount Relationship Note

Hu Li $ 20,000 Chief Executive Officer of the Company Loan receivables*, interest free and payment on demand.

Total $ 20,000

* The related party transactions have been approved by the Company’s

Audit Committee.

As of December 31, 2024, the amount due to the

related parties was consisted of the following:

As of December 31, 2025, the amount due to a related

party was consisted of the following:

Name Amount Relationship Note

Ting Alina Oyang $ 8,871 Chief Financial Officer of the Company Accrued expenses, interest free and payment on demand.

Shanchun Huang $ 596,924 Controlling shareholder Repayment debt on behalf of the Company and payment on demand

Total $ 596,924

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taxes have been made, as the Company had no U.S.

taxable income for the nine months ended September 30, 2025 and 2024.

For the nine months

ended September 30, 2025 and 2024, the Company had current income tax expenses of nil , respectively.

The Company evaluates the level of authority for each uncertain tax

position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized

benefits associated with the tax positions.

For the years ended September 30, 2025, the Company had no unrecognized tax benefits.

to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred

tax assets for certain subsidiaries.

taxable income for the three months ended March 31, 2026 and 2025.

For the three months

ended March 31, 2026 and 2025, the Company had current income tax expenses of nil , respectively.

The Company evaluates the level of authority for

each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures

the unrecognized benefits associated with the tax positions.

For the three months ended March 31, 2026 and 2025, the Company had no unrecognized

tax benefits.

Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to

realize the deferred tax assets for certain subsidiaries.

The amount of unrecognized deferred tax liabilities

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relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.

Effective on January 1, 2008, the PRC Enterprise

Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of 25 % on all domestic-invested enterprises

and foreign-invested enterprises in the PRC, unless they qualify under certain limited exceptions.

The tax rate for pre-tax profits below

RMB 1 million is 2.5 %;

the tax rate for pre-tax profits between RMB 1 million to RMB 3 million is 10 %.

E-Commerce Tianjin, Future Supply

(Chengdu) Co., Ltd.

and Future Big Data (Chengdu) Co., Ltd.

were subject to an enterprise income tax rate of 2.5 % and 10 %.

Other subsidiaries

and VIE were subject to an enterprise income tax rate of 25 %.

Under the Enterprise Income Tax (“EIT”)

Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25 % EIT

rate while preferential tax rates, tax holidays, and even tax exemption may be granted on case-by-case basis.

From January 1,

2023 to December 31, 2027, small and low-profit enterprises with annual taxable income exceeding RMB 1 million but not

more than RMB 3 million, the actual income to be taxed will be further lowered at 25 % of annual taxable income, and the corporate

income tax is paid at the rate of 20 %.

Future Trading (Chengdu) Co.,Ltd.

and Future Information Service (Shenzhen) Co.,Ltd.

and low-profit enterprises for the three months ended March 31, 2026 and 2025,.

and were subject to an enterprise income

tax rate of 5 %.

Other subsidiaries and VIE were subject to an enterprise income tax rate of 25 %.

Future FinTech (Hong Kong) Limited is incorporated

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in accordance with relevant Hong Kong tax laws.

The applicable tax rate is 16.5 % in Hong Kong.

The applicable tax rate is 8.25 % on assessable profits arising in or derived from Hong

Kong up to HKD 2,000,000 and 16.5 % on any part of assessable profits over HKD 2,000,000 .

Reconciliation of the differences between the statutory EIT rate applicable

to profits of the consolidated entities and the income tax expenses of the Company:

September 30,

Loss before taxation

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( 7,634,504 )

( 2,091,853 )

Others, primarily the differences in tax rates

8 unchanged sentences

As of March 10, 2025, the Shares have been issued to the Grantees.

On October 4, 2024, the Compensation Committee

of the Board of Directors of the Company granted 211,000 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s

2023 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”).

closing price of the Company stock was $ 3.18 on October 9, 2023, the Company recorded an expense of $ 0.67 million in the third quarter

of fiscal year 2024.

As of October 9, 2024, the Shares have been issued to the Grantees.

Securities Purchase Agreement

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exercise price of $ 23.75 per share and is not exercisable until June 24, 2021.

As of December 31, 2024 and September 30, 2025, outstanding

warrant has 42,108 shares of the Company’s Common Stock.

Warrants after 1-for -10 reverse stock split in 2025 was 4,211 shares with

an exercise price of $ 118.75 per share.

Underlying Weighted

Exercise Weighted

Shares Price (Years)

Options outstanding at December 31, 2024 4,211 $ 23.75 1.00

Options outstanding at September 30, 2025 4,211 $ 23.75 1.00

Options exercisable at September 30, 2025 4,211 $ 23.75 1.00

On January 5, 2024, the Company entered into a

securities purchase agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a private placement, an

aggregate of 215,054 shares of its common stock, par value $ 0.001 per share at a purchase price of $ 12 per share, for aggregate net proceeds

to the Company of $ 258,064 .

On January 18, 2024, the Company issued 215,054 shares of common stock pursuant to this Agreement.

As of December 31, 2024, outstanding warrants have 42,108

shares of the Company’s Common Stock.

Warrants after 1-for-10 reverse stock split in 2025 and 1-for-4 reverse stock split in 2026

were 1,053 shares with an exercise price of $ 95 per share.

All outstanding warrants have expired as of December 31, 2025.

Common stocks issued in connection with the convertible notes

Convertible notes payable I

On December 27, 2023, the Company entered into

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Lender redemption conversion shares 4,581 , amount $ 40,658 , at a price of $ 8.875

On March 27, 2025, the Company effected a 1-for-10

reverse stock split of the Company’s issued shares and its authorized shares of common stock from 60,000,000 shares to 6,000,000

The share numbers and prices are post-reverse stock split effected on April 1, 2025.

On September 10 and 11, 2025, that Lender elected

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for a total redemption amount of $ 448,759 .

Convertible notes payable II

On July 28, 2025, the Company entered into a Convertible

Notes Agreement (“Agreement”) with an institutional investor (the “Investor”), pursuant to which the Investor

desires to purchase from the Company one or more pre-paid purchases (each a “Pre-Paid Purchase” and together the “Pre-Paid

Purchases”) in the aggregate purchase amount of up to $ 10,000,000 for the purchase of the Company’s common stock.

28, 2025, the Company received its first funding of $ 800,000 as the Initial Pre-Paid Purchase.

On September 22, 2025, the Company received

its second funding of $ 1,000,000 from the Investor.

On September 15, 2025, the Company issued 15,000

of the Company’s Common Stock to the Investor as a commitment fee.

On September 22, 2025, the Company issued 361,250

Common Stock according to the agreement with the Investor at par value $ 0.001 per share.

On January 23, 2026, the Investor elected to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 55,187 , amount $ 100,000 , at a price of $ 1.812

STATUTORY RESERVES AND RESTRICTED NET ASSETS

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The restriction

amounted to $ 25.36 million (RMB 176.10 million) as of September 30, 2025.

Except for the above or disclosed elsewhere, there is no other

restriction on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.

amounted to $ 25.36 million (RMB 176.10 million) as of March 31, 2026.

Except for the above or disclosed elsewhere, there is no other restriction

on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.

DISCONTINUED OPERATIONS

On March 7, 2024, Chain Cloud Mall Network and

Technology (Tianjin) Co., Limited was dissolved and deregistered.

On September 4, 2024, Tianjin Future Private Equity

Fund Management Partnership (Ltd Partnership) was dissolved and deregistered.

The loss on disposal was $ 22.46 .

On October 18, 2024, Nice Talent Asset Management

Limited (“NTAM”) was disposed of for a consideration of $ 0.31 million (HK$ 2.40 million).

The loss on disposal was $ 2.32 million.

On December 6, 2024, FTFT Super Computing Inc.

was disposed of for a consideration of US$ 1.97 million, of which (i) the assumption of the obligations of FTFT Super Computing totaling

$ 973,072.24 and (ii) $ 1,000,000 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

The gain on disposal was $ 3.42 million.

On February 3, 2025, FTFT UK LIMITED, FTFT Finance

UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC (Cayman), Future Fintech Digital

Number One GP, LLC (USA), FTFT Digital Number One, Ltd.(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL

Number One GP, LLC (USA), FTFT Digital Number One, Ltd.

(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL

INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of

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The gain on disposal was $ 28.26 million.

Loss from discontinued operations for the nine

months ended September 30, 2025 and 2024 was as follows:

September 30,

COST OF SALES

On December 16, 2025, Future Commercial Management

(Hainan) Co., Ltd.

was disposed of for a consideration of $ 1.4 million (RMB 10.0 million).

The gain on disposal was $ 52,749 .

Income from discontinued operations for the three months ended March

31, 2026 and 2025 was as follows:

For the Three Months ended

COST OF REVENUES

OPERATING EXPENSES:

General and administrative

Research and development expenses

General and administrative expenses

Selling expenses

Allowance for (net recovery of) credit losses /doubtful accounts

Allowance for credit losses / doubtful accounts

Total operating expenses

OTHER INCOME (EXPENSE)

Interest income

Interest expense

Other income (expense)

Other expense

Total other income, net

Loss from discontinued operations before income tax

( 2,332,202 )

Income tax provision

Loss from discontinued operation before non-controlling interest

Loss from discontinued operations before non-controlling interest

Gain on disposal of discontinued operations

net income (loss) attributable to non-controlling interests

INCOME (LOSS) FROM DISCONTINUED OPERATION

$ ( 661,957 )

$ ( 1,599,489 )

The major components of assets and liabilities

related to discontinued operations are summarized below:

September 30,

Cash and cash equivalents

Other receivables, net

Advances to suppliers and other current assets, net

Property and equipment, net

Right of use assets - operation lease

Total assets related to discontinued operations

Accrued expenses and other payables

Amount due to related parties

Lease liability - operation lease

Total liabilities related to discontinued operations

net income attributable to non-controlling interests

INCOME FROM DISCONTINUED OPERATIONS

SEGMENT REPORTING

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Consequently, the Company has reorganized its operations into the following three reportable

(1) Fast-Moving Consumer Goods (FMCG), (2) Trading Commission and Consulting service and (3) supply chain financing service

(1) Fast-Moving Consumer Goods (FMCG), (2) Trading Commission and Consulting services and (3) supply chain financing service

and trading business.

4 unchanged sentences

The Company began to provide brokerage services in October 2023.

During the first quarter of fiscal year 2025, the Company

During the last quarter of fiscal year 2024, the Company

commenced operations in the Fast-Moving Consumer Goods (FMCG) sector.

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of each reportable segment.

Three months ended September 30, 2025

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

Three months ended September 30, 2024

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

Nine months ended September 30, 2025

For the three months ended March 31, 2026

Reportable segment revenue

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Segment gross profit

Nine months ended September 30, 2024

For the three months ended March 31, 2025

Reportable segment revenue

3 unchanged sentences

Loss before Income Tax:

Three Months Ended

September 30,

Nine Months Ended

September 30,

For the Three Months Ended

Supply Chain Financing/Trading

Fast-Moving Consumer Goods

Trading Commission and Consulting service

Trading Commission and Consulting services

Corporate and Unallocated

3 unchanged sentences

$ ( 30,538,015 )

$ ( 31,058,936 )

$ ( 8,367,411 )

Segment assets as of September 30, 2025 and December

September 30,

Segment assets as of March 31, 2026 and December

Supply Chain Financing/Trading

Fast-Moving Consumer Goods

Trading Commission and Consulting service

Trading Commission and Consulting services

Corporate and Unallocated

Assets related to discontinued operation

DEBT RESTRUCTURING

During the nine months ended September 30, 2025,

the Company entered into troubled debt restructurings with FT Global (“the Creditor”) due to financial difficulties.

During the year ended December 31, 2025, the Company

entered into troubled debt restructurings with FT Global (“the Creditor”) due to financial difficulties.

On June 17, 2025,

the Company entered into a settlement and forbearance agreement (“the Agreement”) with FT Global.

Pursuant to the

Agreement, the company was required to pay an aggregate settlement amount of $ 4.0 million and issue a total of 1,700,000 shares of common

stock, among which, (i) $ 0.5 million was paid no later than June 20, 2025, (ii) $ 1.0 million, $ 1.3 million and $ 1.2 million shall be paid

within six months, twelve months and eighteen months after signing of the Agreement, respectively, (iii) 60,000 shares and 340,000 shares

of common stock were issued on June 30, 2025 and July 2, 2025, respectively, and (iv) 650,000 shares and 650,000 shares of common stock

shall be issued no earlier than six months and twelve months following the agreement’s effective date, respectively.

As of September

30, 2025, a total of 400,000 shares of common stock had been issued and an aggregate amount of $ 0.95 million had been repaid to the Creditor.

Pursuant to the Agreement,

the company was required to pay an aggregate settlement amount of $ 4.0 million and issue a total of 425,000 shares of common stock, among

which, (i) $ 0.5 million was paid no later than June 20, 2025, (ii) $ 1.0 million, $ 1.3 million and $ 1.2 million shall be paid within six

months, twelve months and eighteen months after signing of the Agreement, respectively, (iii) 246,986 shares of common stock were issued

from June 30, 2025 to February 13, 2026, respectively, and (iv) 15,514 shares and 162,500 shares of common stock shall be issued no earlier

than six months and twelve months following the agreement’s effective date, respectively.

As of March 31, 2026, a total of 246,986

shares of common stock had been issued and an aggregate amount of $ 1.85 million had been repaid to the Creditor.

The Company derecognized the amount previously

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recognized a gain of $ 3.07 million which was recorded as gain on debt restructuring on the unaudited condensed consolidated statement

of operations and comprehensive income (loss).

of operations and comprehensive loss.

COMMITMENTS AND CONTINGENCIES

with FT Global Litigation

In January 2021, FT Global Capital, Inc.

Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia.

FT Global served the complaint upon the Company in January 2021.

In the complaint, FT Global alleges claims, most of which attempt to

hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT

Global and the Company in July 2020 which had a term of three months.

FT Global claims that the Company failed to compensate FT Global

for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent

Allegedly, the exclusive placement agent agreement required the Company to pay FT Global for capital received during the term

of the agreement and for the 12-month period following the termination of the agreement involving any investors that FT Global introduced

and/or wall-crossed to the Company.

However, the Company believes the securities purchase transactions at issue did not involve the one

investor which FT Global introduced or wall-crossed to the Company during the term of the agreement.

FT Global claims approximately $ 7,000,000

in damages and attorneys’ fees.

The Company timely removed the case to the United

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

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

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

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

The Court denied the Company’s motion

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

agent agreement;

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

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

court concluded that additional information can be obtained through discovery.

The trial began on April 8, 2024 and ended on April 11,

2024, on which date the jury returned a verdict in favor of FT Global.

On April 11, 2024, the Court entered a judgment awarding FT Global

$ 8,875,265.31 and on April 16, 2024, the Court issued an amended judgment, awarding FT Global $ 10,598,379.93 , which includes $ 7,895,265.31

in damages, $ 1,723,114.62 in prejudgment interest, and $ 980,000.00 in attorney’s fees.

On May 9, 2024, the Company filed a post-trial

motion to set aside the jury verdict and for a new trial and the Court denied the motion on March 3, 2025.

The Company filed a notice

of appeal to appeal the judgement to the United States Court of Appeals for the Eleventh Circuit on April 2, 2025.

The Company will seek

to have the judgment overturned on appeal.

The Company’s opening brief in the appeal is due on June 11, 2025.

FT Global has registered the Court’s judgment

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

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

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

(iv) the corporate seal of Global Key Shared Mall Ltd.;

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

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 (before 1 for 10 reverse stock split effected by the Company on April 1, 2025) unissued shares

of the Company’s common stock for sale to satisfy the judgement.

On April 30, 2025, the Company received an order from the NY Court

to turn over its unissued shares to U.S.

Marshal for auction.

The transfer agent of the Company has issued 1,951,443 shares of common

stock in the name of the United States Marshals Service.

On June 17, 2025, the Company entered into a settlement

and forbearance agreement with FT Global.

(See Note 20.

DEBT RESTRURING)

Shareholders Lawsuit (LaBelle and Janzen)

1 unchanged sentence

action filed in January 2024 and is pending in the District of New Jersey.

Denise LaBelle (“Plaintiff”) alleges that the Company

and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially false or misleading

Denise LaBelle (“Plaintiff”) alleges that the

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

statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of the Company, Mr.

2 unchanged sentences

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

Huang has denied

the allegations of trading before he became CEO.

Plaintiff claims that these alleged misstatements caused the Company’s stock to

trade at artificially inflated prices, harming investors when the truth was revealed.

The lead plaintiff and lead counsel were appointed

in September 2024.

The Company was served in September 2024, and the Plaintiff is currently seeking substituted service on the individual

Once the service is resolved, the Plaintiff is expected to file an amended complaint, which the Company and other defendants

intend to move to dismiss.

denied the allegations of trading before he became CEO.

Plaintiff claims that these alleged misstatements caused the Company’s

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

The lead plaintiff and lead counsel were

appointed in September 2024.

The Company was served in September 2024.

On July 28, 2025, the Plaintiff filed an amended complaint.

(Future FinTech, Huang, and individual officers) filed a Rule 12(b)(6) motion to dismiss the amended complaint, later submitting an errata/amended

version of the motion.

Huang asserts in his Motion to Dismiss that service of process was defective because Plaintiff failed to comply

with the Hague Convention despite knowing Huang’s foreign residence, thus depriving the Court of personal jurisdiction under Rule

Among other arguments, all Defendants assert in their Motions to Dismiss that the Amended Complaint fails to meet the heightened

pleading standards of the PSLRA and Rules 9(b) and 12(b)(6) because it merely repackages unproven SEC allegations and does not plausibly

allege that Mr.

Huang executed or knew of any trades, engaged in manipulative conduct, or acted with scienter.

The Janzen action is a consolidated shareholder

21 unchanged sentences

Customer concentration risk

For the nine months ended September 30, 2025,

two customers accounted for 11.13 % and 10.32 % of the Company’s total revenue.

For the nine months ended September 30, 2024, two

customers accounted for 40.76 % and 22.63 % of the Company’s total revenues.

For the three months ended March 31, 2026, two

customers accounted for 22.19 % and 11.29 % of the Company’s total revenue, respectively.

For the three months ended March 31, 2025,

no customer individually represented greater than 10% of the Company’s total revenues.

Vendor concentration risk

For the nine months ended September 30, 2025,

two vendors accounted for 54.57 % and 42.40 % of the Company’s total purchases.

For the nine months ended September 30, 2024, one

vendor accounted for 95.21 % of the Company’s total purchases.

For the three months ended March 31, 2026, two

vendors accounted for 41.84 % and 33.69 % of the Company’s total purchases, respectively.

For the three months ended March 31, 2025,

one vendor accounted for 71.19 % of the Company’s total purchases.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through

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

What changed 10-Q

Item 1. Financial Statements