Future FinTech Group Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number: 001-34502 Future FinTech Group Inc. (Exact name of registrant as specified in its charter) Florida 98-0222013 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 02B-03A, 23/F , Sino Plaza , 255-257 Gloucester Road Causeway Bay , Hong Kong (Address of principal executive offices including zip code) 888 - 622-1218 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share FTFT The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No. Class Outstanding on August 13, 2026 Common Stock, $0.001 par value per share 32,246,443 shares TABLE OF CONTENTS PART I. FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 3. Quantitative and Qualitative Disclosures about Market Risk 44 Item 4. Controls and Procedures 44 PART II. OTHER INFORMATION 45 Item 1. Legal Proceedings 45 Item 1A. Risk Factors 46 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 46 Item 3. Defaults upon Senior Securities 46 Item 4. Mine Safety Disclosure 46 Item 5. Other Information 46 Item 6. Exhibits 47 SIGNATURES 48 i PART I. FINANCIAL INFORMATION Item 1. Financial Statements FUTURE FINTECH GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, 2026 December 31, 2025 CURRENT ASSETS Cash and cash equivalents $ 1,921,601 $ 2,396,619 Restricted cash 2,295,466 2,680,545 Short - term investments - 1,423 Accounts receivable, net 686,531 605,236 Other receivables, net 10,773,087 10,880,977 Contract assets 1,436 1,436 Investment funds 31,386,307 30,413,300 Advances to suppliers and other current assets, net 3,630,921 3,780,896 Amount due from a related party 1,688 - TOTAL CURRENT ASSETS 50,697,037 50,760,432 NON-CURRENT ASSETS Property and equipment, net 116,854 149,904 Right of use assets - operating lease, net 143,860 203,828 Intangible assets, net 407,712 475,466 Debt investment 734,117 711,359 Long-term receivable, net 841,849 986,345 TOTAL NON-CURRENT ASSETS 2,244,392 2,526,902 TOTAL ASSETS $ 52,941,429 $ 53,287,334 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 2,302,979 $ 3,261,785 Accrued expenses and other payables 1,411,982 2,219,258 Advances from customers 184,910 223,472 Convertible notes payable 3,031,693 1,734,044 Lease liability - current 127,545 174,423 Amounts due to a related party 500,298 596,924 TOTAL CURRENT LIABILITIES 7,559,407 8,209,906 NON-CURRENT LIABILITIES Other non-current liabilities 948,819 1,088,809 Lease liability-non-current 5,587 30,929 TOTAL NON-CURRENT LIABILITIES 954,406 1,119,738 TOTAL LIABILITIES $ 8,513,813 $ 9,329,644 STOCKHOLDERS’ EQUITY Common stock, $ 0.001 par value; 37,500,000 shares authorized; 1,868,177 shares and 1,262,082 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively* 1,869 1,262 Additional paid-in capital 273,260,564 271,048,671 Statutory reserve 98,357 98,357 Accumulated deficits ( 226,710,555 ) ( 223,505,599 ) Accumulated other comprehensive loss ( 2,222,619 ) ( 3,685,001 ) TOTAL STOCKHOLDERS’ EQUITY 44,427,616 43,957,690 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 52,941,429 $ 53,287,334 * All shares and per share data have been retroactively restated to reflect the reverse stock splits effected on April 1, 2025, January 8, 2026 and July 10, 2026. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 FUTURE FINTECH GROUP INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 333,409 $ 594,460 $ 546,021 $ 1,136,591 Cost of revenue 139,577 415,402 278,986 886,507 Gross profit 193,832 179,058 267,035 250,084 Operating Expenses General and administrative expenses 630,703 852,026 2,032,562 2,422,126 Stock-based compensation expenses 1,387,500 - 1,387,500 1,085,000 Selling expenses 76,923 249,048 212,103 440,678 Allowance for (net recovery of) credit losses/doubtful accounts 484 393,651 ( 138,456 ) 28,254,490 Total operating expenses 2,095,610 1,494,725 3,493,709 32,202,294 Loss from operations ( 1,901,778 ) ( 1,315,667 ) ( 3,226,674 ) ( 31,952,210 ) Other income (expenses) Interest income 126,337 12,930 250,233 35,459 Interest expenses ( 139,924 ) ( 7,241 ) ( 198,099 ) ( 15,042 ) Amortization of debt issuance costs ( 17,550 ) - ( 35,100 ) - Gain on debt restructuring - 3,071,827 - 3,071,827 Other income (expenses), net 3,087 ( 19,012 ) 4,684 64,788 Total other income (expenses) ( 28,050 ) 3,058,504 21,718 3,157,032 Income (Loss) from continuing operations before income tax ( 1,929,828 ) 1,742,837 ( 3,204,956 ) ( 28,795,178 ) Income tax provision - - - - Deferred income tax - - - - Income (Loss) from continuing operations ( 1,929,828 ) 1,742,837 ( 3,204,956 ) ( 28,795,178 ) Discontinued operations Income (Loss) from discontinued operations - 108,943 - ( 319,122 ) Gain on disposal of discontinued operations - - - 28,258,798 NET INCOME (LOSS) $ ( 1,929,828 ) $ 1,851,780 $ ( 3,204,956 ) $ ( 855,502 ) Less: Net income attributable to non-controlling interests of discontinued operations - - - 1,866,066 Less: Net loss attributable to non-controlling interests of continued operations - - - - Net income (loss) attributable to Future Fintech Group, Inc. $ ( 1,929,828 ) $ 1,851,780 $ ( 3,204,956 ) $ ( 2,721,568 ) Other comprehensive income (loss) Income (Loss) from continuing operations $ ( 1,929,828 ) $ 1,742,837 $ ( 3,204,956 ) $ ( 28,795,178 ) Foreign currency translation - continuing operations 724,137 17,863 1,462,382 ( 177,417 ) Comprehensive Income (Loss) - continuing operations $ ( 1,205,691 ) $ 1,760,700 $ ( 1,742,574 ) $ ( 28,972,595 ) Income from discontinued operations $ - $ 108,943 $ - $ 27,939,676 Foreign currency translation - discontinued operations - 2,781 - ( 174,942 ) Comprehensive Income - discontinued operations $ - $ 111,724 $ - $ 27,764,734 Comprehensive Income (Loss) $ ( 1,205,691 ) $ 1,872,424 $ ( 1,742,574 ) $ ( 1,207,861 ) Comprehensive income attributable to non-controlling interests of continuing operations - - - - Comprehensive income attributable to non-controlling interests of discontinued operations - - - 1,866,066 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO Future Fintech Group, Inc. $ ( 1,205,691 ) $ 1,872,424 $ ( 1,742,574 ) $ ( 3,073,927 ) Basic earnings (loss) per share: Basic earnings (loss) per share from continuing operations $ ( 1.26 ) $ 9.15 $ ( 2.27 ) $ ( 162.66 ) Basic earnings per share from discontinued operations - 0.57 - 147.29 $ ( 1.26 ) $ 9.72 $ ( 2.27 ) $ ( 15.37 ) Diluted earnings (loss) per share: Diluted earnings (loss) per share from continuing operations $ ( 1.26 ) $ 9.14 $ ( 2.27 ) $ ( 162.66 ) Diluted earnings per share from discontinued operations - 0.57 - 147.07 $ ( 1.26 ) $ 9.71 $ ( 2.27 ) $ ( 15.59 ) Weighted average number of shares outstanding Basic* 1,528,063 190,415 1,409,622 177,024 Diluted* 1,528,063 190,678 1,409,622 177,287 * All shares and per share data have been retroactively restated to reflect the reverse stock splits effected on April 1, 2025, January 8, 2026 and July 10, 2026. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Future Fintech Group, Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) Three Months ended June 30, 2025 Additional Accumulative other Common stock paid-in Statutory Accumulated comprehensive Shares* Amount capital reserve Deficits Income (loss) Total Balance at March 31, 2025 188,081 $ 188 $ 238,724,093 $ 98,357 $ ( 223,458,882 ) $ ( 4,441,655 ) $ 10,922,101 Issuance of common stocks-conversion of debt 3,750 4 64,196 - - - 64,200 Effect of rounding fractional shares into whole shares upon reverse stock split 2,593 3 ( 3 ) - - - - Pending Equity Settlement - - 1,688,964 - - - 1,688,964 Net income from continuing operations - - - - 1,742,837 - 1,742,837 Net income from discontinued operations - - - - 108,943 - 108,943 Disposition of discontinued operations - - - - - 2,781 2,781 Foreign currency translation adjustment - - - - - 17,863 17,863 Balance at June 30, 2025 194,424 $ 195 $ 240,477,250 $ 98,357 $ ( 221,607,102 ) $ ( 4,421,011 ) $ 14,547,689 Three Months ended June 30, 2026 Additional Accumulative other Common stock paid-in Statutory Accumulated comprehensive Shares* Amount capital reserve Deficits Income (loss) Total Balance at March 31, 2026 1,310,136 $ 1,310 $ 271,148,623 $ 98,357 $ ( 224,780,727 ) $ ( 2,946,756 ) $ 43,520,807 Issuance of common stocks-conversion of debt 199,920 200 724,800 - - - 725,000 Issuance of common stocks - debt restructuring 45,621 46 ( 46 ) - - - - Share-based payments-omnibus equity plan 312,500 313 1,387,187 - - - 1,387,500 Net loss from continuing operations - - - - ( 1,929,828 ) - ( 1,929,828 ) Foreign currency translation adjustment - - - - - 724,137 724,137 Balance at June 30, 2026 1,868,177 $ 1,869 $ 273,260,564 $ 98,357 $ ( 226,710,555 ) $ ( 2,222,619 ) $ 44,427,616 3 Six Months ended June 30, 2025 Additional Accumulative other Common stock paid-in Statutory Accumulated comprehensive Non-controlling Shares* Amount capital reserve Deficits Income (loss) interests Total Balance at December 31, 2024 152,943 $ 153 $ 237,498,470 $ 98,357 $ ( 218,885,534 ) $ ( 4,248,561 ) $ ( 1,866,066 ) $ 12,596,819 Issuance of common stocks-conversion of debt 7,575 8 204,850 - - - - 204,858 Effect of rounding fractional shares into whole shares upon reverse stock split 2,656 3 ( 3 ) - - - - - Net loss from continuing operations - - - - ( 28,795,178 ) - - ( 28,795,178 ) Net loss from discontinued operations - - - - ( 319,122 ) - - ( 319,122 ) Share-based payments-omnibus equity plan 31,250 31 1,084,969 - - - - 1,085,000 Pending Equity Settlement - - 1,688,964 - - - - 1,688,964 Foreign currency translation adjustment - - - - - ( 177,417 ) - ( 177,417 ) Disposition of discontinued operations - - - - 26,392,732 4,967 1,866,066 28,263,765 Balance at June 30, 2025 194,424 $ 195 $ 240,477,250 $ 98,357 $ ( 221,607,102 ) $ ( 4,421,011 ) $ - $ 14,547,689 Six Months ended June 30, 2026 Additional Accumulative other Common stock paid-in Statutory Accumulated comprehensive Shares* Amount capital reserve Deficits Income (loss) Total Balance at December 31, 2025 1,262,082 $ 1,262 $ 271,048,671 $ 98,357 $ ( 223,505,599 ) $ ( 3,685,001 ) $ 43,957,690 Issuance of common stocks-conversion of debt 213,717 214 824,786 - - - 825,000 Issuance of common stocks - debt restructuring 79,867 80 ( 80 ) - - - - Effect of rounding fractional shares into whole shares upon reverse stock split 11 - - - - - - Net loss from continuing operations - - - - ( 3,204,956 ) - ( 3,204,956 ) Share-based payments-omnibus equity plan 312,500 313 1,387,187 - - - 1,387,500 Foreign currency translation adjustment - - - - - 1,462,382 1,462,382 Balance at June 30, 2026 1,868,177 $ 1,869 $ 273,260,564 $ 98,357 $ ( 226,710,555 ) $ ( 2,222,619 ) $ 44,427,616 All shares and per share data have been retroactively restated to reflect the reverse stock splits effected on April 1, 2025, January 8, 2026 and July 10, 2026. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 FUTURE FINTECH GROUP INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net loss $ ( 3,204,956 ) $ ( 855,502 ) Net income from discontinued operations - 27,939,676 Net loss from continuing operations ( 3,204,956 ) ( 28,795,178 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 37,172 50,971 Amortization of debt issuance costs 35,100 - Amortization 66,861 14,259 Allowance for (Net recovery of) credit losses/doubtful accounts ( 138,456 ) 28,254,490 Share-based payments 1,387,500 1,085,000 Gain on debt restructuring - ( 3,071,827 ) Interest expenses related to convertible note 87,549 13,651 Changes in operating assets and liabilities: Accounts receivable ( 81,295 ) 445,361 Other receivables 403,023 ( 27,951,895 ) Advances to suppliers and other current assets 149,975 34,083 Operating lease assets and liabilities ( 12,252 ) ( 736 ) Accounts payable ( 958,806 ) 2,282,066 Accrued expenses and other payables ( 807,276 ) 8,097,469 Advances from customers ( 38,562 ) ( 13,703 ) Other non-current liabilities ( 139,990 ) 1,088,809 Net cash used in operating activities from continuing operations ( 3,214,413 ) ( 18,467,180 ) Net cash provided by operating activities from discontinued operations - 19,037,420 Cash flows from investing activities: Debt investment - 236,638 Payment for short term Investments ( 29,014 ) - Redemption of short-term investments 30,465 - Repayment of loan receivable - 139,199 Net cash provided by investing activities from continuing operations 1,451 375,837 Net cash provided by investing activities from discontinued operations - - Cash flows from financing activities: Proceeds from convertible notes payable 2,000,000 - Payment made for amounts due from a related party ( 1,688 ) ( 4,322 ) Repayment of amounts due to a related party ( 96,626 ) ( 8,871 ) Net cash provided by (used in) financing activities from continuing operations 1,901,686 ( 13,193 ) Net cash provided by financing activities from discontinued operations - - Effect of exchange rate changes on cash, cash equivalents and restricted cash 451,179 88,297 Net increase (decrease) in cash, cash equivalents and restricted cash ( 860,097 ) 1,021,181 Cash, cash equivalents and restricted cash at beginning of period 5,077,164 4,765,111 Cash, cash equivalents and restricted cash at end of period 4,217,067 5,786,292 Less: cash, cash equivalents and restricted cash from the discontinued operations, end of period - - Cash, cash equivalents and restricted cash, from the continuing operations end of period $ 4,217,067 $ 5,786,292 Noncash activity Issuance of common stocks for conversion of debts $ 825,000 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 FUTURE FINTECH GROUP INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. CORPORATE INFORMATION Future FinTech Group Inc. (the “Company”) is a holding company incorporated under the laws of the State of Florida. The Company has historically been engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China, the Company has transformed its business from fruit juice manufacturing and distribution to financial technology related service businesses. The main business of the Company includes supply chain financing services and trading in China. The Company also expanded into brokerage and investment banking business in Hong Kong. The Company had a contractual arrangement with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and business since 2021 due to the negative impact caused by COVID-19. The Company started the process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authorities on March 7, 2024. 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 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 not issued. The amendment to the Articles of Incorporation of the Company took effect at 1:00 p.m. E.T. 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 p.m. E.T. on January 8, 2026. On July 8, 2026, the Company filed Articles of Amendment (the “Amendment III”) to its Second Amended and Restated Articles of Incorporation with the Florida Department of State, Division of Corporations. As a result of the Amendment III, the Company has authorized and approved a 1-for-4 reverse stock split of the Company’s authorized shares of common stock from 150,000,000 shares to 37,500,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split III”). 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 III and no fractional shares were issued in connection with the Reverse Stock Split III, 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 III. 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 III took effect at 4:00 p.m. E.T. on July 10, 2026. All of the reverse stock splits described above have been reflected in the accompanying unaudited condensed consolidated financial statements, including in share and per share data, for all periods presented. 6 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and 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 June 30, 2026 and the results of operations and cash flows for the periods ended June 30, 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 and six months ended June 30, 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 included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2025 as 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 currency; 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. The power to 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 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 INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of US$ 25,000 after a court auction sale. The gain on disposal was $ 28.26 million. 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. 7 Segment Information The Company classified 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 financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but are not limited to, the expected credit losses for receivables, estimated useful life and residual value of property and equipment, impairment of long-lived assets, provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the Company’s condensed consolidated financial statements. Going Concern The Company’s financial statements are prepared assuming that the Company will continue as a going concern. The Company incurred operating losses and had negative operating cash flows and may continue to incur operating losses and generate negative cash flows as the Company implements its future business plan. The Company’s operating losses from continuing operations amounted to $ 3.20 million, and it had negative operating cash flows from continuing operations of $ 3.21 million for the six months ended June 30, 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. In July 2026, the Company received aggregate gross proceeds of $ 30,000,000 from a private placement of its common stock, as described in Note 23. 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 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 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. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. 8 Fair Value of Financial Instruments The Company has adopted FASB ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following: 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. 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, restricted cash and short-term investments are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices. Earnings (Loss) Per Share Under ASC 260-10, Earnings Per Share , basic EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of Common Stock outstanding for the period. Diluted EPS is calculated by using the treasury stock method, assuming conversion of all potentially dilutive securities, such as stock options and warrants. Under this method, (i) exercise of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii) the proceeds from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted EPS computation. The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table. For the six months ended June 30, 2026: Loss Shares Per share amount Loss from continuing operations attributable to Future Fintech Group, Inc. $ ( 3,204,956 ) 1,409,622 $ ( 2.27 ) Income from discontinued operations attributable to Future Fintech Group, Inc. $ - - $ - Basic and Diluted EPS: Loss to common stockholders from continuing operations $ ( 3,204,956 ) 1,409,622 $ ( 2.27 ) Income available to common stockholders from discontinued operations $ - - $ - 9 For the six months ended June 30, 2025: Income (Loss) Shares Per share amount Loss from continuing operations attributable to Future Fintech Group, Inc. $ ( 28,795,178 ) 177,024 $ ( 162.66 ) Income from discontinued operations attributable to Future Fintech Group, Inc. $ 26,073,610 177,024 $ 147.29 Basic EPS: Loss to common stockholders from continuing operations $ ( 28,795,178 ) 177,024 $ ( 162.66 ) Income available to common stockholders from discontinued operations $ 26,073,610 177,024 $ 147.29 Diluted EPS: Warrants - 263 - 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. $ ( 28,795,178 ) 177,287 $ ( 162.66 ) Diluted income per share is calculated by taking net income, divided by the diluted weighted average common shares outstanding from discontinued operations $ 26,073,610 177,287 $ 147.07 For the three months ended June 30, 2026: Loss Shares Per share amount Loss from continuing operations attributable to Future Fintech Group, Inc. $ ( 1,929,828 ) 1,528,063 $ ( 1.26 ) Income from discontinued operations attributable to Future Fintech Group, Inc. $ - - $ - Basic and Diluted EPS: Loss to common stockholders from continuing operations $ ( 1,929,828 ) 1,528,063 $ ( 1.26 ) Income to common stockholders from discontinued operations $ - - $ - 10 For the three months ended June 30, 2025: Income Shares Per share amount Income from continuing operations attributable to Future Fintech Group, Inc. $ 1,742,837 190,415 $ 9.15 Income from discontinued operations attributable to Future Fintech Group, Inc. $ 108,943 190,415 $ 0.57 Basic EPS: Income available to common stockholders from continuing operations $ 1,742,837 190,415 $ 9.15 Income available to common stockholders from discontinued operations $ 108,943 190,415 $ 0.57 Diluted EPS: Warrants - 263 - Diluted income per share is calculated by taking net income, divided by the diluted weighted average common shares outstanding. Diluted net income per share equals basic net income per share because the effect of securities convertible into common shares is anti-dilutive $ 1,742,837 190,678 $ 9.14 Diluted income per share is calculated by taking net income, divided by the diluted weighted average common shares outstanding. $ 108,943 190,678 $ 0.57 Cash and Cash Equivalents Cash and cash equivalents included cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. Deposits in banks in the PRC are only insured by the government up to RMB 500,000 , in the HK are only insured by the government up to HKD 800,000 , in the United States of America are only insured by the Federal Deposit Insurance Corporation up to USD 250,000 , and are consequently exposed to risk of loss. The Company believes the probability of a bank failure, causing loss to the Company, is remote. Cash that is restricted as to withdrawal for use 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. Restricted Cash Restricted cash mainly consists of funds deposited in securities trading accounts. The use of such balances is contractually restricted and limited to settlement for securities transactions, and cannot be transferred freely for daily operational disbursements. Restricted cash is classified as current assets if the restrictions are expected to be lifted within twelve months from the reporting date; otherwise, classified as non-current assets. Restricted cash is measured at stated principal amounts. Interest earned on restricted cash is recogni zed in interest income when earned. As of June 30, 2026 and December 31, 2025, the balance of restricted cash amounted to $ 2,295,466 and $ 2,680,545 , respectively. 11 Receivable and Credit Losses Accounts receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount. The Company has a policy of reserving for uncollectible accounts based on the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company performs ongoing credit evaluations of the Company’s customers and maintains an allowance for potential bad debts if required. 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 expected credit losses resulting from the Company’s customers’ inability to make required payments. The allowances are based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records the 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 credit losses/doubtful accounts” in the unaudited condensed consolidated statements of operations and 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. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary. Direct write-offs are taken in the period when the Company has exhausted the Company’s efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts. The Company has assessed its accounts receivable including credit terms and corresponding all its accounts receivable as of June 30, 2026. Allowance for credit losses on accounts receivable amounted to $ 671,004 and $ 650,202 as of June 30, 2026 and December 31, 2025, respectively. Accounts receivable of $ 1.17 million and $ 1.07 million have been outstanding for over 90 days as of June 30, 2026 and December 31, 2025, respectively. Allowance for credit losses on other receivables amounted to $ 597,849 and $ 522,406 as of June 30, 2026 and December 31, 2025, respectively. Allowance for credit losses on advances to suppliers amounted to $ 2,660,095 and $ 2,577,629 as of June 30, 2026 and December 31, 2025, respectively. Revenue Recognition The Company applies the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. The Company allocates the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers. The Company does not make any significant judgment in evaluating when control is transferred. Revenue is recorded net of value-added tax. 12 Revenue recognition is as follows: Sales of fast-moving consumer goods The Company operates an e-commerce platform specializing in fast-moving consumer goods. For sales transacted through the Company’s online stores in mainland China, the standard return policy permits customers to return eligible products within seven days of purchase. Historically, customer returns were immaterial. Revenue from sales of fast-moving consumer goods was $ 212,367 and $ 864,135 during the six months ended June 30, 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. For 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 $ 333,654 and $ 271,115 during the six months ended June 30, 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. Revenue from supply chain financing/trading was $ nil and $ 1,341 during the six months ended June 30, 2026 and 2025, respectively. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expensed as incurred. 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). The Company estimated that the residual value of the Company’s property and equipment ranges from 3 % to 5 %. Property and equipment are depreciated over their estimated useful lives as follows: Office equipment, fixtures and furniture 3 - 5 years Vehicle 5 years Leasehold improvements Lesser of useful life and lease term 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 unaudited condensed consolidated statements of operations and comprehensive income (loss) in other income or expenses. 13 Intangible Assets Acquired intangible assets are recognized based on their cost to the Company, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the Company’s book. These assets are amortized over their useful lives if the assets are deemed to have a finite life and they are reviewed for impairment by testing for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The fair value of an intangible asset is the amount that would be determined if the entity used the assumptions that market participants would use if they were pricing the intangible asset. The useful life of the Company’s intangible assets is ten 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. Foreign Currency and Other Comprehensive Income (Loss) The financial statements of the Company’s foreign subsidiaries are measured using the local currency as the functional currency; however, the reporting currency of the Company is the USD. Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate at the balance sheet dates, while equity accounts are translated using the historical exchange rate. The exchange rate the Company used to convert RMB to USD was 6.81 :1 and 7.03 :1 at the balance sheet dates of June 30, 2026 and December 31, 2025, respectively. The average exchange rate for the period has been used to translate revenues and expenses. The average exchange rates the Company used to convert RMB to USD were 6.89 :1 and 7.18 :1 for the six months ended June 30, 2026 and 2025, respectively. The exchange rate the Company used to convert HKD to USD was 7.84 :1 and 7.78 :1 at the balance sheet dates of June 30, 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 7.82 :1 and 7.79 :1 for the six months ended June 30, 2026 and 2025, respectively. Translation adjustments are reported separately and accumulated in a separate component of equity (cumulative translation adjustment). Government Subsidies Government subsidies primarily consist of financial subsidies received from provincial and local governments for operating a business in their jurisdictions and compliance with specific policies promoted by the local governments. For certain government subsidies, there are no defined rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the 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 amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. 14 Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-25 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. Short-term Investments Short-term investments consist primarily of investments in fixed deposits with original maturities between three months and one year and certain investments in wealth management products and other investments that the Company has the intention to redeem within one year. Fair valued or carried at amortized costs. As of June 30, 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 investments with original maturities between three years and more. Fair valued or carried at amortized costs. As of June 30, 2026 and December 31, 2025, the long-term investments amounted to $ 841,849 and $ 986,345 , respectively. During the six months ended June 30, 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. Lease The Company follows ASU No. 2016-02, Leases (Topic 842), or ASC 842. The Company determines if an arrangement is a lease or contains a lease at lease inception. For operating leases, the Company recognizes a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the lease term on the unaudited condensed consolidated balance sheets at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company estimates the incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any lease payments made, net of lease incentives. Lease expense is recorded on a straight-line basis over the lease term. The Company’s leases often include options to extend and lease terms include such extended terms when the Company is reasonably certain to exercise those options. Lease terms also include periods covered by options to terminate the leases when the Company is reasonably certain not to exercise those options. 15 Stock-based Compensation The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. New Accounting Pronouncements In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. This ASU requires entities to 1. disclose amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and, (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities, 2. include certain amounts that are already required to be disclosed under current Generally Accepted Accounting Principles in the same disclosures as other disaggregation requirements, 3. disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, and 4. disclose the total amount of selling expenses, in annual reporting periods, an entity’s definition of selling expense. The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Additionally, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. 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. 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Accounting Acquirer in a Business Combination Involving a Variable Interest Entity”. This ASU clarifies that when a business that is a VIE is acquired primarily with equity interests, the determination of the accounting acquirer should follow ASC 805 rather than defaulting to the primary beneficiary under ASC 810. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. 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. 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)”: Clarifications to Share-Based Consideration Payable to a Customer. This ASU clarifies how entities account for share-based consideration payable to a customer. The ASU requires customer awards with vesting conditions tied to purchases to be treated as performance conditions, eliminates the forfeiture policy election, and states that the variable consideration constraint under ASC 606 does not apply to these awards. The standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted. 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 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. The Company 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. 16 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: 1. 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. Management 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 consolidated financial statements. 3. ACCOUNTS RECEIVABLE, NET Accounts receivable, net, consist of the following: June 30, December 31, 2026 2025 Supply Chain Financing/Trading $ 371,571 $ 360,053 Trading Commission and Consulting Services 312,464 244,244 Fast-Moving Consumer Goods 2,496 939 Total accounts receivable, net $ 686,531 $ 605,236 The following table sets forth the Company’s concentration of accounts receivable, net of specific allowances for credit losses. June 30, December 31, 2026 2025 Debtor A 35.9 % 39.5 % Debtor B 19.1 % 27.8 % Debtor C 18.2 % 20.0 % Total accounts receivable, net 73.2 % 87.3 % 17 4. OTHER RECEIVABLES, NET Other receivables, net, consist of the following: June 30, December 31, 2026 2025 Other receivables (1) $ 9,804,182 $ 9,373,193 Receivable for prepaid purchases (2) 667,932 570,400 Unsettled stocks 33,435 860,195 Interest receivable 261,338 19,260 Others 6,200 57,929 Total other receivables, net $ 10,773,087 $ 10,880,977 (1) Other receivables consist mainly of: 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 June 30, 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. 5. INVESTMENT FUNDS As of June 30, 2026, the balance of investment funds was $ 31.39 million. 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 closed. 6. ADVANCES TO SUPPLIERS AND OTHER CURRENT ASSETS, NET The amount of advances to suppliers and other current assets, net consisted of the following: June 30, December 31, 2026 2025 Prepayments for Supply Chain Financing/Trading $ 3,189,561 $ 3,222,747 Prepayments for Fast-Moving Consumer Goods 110,302 - Prepaid expenses 143,393 373,243 Others 187,665 184,906 Total advances to suppliers and other current assets, net $ 3,630,921 $ 3,780,896 18 7. LEASES The Company’s non-cancellable operating leases consist of leases for office space. The Company is the lessee under the terms of the operating leases. For the six months ended June 30, 2026 and 2025, the operating lease cost was $ 0.1 million and $ 0.09 million, respectively. The Company’s operating leases have remaining lease terms of approximately 11 months. As of June 30, 2026, the weighted average remaining lease term and weighted average discount rate were 0.89 years and 4.48 %, respectively. Maturities of lease liabilities were as follows: Operating As of June 30, 2026 Lease From July 1, 2026 to June 30, 2027 $ 130,911 From July 1, 2027 to June 30, 2028 7,815 Total $ 138,726 Less: amounts representing interest $ 5,594 Present value of future minimum lease payments 133,132 Less: current obligations ( 127,545 ) Long-term obligations $ 5,587 The Company leases office space and equipment under various short-term operating leases. As permitted by ASC 842, the Company has elected the practical expedient for short-term leases, whereby lease assets and lease liabilities are not recognized on the balance sheet. Short-term leases cost was $ 11,363 and $ nil for the six months ended June 30, 2026 and 2025, respectively. 8. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: June 30, December 31, 2026 2025 Office equipment, fixtures and furniture $ 51,809 $ 50,984 Vehicle 406,185 393,593 Leasehold improvements 65,794 63,755 Subtotal 523,788 508,332 Less: accumulated depreciation ( 405,816 ) ( 357,344 ) Less: impairment ( 1,118 ) ( 1,084 ) Total property and equipment, net $ 116,854 $ 149,904 Depreciation expense included in general and administration expenses for the six months ended June 30, 2026 and 2025 was $ 37,172 and $ 50,971 , respectively. 19 9. INTANGIBLE ASSETS, NET Intangible assets, net consist of the following: June 30, December 31, 2026 2025 Trading rights of license plates $ 127,524 $ 128,503 System and software 627,548 627,987 Subtotal 755,072 756,490 Less: accumulated amortization ( 347,360 ) ( 281,024 ) Total intangible assets, net $ 407,712 $ 475,466 Amortization expense included in general and administration expenses for the six months ended June 30, 2026 and 2025 was $ 66,861 and $ 28,518 , respectively. The estimated future amortization is as follows: As of June 30, 2026 Estimated amortization expense From July 1, 2026 to June 30, 2027 $ 82,540 From July 1, 2027 to June 30, 2028 82,540 From July 1, 2028 to June 30, 2029 82,540 From July 1, 2029 to June 30, 2030 69,787 From July 1, 2030 to June 30, 2031 57,035 Thereafter 33,270 Total $ 407,712 10. ACCOUNTS PAYABLE Accounts payable consisted of the following: June 30, December 31, 2026 2025 Trading Commission and Consulting Services payment $ 2,302,979 $ 3,166,682 Fast-Moving Consumer Goods payment - 95,103 Total accounts payable $ 2,302,979 $ 3,261,785 20 11. ACCRUED EXPENSES AND OTHER PAYABLES The amount of accrued expenses and other payables consisted of the following: June 30, December 31, 2026 2025 Legal fees and other professionals $ - $ 917,148 Wages and employee reimbursement 119,109 55,058 Accruals 854,202 821,913 Others 438,671 425,139 Total accrued expenses and other payables $ 1,411,982 $ 2,219,258 In January 2021, FT Global Capital, Inc. (“FT 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 agreement. On April 11, 2024, on which date the jury returned a verdict in favor of FT Global and the Court entered a judgment awarding FT Global $ 10,598,380 . On June 17, 2025, the Company entered into a settlement and forbearance agreement with FT Global, pursuant to which the company is required to pay FT Global an aggregate amount of $ 4.0 million in cash over an 18-month period plus the issuance of certain shares. For the fiscal year ended December 31, 2025 and the six months ended June 30, 2026, the Company paid $ 1.85 million and $1.13 million, respectively, towards accrued expenses and other payables. 12. CONVERTIBLE NOTES PAYABLE The amount of convertible notes payable consisted of the following: June 30, December 31, 2026 2025 Beginning $ 1,734,044 $ 553,086 Addition 2,000,000 1,696,748 Interest expenses 122,649 73,628 Conversion ( 825,000 ) ( 589,418 ) Balance $ 3,031,693 $ 1,734,044 Convertible notes payable I (the “Note I”) On December 27, 2023, the Company issued a convertible promissory note with a principal amount of $ 1.10 million. Floor Price was $ 36.352 per share of Common Stock. The Note I was unsecured. On the date thereof, the Company shall reserve 31,250 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Note I (the “Share Reserve”). The lender elected to redeem a portion of the Note I in redemption conversion shares. Lender redemption conversion shares were 14,847 shares, amount $ 625,000 , at a price of $ 42.096 per share in 2024. Lender redemption conversion shares were 3,825 shares, amount $ 140,658 , at a price of $ 36.772 per share and 12,346 shares, amount of $ 448,759 , at a price of $ 36.348 per share in January and September 2025, respectively. As of December 31, 2025, the balance of this convertible notes payable was $ nil . 21 Convertible notes payable II (the “Note II”) On July 28, 2025 (“Beginning Date”), 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. The Agreement will end on the earlier of (i) the date that is two years from the Beginning Date, (ii) the date Company has sold $ 10,000,000.00 in Pre-Paid Purchases hereunder; and (iii) termination of this Agreement (the “Commitment period”). On September 15, 2025, the Company issued 3,750 of the Company’s Common Stock to the Investor as a commitment fee (the “Commitment Shares”). 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 an $ 80,000 OID. Concurrently, on September 22, 2025, the Company issued 90,313 Common Stock (the “Pre-Delivery Shares”) according to the agreement with the Investor at par value $ 0.001 per share. The Investor is not permitted to sell, assign, transfer, pledge, encumber, hypothecate or otherwise dispose of (“transfer”) such Pre-Delivery Shares. However, during the period beginning on any day in which Investor delivers a Purchase Notice to Company and ending on the date of delivery of the Purchase Shares by Company covered by such Purchase Notice, Investor may transfer a number of Pre-Delivery Shares up to the number of Purchase Shares covered by the applicable Purchase Notice. The Purchase Price will be 82 % multiplied by the lowest daily volume-weighted average price during the ten trading days immediately preceding a conversion. Following the end of the Commitment Period and the repayment of all outstanding Pre-Paid Purchases, Investor will deliver to Company a number of shares of common stock equal to the number of Pre-Delivery Shares issued within 20 trading days, and the Company will pay Investor $ 0.001 for each share. On May 20, 2026, the Company received its third funding of $ 2,000,000 from the Investor, which is calculated from an original amount of $ 2,160,000 , minus an $ 160,000 OID. The Company assessed the convertible note payable 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 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 the convertible note payable II of $ 464,400 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 June 30, 2026, the Company has received an aggregate of $ 3,800,000 from the Investor out of the total $ 10,000,000 committed amount, the carrying value of the convertible notes payable II recorded in the unaudited condensed consolidated balance sheets was $ 3,031,693 , net of unamortized debt discount and financing costs of $ 267,307 (including $ 37,013 of deferred financing costs), with an outstanding principal balance of $ 3,299,000 . As of June 30, 2026, the Company issued a total of 307,780 shares to the Investor, including 3,750 Common Stock as Commitment Shares, 90,313 Common Stock as Pre-Delivery Shares, and 213,717 shares issued in connection with the Investor’s redemption and conversion. Such redemption and conversion shares amounted to $ 825,000 at an average price of $ 3.860 per share for the six months ended June 30, 2026. 22 13. RELATED PARTY TRANSACTION As of June 30, 2026, the amount due from a related party was consisted of the followings: Name Amount Relationship Note Peng Lei 1,688 Supervisor of Fengtongxiang Supply Chain (Chengdu) Co., Ltd. Accrued expenses, interest free and payment on demand. Total $ 1,688 As of June 30, 2026, the amounts due to a related party were consisted of the following: Name Amount Relationship Note Shanchun Huang $ 500,298 Controlling shareholder Repayment debt on behalf of the Company and payment on demand Total $ 500,298 As of December 31, 2025, the amount due to a related party was consisted of the following: Name Amount Relationship Note Shanchun Huang $ 596,924 Controlling shareholder Repayment debt on behalf of the Company and payment on demand Total $ 596,924 14. INCOME TAX The Company is incorporated in the United States of America and is subject to United States federal taxation. The applicable tax rate is 21 % in 2026 and 2025. No provisions for income taxes have been made, as the Company had no U.S. taxable income for the six months ended June 30, 2026 and 2025. For the six months ended June 30, 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 six months ended June 30, 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 for temporary differences related to the dividend from foreign subsidiaries is not determined because such determination is not practical. The Company has not provided deferred taxes on undistributed earnings attributable to its PRC subsidiaries as they are to be permanently reinvested. 23 The Company has not provided deferred taxes on undistributed earnings attributable to its PRC and Hong Kong subsidiaries as they are to be permanently reinvested. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, Income Taxes . Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. Accordingly, the Company has not recorded any deferred taxes in relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008. 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. were small and low-profit enterprises for the six months ended June 30, 2026 and 2025, and were subject to an enterprise income tax rate of 5 %. Other subsidiaries were subject to an enterprise income tax rate of 25 %. Future FinTech (Hong Kong) Limited is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. 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: June 30, 2026 June 30, 2025 Loss before taxation $ ( 3,204,956 ) $ ( 28,795,178 ) PRC statutory tax rate 25 % 25 % Computed expected benefits ( 801,239 ) ( 7,198,795 ) Others, primarily the differences in tax rates ( 121,670 ) ( 1,076,679 ) Deferred tax assets losses not recognized 922,909 8,275,474 Total $ - $ - 15. SHARE BASED COMPENSATION On March 10, 2025, the Compensation Committee of the Board of Directors of the Company granted 31,250 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s 2024 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”). As the closing price of the Company stock was $ 34.72 on March 10, 2025, the Company recorded an expense of $ 1.09 million in the first quarter of fiscal year 2025. As of March 10, 2025, the Shares have been issued to the Grantees. On May 29, 2026, the Compensation Committee of the Board of Directors of the Company granted 312,500 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s 2025 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”). As the closing price of the Company stock was $ 4.44 on June 3, 2026, the Company recorded an expense of $ 1.39 million in the second quarter of fiscal year 2026. As of June 3, 2026, the Shares have been issued to the Grantees. 24 16. COMMON STOCK Securities Purchase Agreement On December 24, 2020, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate of 26,316 units, each consisting of one share of the Company’s common stock and a warrant to purchase 1 share of the Company’s Common Stock, at a purchase price of $ 304 per unit, for aggregate gross proceeds to the Company of $ 8,000,007 , before deducting fees to the placement agent and other offering expenses payable by the Company. On December 29, 2020, the Company issued Units consisting of an aggregate of 26,316 shares of the Company’s Common Stock and warrants to purchase up to an aggregate of 26,316 shares of the Company’s Common Stock at an exercise price of $ 344 per share (the “Investors’ Warrants”). The Investors’ Warrants have a term of five years and are exercisable by the holder at any time after the date of issuance. In connection with the offering, the Company also issued placement agent a warrant to purchase 263 shares of the Company’s Common Stock (the “Placement Agent Warrant”) on substantially the same terms as the Investors’ Warrants, except that the Placement Agent Warrant has an exercise price of $ 380 per share and is not exercisable until June 24, 2021. As of December 31, 2024, outstanding warrants have 263 shares of the Company’s Common Stock. Warrants after 1-for-10 reverse stock split in April 2025, 1-for-4 reverse stock split in January 2026 and 1-for-4 reverse stock split in July 2026 were 263 shares with an exercise price of $ 380 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 a Securities Purchase Agreement with Streeterville Capital, LLC, a Utah limited liability company (the “Lender”), pursuant to which the Company sold and issued to the Lender a Convertible Promissory Note (the “Note”) in the principal amount of $ 1,100,000 . On July 3, 2024, that Lender elected to redeem a portion of the Note I in redemption conversion shares. Lender redemption conversion shares 854 , amount $ 50,000 , at a price of $ 58.548 per share. On July 18, 2024, that Lender elected to redeem a portion of the Note I in redemption conversion shares. Lender redemption conversion shares 1,357 , amount $ 75,000 , at a price of $ 55.268 per share. On August 26, 2024, that Lender elected to redeem a portion of the Note I in redemption conversion shares. Lender redemption conversion shares 2,552 , amount $ 100,000 , at a price of $ 39.184 per share. On October 24, 2024, that Lender elected to redeem a portion of the Note I in redemption conversion shares. Lender redemption conversion shares 2,442 , amount $ 100,000 , at a price of $ 40.95 per share. On November 11, 2024, that Lender elected to redeem a portion of the Note I in redemption conversion shares. Lender redemption conversion shares 2,442 , amount $ 100,000 , at a price of $ 40.95 per share. On November 14, 2024, that Lender elected to redeem a portion of the Note I in redemption conversion shares. Lender redemption conversion shares 2,462 , amount $ 100,000 , at a price of $ 40.617 per share. On December 18, 2024, that Lender elected to redeem a portion of the Note I in redemption conversion shares. Lender redemption conversion shares 2,739 amount $ 100,000 , at a price of $ 36.512 per share. On January 7, 2025, that Lender elected to redeem a portion of the Note I in redemption conversion shares. Lender redemption conversion shares 2,680 , amount $ 100,000 , at a price of $ 37.313 per share. On January 24, 2025, that Lender elected to redeem a portion of the Note I in redemption conversion shares. Lender redemption conversion shares 1,145 , amount $ 40,658 , at a price of $ 35.509 per share. On September 10 and 11, 2025, that Lender elected to redeem the entire balance of the Note I through the issuance of 12,459 redemption conversion shares, at a price of $ 36.019 per share, for a total redemption amount of $ 448,759 . 25 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 agreed to purchase from the Company, and the Company agreed to issue and sell to the Investor, 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. On July 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 May 20, 2026, the Company received its third funding of $ 2,000,000 from the Investor. On September 15, 2025, the Company issued 3,750 shares of common stock to the Investor as a commitment fee. On September 22, 2025, the Company issued 90,313 shares of common stock pursuant to the Agreement, at a par value of $ 0.001 per share. On January 23, 2026, the Investor elected to convert a portion of the Note II into 13,796 shares of common stock, for an aggregate amount of $ 100,000 , at a conversion price of $ 7.248 per share. On April 8, 2026, the Investor elected to convert a portion of the Note II into 17,400 shares of common stock, for an aggregate amount of $ 65,000 , at a conversion price of $ 3.736 per share. On April 23, 2026, the Investor elected to convert a portion of the Note II into 33,209 shares of common stock, for an aggregate amount of $ 135,000 , at a conversion price of $ 4.065 per share. On April 27, 2026, the Investor elected to convert a portion of the Note II into 19,679 shares of common stock, for an aggregate amount $ 80,000 , at a conversion price of $ 4.065 per share. On May 6, 2026, the Investor elected to convert a portion of the Note II into 41,818 shares of common stock, for an aggregate amount $ 170,000 , at a conversion price of $ 4.065 per share. On June 11, 2026, the Investor elected to convert a portion of the Note II into 87,815 shares of common stock, for an aggregate amount $ 275,000 , at a conversion price of $ 3.132 per share. 17. STATUTORY RESERVES AND RESTRICTED NET ASSETS PRC laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiaries incorporated in the PRC are required to annually appropriate 10 % of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50 % of their respective registered capital. Furthermore, registered share capital and capital reserve accounts are also restricted from distribution. As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends. The restriction amounted to $ 25.36 million (RMB 176.10 million) as of June 30, 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. 26 18. DISCONTINUED OPERATIONS 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 INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of US$ 25,000 after a court auction sale. The gain on disposal was $ 28.26 million. 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 and six months ended June 30, 2026 and 2025 was as follows: For the three months ended June 30, For the six months ended June 30, 2026 2025 2026 2025 REVENUES $ - $ 10,822 $ - $ 21,668 COST OF SALES - 3,108 - 6,362 GROSS PROFIT - 7,714 - 15,306 OPERATING EXPENSES: General and administrative expenses - 1,873 - 11,741 Selling expenses - - - 11,430 Allowance for (net recovery of) credit losses /doubtful accounts - ( 569 ) - 511,876 Total operating expenses - 1,304 - 535,047 OTHER INCOME (EXPENSE) Interest income - 102,546 - 205,321 Other expense - ( 13 ) - ( 4,702 ) Total other income, net - 102,533 - 200,619 Income (Loss) from discontinued operations before income tax - 108,943 - ( 319,122 ) Income tax provision - - - - Income (Loss) from discontinued operation before non-controlling interest - 108,943 - ( 319,122 ) Gain on disposal of discontinued operations - - - 28,258,798 Less: net income attributable to non-controlling interests - - - 1,866,066 INCOME FROM DISCONTINUED OPERATION $ - $ 108,943 $ - $ 26,073,610 27 19. SEGMENT REPORTING In its operation of the business, management, including the Company’s chief operating decision maker, who is the Company’s Chief Executive Officer , reviews certain financial information, including segmented internal profit and loss statements prepared on a basis consistent with GAAP. As described in Note 18. DISCONTINUED OPERATIONS, certain subsidiaries were sold, dissolved or deregistered, resulting in material changes to the Company’s business operations. Consequently, the Company has reorganized its operations into the following three reportable segments: (1) Fast-Moving Consumer Goods (FMCG), (2) Trading Commission and Consulting Services and (3) supply chain financing service and trading business. The Company began to provide supply chain financing services during the second quarter of 2021. The Company began to provide sand and steel supply chain financing services during the first quarter of 2023. The Company began to provide brokerage services in October 2023. During the last quarter of fiscal year 2024, the Company commenced operations in the Fast-Moving Consumer Goods (FMCG) sector. Some of the Company’s operations might not individually meet the quantitative thresholds for determining reportable segments and the Company determines the reportable segments based on the discrete financial information provided to the chief operating decision maker. The chief operating decision maker evaluates the results of each segment in assessing performance and allocating resources among the segments. Since there is an overlap of services and products between different subsidiaries of the Company, the Company does not allocate operating expenses and assets based on the product segments. Therefore, operating expenses and asset information by segment are not presented. Segment profit represents the gross profit of each reportable segment. Three months ended June 30, 2026 Fast-Moving Consumer Goods Trading Commission and Consulting Services Supply Chain Financing/ Trading Total Reportable segment revenue $ 100,265 $ 233,144 $ - $ 333,409 Inter-segment loss - - - - Revenue from external customers 100,265 233,144 - 333,409 Segment gross profit $ 718 $ 193,114 $ - $ 193,832 Three months ended June 30, 2025 Fast-Moving Consumer Goods Trading Commission and Consulting Services Supply Chain Financing/ Trading Total Reportable segment revenue $ 387,684 $ 206,776 $ - $ 594,460 Inter-segment loss - - - - Revenue from external customers 387,684 206,776 - 594,460 Segment gross profit $ 10,327 $ 168,731 $ - $ 179,058 28 Six months ended June 30, 2026 Fast-Moving Consumer Goods Trading Commission and Consulting Services Supply Chain Financing/ Trading Total Reportable segment revenue $ 212,367 $ 333,654 $ - $ 546,021 Inter-segment loss - - - - Revenue from external customers 212,367 333,654 - 546,021 Segment gross profit $ 7,000 $ 260,035 $ - $ 267,035 Six months ended June 30, 2025 Fast-Moving Consumer Goods Trading Commission and Consulting service Supply Chain Financing/ Trading Total Reportable segment revenue $ 864,135 $ 271,115 $ 1,341 $ 1,136,591 Inter-segment loss - - - - Revenue from external customers 864,135 271,115 1,341 1,136,591 Segment gross profit $ 19,185 $ 229,558 $ 1,341 $ 250,084 Income (loss) before Income Tax: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Supply Chain Financing/Trading $ ( 7 ) $ 319 $ 13 $ ( 52 ) Fast-Moving Consumer Goods ( 17,753 ) 98,358 30,662 ( 33,307 ) Trading Commission and Consulting Services 384,852 427,609 848,570 1,050,301 Corporate and Unallocated 1,756,568 ( 2,090,064 ) 2,592,746 28,028,320 Total operating expenses and other expenses 2,123,660 ( 1,563,778 ) 3,471,991 29,045,262 Income (Loss) before income tax $ ( 1,929,828 ) $ 1,742,837 $ ( 3,204,956 ) $ ( 28,795,178 ) 29 Segment assets as of June 30, 2026 and December 31, 2025: June 30, 2026 December 31, 2025 Supply Chain Financing/Trading $ 2,451,932 $ 2,969,945 Fast-Moving Consumer Goods 282,071 379,700 Trading Commission and Consulting Services 4,652,171 5,584,242 Corporate and Unallocated 45,555,255 44,353,447 Total assets $ 52,941,429 $ 53,287,334 20. DEBT RESTRUCTURING 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 106,250 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, and (iii) 107,368 shares of common stock were issued from June 30, 2025 to May 7, 2026. As of June 30, 2026, a total of 107,368 shares of common stock had been issued and an aggregate amount of $ 2.98 million had been repaid to the Creditor. The Company derecognized the amount previously due to FT Global, and recognized the present value of total settlement amount including the above-mentioned cash payments and common stocks in paid-in capital and other payables on the unaudited condensed consolidated balance sheets. Upon the debt restructuring, the Company recognized a gain of $ 3.07 million during the six months ended June 30, 2025, which was recorded as gain on debt restructuring in the unaudited condensed consolidated statement of operations and comprehensive income (loss). 21. COMMITMENTS AND CONTINGENCIES Shareholders Lawsuit (LaBelle and Janzen) The LaBelle case is a putative securities class action filed in January 2024 and is pending in the District of New Jersey. Denise LaBelle (“Plaintiff”) alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially false or misleading statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of the Company, Mr. Shanchun Huang and charges filed by the SEC against Mr. Shanchun Huang with manipulative trading in the stock of the Company using an offshore account shortly before he became the Company’s CEO in 2020 and failing to disclose his beneficial ownership. Mr. 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. On July 28, 2025, the Plaintiff filed an amended complaint. Defendants (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. Mr. 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 12(b)(5). 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 derivative case filed by Jeff Janzen on May 31, 2024, also pending in the District of New Jersey, brought nominally on behalf of Future FinTech. Plaintiff alleges that certain current and former officers and directors breached fiduciary duties by allowing or failing to prevent the same alleged misconduct at issue in LaBelle, including mismanagement and misleading public disclosures. The derivative case has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in LaBelle, but plaintiff has reserved the right to participate in mediation and settlement discussions relating to the class action. 30 22. RISKS AND UNCERTAINTIES PRC regulations There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing the Company’s business and the enforcement and performance of the Company’s arrangements with customers in certain circumstances. The Company is considered foreign persons or foreign funded enterprises under PRC laws and, as a result, the Company is required to comply with PRC laws and regulations related to foreign persons and foreign funded enterprises. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. The Company cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on the Company’s business. Customer concentration risk For the six months ended June 30, 2026, two customers accounted for 21.83 % and 17.28 % of the Company’s total revenue, respectively. For the six months ended June 30, 2025, no customer individually represented greater than 10% of the Company’s total revenues. Vendor concentration risk For the six months ended June 30, 2026, two vendors accounted for 54.42 % and 18.99 % of the Company’s total purchases, respectively. For the six months ended June 30, 2025, one vendor accounted for 89.26 % of the Company’s total purchases. 23. SUBSEQUENT EVENTS On June 12, 2026, the Company through its wholly-owned subsidiary, Future Commercial Group Limited (the “Buyer”), entered into a Share Purchase Agreement (the “SPA”) with Zhang Shuge (the “Seller”). Pursuant to the SPA, the Buyer agreed to acquire from the Seller a 20 % equity interest in Xi’an Changshida Information Technology Co., Ltd. (“Changshida”), a company organized under the laws of the PRC. Changshida is committed to implementing artificial intelligence technologies in practical application scenarios across the healthcare and smart city sectors. The aggregate purchase price for the acquisition is RMB 44,000,000 (approximately $ 6.46 million), consisting of (i) RMB 40,000,000 payable in cash; and (ii) 123,266 shares of the Company’s common stock, par value $ 0.001 per share, having an agreed value of RMB 4,000,000 . The cash consideration and share consideration are payable within ten (10) days following completion of the transfer of the 20 % equity interest in Changshida and completion of the applicable registration and filing procedures in the PRC. The transfer of such 20 % equity interest was completed on July 3, 2026. On July 10, 2026, the Company effected a 1-for-4 reverse stock split, reducing its authorized common stock from 150,000,000 shares to 37,500,000 shares. Authorized preferred shares remain at 10,000,000 . Fractional shares were rounded up, and no cash or other consideration was paid for fractional interests. See Note 1. On July 29, 2026, the Company entered into Securities Purchase Agreements with certain purchasers named therein (collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, an aggregate of 30,000,000 shares (the “Shares”) of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), at a purchase price of $ 1.00 per share, for aggregate gross proceeds to the Company of $ 30,000,000 (the “Offering”). Wealth Index Capital Limited (“WICL”), which purchased 10,000,000 of the Shares, is wholly owned and controlled by Mr. Shanchun Huang, its sole member. Mr. Huang is the Company’s controlling shareholder and served as the Company’s Chief Executive Officer from 2020 to August 2024. Prior to the Offering, WICL beneficially owned approximately 27.0 % of the Company’s outstanding Common Stock, and immediately following the Offering WICL beneficially owns approximately 32.9 % of the outstanding Common Stock. The Company has evaluated subsequent events through the date of the issuance of the unaudited condensed consolidated financial statements and did not identify any subsequent events except those disclosed above that would have required adjustment or disclosure in the financial statements. 31 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This quarterly report on Form 10-Q and other reports filed by the Company from time to time with the SEC (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “may”, “will”, “should”, “would”, “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to Company or Company’s management identify forward-looking statements. Such statements reflect the current view of Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors (including the statements in the section “results of operations” below), and any businesses that Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those listed under the heading “Risk Factors” and those listed in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) and in this Form 10-Q. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report and in our 2025 Form 10-K. Although the Company believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this report, which attempts to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects. Overview of Our Business Future FinTech Group Inc. is a Florida holding company with no material operations of its own. We conduct substantially all of our business through subsidiaries, and this structure involves unique risks for investors. We are not a Chinese operating company, although we have had significant operations in China and Hong Kong. This discussion should be read together with the more detailed business description included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. As described in our 2025 Form 10-K, our business has changed materially over recent years. Historically, we were engaged in the production and sale of fruit juice concentrates and fruit beverages in the PRC. We later transitioned to financial technology-related businesses, including supply chain financing and trading in China, asset management in Hong Kong, cross-border money transfer services in the United Kingdom, brokerage and investment banking services in Hong Kong, and cryptocurrency mining in the United States. We have since exited or disposed of several of these historical businesses, including our former VIE operations, asset management business, cryptocurrency mining operations, and certain other subsidiaries. Those historical dispositions are described in our 2025 Form 10-K and are reflected in our discontinued operations and segment disclosures where applicable. As of June 30, 2026, our principal business operations consist of: sale of fast-moving consumer goods; commission-based trading and consulting services; and supply chain financing and trading. We currently have one directly controlled subsidiary, Future FinTech (Hong Kong) Limited, which has 9 wholly owned subsidiaries in Hong Kong and China. Fast-Moving Consumer Goods (“FMCG”) Since the third quarter of 2024, we entered into FMCG business to tap into the fast-growing online retail market. We operate an online store on a reputable e-commerce platform and focus on sales of non-alcoholic beverages and dairy beverages. The business model relies on selling large quantities of goods to generate revenue, as the profit margin on each individual item is usually slim. 32 Supply Chain Financing Service and Trading in China Since the second quarter of 2021, we have engaged in the coal supply chain financing service and trading business in China. During fiscal year 2025, we significantly scaled down this business segment due to reduced activity in the domestic bulk commodity trading market in China and management’s reassessment of credit exposure and capital allocation priorities. During the six months ended June 30, 2026, we generated no revenue from this segment. We continue to evaluate market conditions and our strategic focus, and there can be no assurance that we will resume this business at historical levels or that future market conditions will support meaningful growth in this segment. Trading Commission and Consulting Services FTFT International Securities and Futures Limited, a company we acquired in November 2023, provides brokerage and investment banking services in Hong Kong. FTFT International Securities and Futures Limited holds Type 1 “Securities Trading”, Type 2 “Futures Contract Trading” and Type 4 “Securities Consulting” financial licenses issued by the Hong Kong Securities and Futures Commission. We also provide business and financial consulting services, including listing-readiness and preparatory consulting services. As described in our 2025 Form 10-K, this business line remains in an early stage of development and is conducted primarily through Future FinTech (Hong Kong) Limited and, in certain limited circumstances, Future Information Service (Shenzhen) Co., Ltd. During the six months ended June 30, 2026, revenue from trading commission and consulting services increased compared to the same period in 2025, primarily due to revenue recognized from a new consulting services project during the period. Neither we nor our subsidiaries engage in underwriting, securities brokerage, placement agent services, investor solicitation, or similar activities in the United States or in any other jurisdiction where we do not hold the required license or registration. Proposed Acquisition of TansGen SC Tech Limited As disclosed in our 2025 Form 10-K, in September 2025, our Board of Directors approved a proposal to pursue a potential acquisition of TansGen SC Tech Limited as part of our ongoing strategic transition and expansion initiatives. The proposed acquisition of TansGen SC Tech Limited has been terminated, and the Company is currently searching for other suitable acquisition targets. As of June 30, 2026, no definitive acquisition agreement had been executed, and the Company continued to conduct financial, legal and operational due diligence and valuation procedures. The execution of any definitive agreement remains subject to completion of due diligence, negotiation of final terms, regulatory approvals, if applicable, and other customary conditions. There can be no assurance that a definitive agreement will be executed, that the proposed acquisition will be completed, or that, if completed, the transaction will achieve the anticipated strategic or financial benefits. Change in Independent Registered Public Accounting Firm On July 6, 2026, the Audit Committee of the Board of Directors of the Company approved the dismissal of Fortune CPA Inc. ("Fortune") as the Company's independent registered public accounting firm and approved the engagement of Wei, Wei & Co., LLP ("Wei, Wei & Co.") as the Company's independent registered public accounting firm, effective immediately, including to act as the Company's auditor for the fiscal year ending December 31, 2026. Fortune had served as the Company's independent registered public accounting firm since August 2023. Fortune's audit reports on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that each such report contained an explanatory paragraph regarding the Company's ability to continue as a going concern. During the Company's two most recent fiscal years and the subsequent interim period through July 6, 2026, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) with Fortune on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, and no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K), except for the previously disclosed material weakness in the Company's internal control over financial reporting relating to insufficient staff with the appropriate level of knowledge, training and experience in U.S. GAAP and SEC reporting requirements. During the Company's two most recent fiscal years and the subsequent period from January 1, 2026 through July 6, 2026, the Company did not consult with Wei, Wei & Co. regarding any of the matters or events set forth in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K. Critical Accounting Policies and Estimates Discontinued Operations 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 INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of $25,000 after a court auction sale. The gain on disposal was $28.26 million. 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. 33 Segment Information We classified our 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 Our unaudited 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 unaudited condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but are not limited to, the expected credit losses for receivables, estimated useful life and residual 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. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our unaudited condensed consolidated financial statements. Fair Value of Financial Instruments The Company has adopted FASB ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following: 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. 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, restricted cash and short-term investments are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices. Revenue Recognition The Company applies the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We assess our revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers. Foreign Currency and Other Comprehensive Income (Loss) The financial statements of the Company’s foreign subsidiaries are measured using the local currency as the functional currency; however, the reporting currency of the Company is the United States dollar (“USD”). Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate at the balance sheet date, while equity accounts are translated using historical exchange rate. The average exchange rate for the period has been used to translate revenues and expenses. Translation adjustments are reported separately and accumulated in a separate component of equity (cumulative translation adjustment). 34 Other comprehensive income (loss) for the three and six months ended June 30, 2026 and 2025 represented foreign currency translation adjustments and were included in the unaudited condensed consolidated statements of operation and comprehensive income (loss). There is no guarantee the RMB amounts could have been, or could be, converted into USD at rates used in translation. Income Taxes Income taxes are provided on an asset and liability approach for financial accounting and reporting of income taxes. Any tax paid by subsidiaries during the year is recorded. Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted at the balance sheet date. Deferred income tax liabilities or assets are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and the financial reporting amounts at each period end. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. ASC 740 provides guidance for recognizing and measuring uncertain tax positions, and it prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. ASC 740 also provides accounting guidance on derecognizing, classification and disclosure of these uncertain tax positions. Impairment of Long-Lived 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 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. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. Recent Accounting Pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the accompanying unaudited condensed consolidated financial statements. See Note 2. Summary of Significant Accounting Policies, to our unaudited condensed consolidated financial statements for a description of applicable recent accounting pronouncements. 35 Results of Operations Comparison of Three Months Ended June 30, 2026 and 2025 The following table summarizes our operating results for the three months ended June 30, 2026 and 2025, respectively, and sets forth the dollar and percentage increase or (decrease) between the periods. For the Three Months Ended June 30, Variance 2026 2025 Amount % REVENUE $ 333,409 $ 594,460 $ (261,051 ) (43.91 )% Cost of revenue 139,577 415,402 (275,825 ) (66.40 )% Gross profit 193,832 179,058 14,774 8.25 % OPERATING EXPENSES General and administrative expenses 630,703 852,026 (221,323 ) (25.98 )% Stock-based compensation expenses 1,387,500 - 1,387,500 100.00 % Selling expenses 76,923 249,048 (172,125 ) (69.11 )% Allowance for credit losses/doubtful accounts 484 393,651 (393,167 ) (99.88 )% Total operating expenses 2,095,610 1,494,725 600,885 40.20 % LOSS FROM OPERATIONS (1,901,778 ) (1,315,667 ) (586,111 ) 44.55 % OTHER INCOME (EXPENSES) Interest income 126,337 12,930 113,407 877.08 % Interest expenses (139,924 ) (7,241 ) (132,683 ) 1,832.39 % Amortization of debt issuance costs (17,550 ) - (17,550 ) 100.00 % Gain on debt restructuring - 3,071,827 (3,071,827 ) (100.00 )% Other income (expense), net 3,087 (19,012 ) 22,099 (116.24 )% Total other income (expenses), net (28,050 ) 3,058,504 (3,086,554 ) (100.92 )% Income (Loss) from Continuing Operations before Income Tax (1,929,828 ) 1,742,837 (3,672,665 ) (210.73 )% Net income (loss) from continuing operations (1,929,828 ) 1,742,837 (3,672,665 ) (210.73 )% Net income from discontinued operations - 108,943 (108,943 ) (100.00 )% NET INCOME (LOSS) (1,929,828 ) 1,851,780 (3,781,608 ) (204.21 )% COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO FUTURE FINTECH GROUP, INC. $ (1,205,691 ) $ 1,872,424 $ (3,078,115 ) (164.39 )% 36 Revenue The following table sets forth the breakdown of our revenues for the three months ended June 30, 2026 and 2025, respectively: Three months ended June 30, 2026 2025 Change Amount Amount Amount % Fast-Moving Consumer Goods (“FMCG”) $ 100,265 $ 387,684 $ (287,419 ) (74.14 )% Trading Commission and Consulting services 233,144 206,776 26,368 12.75 % Total revenue $ 333,409 $ 594,460 $ (261,051 ) (43.91 )% Revenue from sales of FMCG decreased by $287,419, or 74.14%, from $387,684 for the three months ended June 30, 2025 to $100,265 for the three months ended June 30, 2026. The decrease was primarily due to intensified competition from other FMCG sellers on the e-commerce platform. Meanwhile, we reduced investment in marketing activities as a result of the implementation of cost-control measures, which also adversely affected sales conversion. Revenue from trading commission and consulting services increased by $26,368, or 12.75%, from $206,776 for the three months ended June 30, 2025 to $233,144 for the three months ended June 30, 2026. The increase was mainly due to a new consulting services project with related revenue recognized in the three months ended June 30, 2026, and no similar project occurred during the three months ended June 30, 2025. Gross Profit The following table sets forth the breakdown of the gross profit for the three months ended June 30, 2026 and 2025, respectively: Three months ended June 30, Variance 2026 % 2025 % Amount % Fast-Moving Consumer Goods (“FMCG”) $ 718 0.37 % $ 10,327 5.77 % $ (9,609 ) (93.05 )% Trading Commission and Consulting Services 193,114 99.63 % 168,731 94.23 % 24,383 14.45 % Total gross profit $ 193,832 100.00 % $ 179,058 100.00 % $ 14,774 8.25 % Overall gross profit increased by $14,774, or 8.25%, to $193,832 for the three months ended June 30, 2026 from $179,058 for the three months ended June 30, 2025. The increase was primarily due to higher gross profit from trading commission and consulting services, which was in line with higher revenue generated by this business segment for the three months ended June 30, 2026. The increase was partially offset by lower gross profit from FMCG, driven by the revenue decline of this segment for the three months ended June 30, 2026. Overall gross margin as a percentage of revenue was 58.14% for the three months ended June 30, 2026, representing an increase of 28.02 percentage points from 30.12% for the three months ended June 30, 2025, mainly due to a larger proportion of higher-margin consulting services revenue for the three months ended June 30, 2026. 37 Operating Expenses The following table sets forth the breakdown of our operating expenses and operating expenses as a percentage of revenue for the three months ended June 30, 2026 and 2025, respectively: For the Three Months Ended June 30, 2026 2025 Variance Amount % of revenue Amount % of revenue Amount % General and administrative expenses $ 630,703 189.17 % $ 852,026 143.33 % $ (221,323 ) (25.98 )% Stock compensation expense 1,387,500 416.16 % - - % 1,387,500 100.00 % Selling expenses 76,923 23.07 % 249,048 41.89 % (172,125 ) (69.11 )% Allowance for credit losses/doubtful accounts 484 0.15 % 393,651 66.22 % (393,167 ) (99.88 )% Total operating expenses $ 2,095,610 628.54 % $ 1,494,725 251.44 % $ 600,885 40.20 % General and administrative expenses decreased by $221,323, or 25.98%, from $852,026 for the three months ended June 30, 2025 to $630,703 for the three months ended June 30, 2026. The decrease was primarily attributable to reduced commission expenses and travelling expense that recognized in the three months ended June 30, 2026. Stock compensation expense increased by $1,387,500 or 100.00%, from $ nil for the three months ended June 30, 2025 to $1,387,500 for the three months ended June 30, 2026. On May 29, 2026, the Compensation Committee of the Board of Directors of the Company granted 312,500 shares of common stock, pursuant to the Company’s 2025 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries. As the closing price of the Company stock was $4.44 on June 3, 2026, the Company recorded an expense of $1.39 million in the three months ended June 30, 2026. Selling expenses decreased by $172,125, or 69.11%, from $249,048 for the three months ended June 30, 2025 to $76,923 for the three months ended June 30, 2026. The decrease was primarily attributable to reduced business entertainment expenses and other relevant selling expenses as a result of the implementation of cost-control measures. Allowance for credit losses/doubtful accounts decreased by $393,167, or 99.88%, from $393,651 for the three months ended June 30, 2025 to $484 for the three months ended June 30, 2026. The decrease was primarily due to the management’s efforts to collection of long overdue receivables from our customers, resulting in a smaller allowance for credit losses during the three months ended June 30, 2026. Our management will continue monitoring and putting effort into the collection of receivables to lower the level of the allowance. Other Income (Expenses), Net Net other income decreased by $3,086,554, or 100.92%, from net other income of $3,058,504 for the three months ended June 30, 2025 to net other expenses of $28,050 for the three months ended June 30, 2026. The decrease was primarily attributable to the gain on debt restructuring during the three months ended June 30, 2025. On June 17, 2025, we entered into a settlement and forbearance agreement (“the Agreement”) with FT Global. Pursuant to the Agreement, we were required to pay an aggregate settlement amount of $4.0 million and issue a total of 107,368 shares of common stock. Upon the debt restructuring, we recognized a gain of $3.07 million, which was recorded as gain on debt restructuring in the unaudited condensed consolidated statement of operations and comprehensive income (loss). Net income (loss) from continuing operations Net income from continuing operations decreased by $3,672,665, or 210.73%, from net income of $1,742,837 for the three months ended June 30, 2025 to net loss of $1,929,828 for the three months ended June 30, 2026. The decrease was primarily due to the decrease in gain on debt restructuring as discussed above. 38 Comparison of Six Months Ended June 30, 2026 and 2025: The following table summarizes our operating results for the six months ended June 30, 2026 and 2025, respectively, and sets forth the dollar and percentage increase or (decrease) between the periods. For the Six Months Ended June 30, Variance 2026 2025 Amount % REVENUE $ 546,021 $ 1,136,591 $ (590,570 ) (51.96 )% Cost of revenue 278,986 886,507 (607,521 ) (68.53 )% Gross profit 267,035 250,084 16,951 6.78 % OPERATING EXPENSES General and administrative expenses 2,032,562 2,422,126 (389,564 ) (16.08 )% Stock-based compensation expenses 1,387,500 1,085,000 302,500 27.88 % Selling expenses 212,103 440,678 (228,575 ) (51.87 )% Allowance for (Net recovery of) credit losses/doubtful accounts (138,456 ) 28,254,490 (28,392,946 ) (100.49 )% Total operating expenses 3,493,709 32,202,294 (28,708,585 ) (89.15 )% LOSS FROM OPERATIONS (3,226,674 ) (31,952,210 ) 28,725,536 (89.90 )% OTHER INCOME (EXPENSES) Interest income 250,233 35,459 214,774 605.70 % Interest expenses (198,099 ) (15,042 ) (183,057 ) 1,216.97 % Amortization of debt issuance costs (35,100 ) - (35,100 ) 100.00 % Gain on debt restructuring - 3,071,827 (3,071,827 ) (100.00 )% Other income, net 4,684 64,788 (60,104 ) (92.77 )% Total other income, net 21,718 3,157,032 (3,135,314 ) (99.31 )% Loss from Continuing Operations before Income Tax (3,204,956 ) (28,795,178 ) 25,590,222 (88.87 )% Net loss from continuing operations (3,204,956 ) (28,795,178 ) 25,590,222 (88.87 )% Net income from discontinued operations - 27,939,676 (27,939,676 ) (100.00 )% NET LOSS (3,204,956 ) (855,502 ) (2,349,454 ) 274.63 % COMPREHENSIVE LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP, INC. $ (1,742,574 ) $ (3,073,927 ) $ 1,331,353 (43.31 )% 39 Revenue The following table sets forth the breakdown of our revenues for the six months ended June 30, 2026 and 2025, respectively: Six months ended June 30, 2026 2025 Change Amount Amount Amount % Fast-Moving Consumer Goods (“FMCG”) $ 212,367 $ 864,135 $ (651,768 ) (75.42 )% Trading Commission and Consulting Services 333,654 271,115 62,539 23.07 % Supply Chain Financing/Trading - 1,341 (1,341 ) (100.00 )% Total revenue $ 546,021 $ 1,136,591 $ (590,570 ) (51.96 )% Revenue from sales of FMCG decreased by $651,768, or 75.42%, from $864,135 for the six months ended June 30, 2025 to $212,367 for the six months ended June 30, 2026. The decrease was primarily due to intensified competition from other FMCG sellers on the e-commerce platform. Meanwhile, we reduced investment in marketing activities as a result of the implementation of cost-control measures, which also adversely affected sales conversion. Revenue from trading commission and consulting services increased by $62,539, or 23.07%, from $271,115 for the six months ended June 30, 2025 to $333,654 for the six months ended June 30, 2026. The increase was mainly due to a new consulting services project with related revenue recognized in the six months ended June 30, 2026, and no similar project occurred during the six months ended June 30, 2025. Revenue from supply chain financing/trading decreased by $1,341, or 100.00%, from $1,341 for the six months ended June 30, 2025 to $ nil for the six months ended June 30, 2026. The decrease was due to our management’s decision to temporarily suspend these operations resulting from lower coal prices and reduced market demand in China during the six months ended June 30, 2026. Gross Profit The following table sets forth the breakdown of the gross profit for the six months ended June 30, 2026 and 2025, respectively: Six months ended June 30, Variance 2026 % 2025 % Amount % Fast-Moving Consumer Goods (FMCG) $ 7,000 2.62 % $ 19,185 7.67 % $ (12,185 ) (63.51 )% Trading Commission and Consulting Services 260,035 97.38 % 229,558 91.80 % 30,477 13.28 % Supply Chain Financing/Trading - - 1,341 0.53 % (1,341 ) (100.00 )% Total Amount $ 267,035 100.00 % $ 250,084 100.00 % $ 16,951 6.78 % Overall gross profit increased by $16,951, or 6.78%, to $267,035 for the six months ended June 30, 2026 from $250,084 for the six months ended June 30, 2025. The increase was primarily due to the increase in gross profit from trading commission and consulting services, which was in line with the increase in revenue for this business segment for the six months ended June 30, 2026. Although revenue from the FMCG segment decreased significantly for the six months ended June 30, 2026, gross profit from this business segment did not decrease simultaneously due to its low gross margin. Overall gross margin as a percentage of revenue was 48.91% for the six months ended June 30, 2026, representing an increase of 26.91 percentage points from 22.00% for the six months ended June 30, 2025, mainly due to a larger proportion of higher-margin consulting services revenue for the six months ended June 30, 2026. 40 Operating Expenses The following table sets forth the breakdown of our operating expenses and operating expenses as a percentage of revenue for the six months ended June 30, 2026 and 2025, respectively: For the Six Months Ended June 30, 2026 2025 Variance Amount % of revenue Amount % of revenue Amount % of General and administrative expenses $ 2,032,562 372.25 % $ 2,422,126 213.10 % $ (389,564 ) (16.08 )% Stock-based compensation expenses 1,387,500 254.11 % 1,085,000 95.46 % 302,500 27.88 % Selling expenses 212,103 38.85 % 440,678 38.77 % (228,575 ) (51.87 )% Allowance for (net recovery of) credit losses/doubtful accounts (138,456 ) (25.36 )% 28,254,490 2,485.90 % (28,392,946 ) (100.49 )% Total operating expenses $ 3,493,709 639.85 % $ 32,202,294 2,833.23 % $ (28,708,585 ) (89.15 )% General and administrative expenses decreased by $389,564, or 16.08%, from $2,422,126 for the six months ended June 30, 2025 to $2,032,562 for the six months ended June 30, 2026. The decrease was primarily attributable to commission expenses recognized in the six months ended June 30, 2025 that did not recur in the same period of 2026. The decrease was partially offset by an increase in business entertainment expenses driven by our new business expansion. Stock-based compensation expenses increased by $302,500 or 27.88%, from $1,085,000 for the six months ended June 30, 2025 to $1,387,500 for the six months ended June 30, 2026. The increase was primarily attributable to a larger number of shares granted (312,500 shares in June 2026 compared to 31,250 shares in March 2025, in each case as adjusted for the reverse stock splits), partially offset by a lower grant-date share price ($4.44 compared to $34.72, as adjusted). Selling expenses decreased by $228,575, or 51.87%, from $440,678 for the six months ended June 30, 2025 to $212,103 for the six months ended June 30, 2026. The decrease was primarily attributable to reduced business entertainment expenses and other relevant selling expenses as a result of the implementation of cost-control measures. Allowance for credit losses/doubtful accounts decreased by $28,392,946, or 100.49%, from an allowance for credit losses/doubtful accounts of $28,254,490 for the six months ended June 30, 2025 to a net recovery of credit losses/doubtful accounts of $138,456 for the six months ended June 30, 2026. The decrease was due to the provision for bad debts on related party receivables in connection with the disposal of a subsidiary during the six months ended June 30, 2025. Our management will continue monitoring and putting effort into the collection of receivables to lower the level of the allowance. Other Income, Net Net other income decreased by $3,135,314, or 99.31%, from net other income of $3,157,032 for the six months ended June 30, 2025 to $21,718 for the six months ended June 30, 2026. The decrease was primarily attributable to the gain on debt restructuring during the six months ended June 30, 2025 as we entered into a settlement and forbearance agreement with FT Global. The decrease was also attributable to the higher interest expenses caused by the convertible notes payable issued in July 2025, September 2025 and May 2026. The decrease was partially offset by an increase in interest income recognized effective December 2025 for the six months ended June 30, 2026, and no such income was incurred during the six months ended June 30, 2025. 41 Net loss from continuing operations Net loss from continuing operations decreased by $25,590,222, or 88.87%, from $28,795,178 for the six months ended June 30, 2025 to $3,204,956 for the six months ended June 30, 2026. The decrease was primarily due to the decrease in allowance for credit losses/doubtful accounts as discussed above. Gain on disposal of discontinued operations Gain on disposal of discontinued operation was $28.26 million for the six months ended June 30, 2025, which was related to the transfer of FTFT UK LIMITED, FTFT Finance UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC (Cayman), Future Fintech Digital Number One GP, LLC (USA), FTFT Digital Number One, Ltd. (Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd. Earnings (loss) per Share For the six months ended June 30, 2026, basic and diluted loss per share from continuing operations were both $2.27, as compared to loss per share of $162.66 (both basic and diluted) for the same period last year. For the six months ended June 30, 2026, basic and diluted earnings per share from discontinued operations were both $ nil, as compared to basic and diluted earnings per share of $147.29 and $147.07 for the same period last year, respectively. Liquidity and Capital Resources We currently finance our business operations primarily through convertible notes and the sale of our common stock. Our current cash primarily consists of cash on hand and cash in bank. As of June 30, 2026, we had cash, cash equivalents and restricted cash of $4.22 million, representing a decrease of $0.86 million from $5.08 million as of December 31, 2025. On July 30, 2026, we received aggregate gross proceeds of $30,000,000 from the private placement of 30,000,000 shares of our common stock described in Note 23 to our unaudited condensed consolidated financial statements. We intend to use the net proceeds of the private placement for working capital and general corporate purposes. In addition, following the completion of the transfer of the 20% equity interest in Xi’an Changshida Information Technology Co., Ltd. on July 3, 2026, the cash consideration of RMB 40,000,000 (approximately $5.6 million) and the share consideration became payable in accordance with the related share purchase agreement, and the remaining cash installments of approximately $1.02 million under the FT Global settlement are payable through December 2026. Working Capital Our working capital has historically been generated from our operating cash flows, advances from our customers and convertible notes. Our working capital was $43.14 million as of June 30, 2026, representing an increase of $0.59 million compared with working capital of $42.55 million as of December 31, 2025. The increase was primarily attributable to foreign exchange rate impacts on investment funds and a decrease in current liabilities, such as accounts payable and accrued expenses and other payables. Cash Flows The following table sets forth a summary of our cash flows for the periods indicated: Six months ended June 30, 2026 2025 Net cash used in operating activities from continuing operations $ (3,214,413 ) $ (18,467,180 ) Net cash provided by operating activities from discontinued operations - 19,037,420 Net cash provided by investing activities from continuing operations 1,451 375,837 Net cash provided by (used in) financing activities from continuing operations 1,901,686 (13,193 ) Effect of exchange rate change on cash, cash equivalents and restricted cash 451,179 88,297 Net increase (decrease) in cash, cash equivalents and restricted cash (860,097 ) 1,021,181 Cash, cash equivalents and restricted cash, beginning of period 5,077,164 4,765,111 Cash, cash equivalents and restricted cash, end of period $ 4,217,067 $ 5,786,292 42 Operating Activities Net cash used in operating activities from continuing operations amounted to $3.21 million for the six months ended June 30, 2026, primarily due to i) a net loss from continuing operations of $3.20 million adjusted for non-cash activities including net recovery of credit losses/doubtful accounts of $0.14 million and share-based payments of $1.39 million, and ii) net changes in our operating assets and liabilities, which mainly include a) a decrease in accounts payable of $0.96 million, b) a decrease in accrued expenses and other payables of $0.81 million, which was partially offset by a decrease in other receivables of $0.4 million. Net cash used in operating activities from continuing operations amounted to $18.47 million for the six months ended June 30, 2025, primarily due to i) a net loss from continuing operations of $28.80 million adjusted for non-cash activities including allowance for credit losses/doubtful accounts of $28.25 million, gain on debt restructuring of $3.07 million and share-based payments of $1.09 million, and ii) net changes in our operating assets and liabilities, which mainly include an increase in other receivables of $27.95 million, partially offset by a) an increase in accounts payable of $2.28 million, b) an increase in accrued expenses and other payables of $8.10 million. Investing Activities Net cash provided by investing activities from continuing operations amounted to $1,451 for the six months ended June 30, 2026, primarily due to redemption of short-term investments of $30,465, which was partially offset by payment for short-term investments of $29,014. Net cash provided by investing activities from continuing operations amounted to $0.38 million for the six months ended June 30, 2025, primarily due to collection from debt investments of $0.24 million and repayment of loan receivables of $0.14 million. Financing Activities Net cash provided by financing activities from continuing operations amounted to $1.90 million for the six months ended June 30, 2026, primarily consisting of proceeds from convertible notes payable of $2.00 million, which was partially offset by repayment made for amounts due to related parties of $0.10 million. Net cash used in financing activities from continuing operations amounted to $13,193 for the six months ended June 30, 2025, primarily consisting of payment made for amounts due from related parties of $4,322 and repayment of amounts due to related parties of $8,871. Contractual Obligations Other than (i) the leases disclosed in Note 7 in the notes to our unaudited condensed consolidated financial statements, (ii) the remaining cash installments of approximately $1.02 million payable through December 2026 under the Settlement and Forbearance Agreement with FT Global Capital, Inc. described in Note 20, (iii) the cash consideration of RMB 40,000,000 (approximately $5.6 million) and share consideration payable in connection with the acquisition of a 20% equity interest in Xi’an Changshida Information Technology Co., Ltd. described in Note 23, and (iv) our obligations under the convertible notes payable described in Note 12, we had no other long-term fixed contractual obligations or commitments as of June 30, 2026. Off-balance sheet arrangements As of June 30, 2026, we did not have any off-balance sheet arrangements. 43 Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable. Item 4. Controls and Procedures Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, our principal executive officer and principal financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective due to a material weakness in our internal control over financial reporting. Specifically, we currently lack sufficient accounting personnel with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements. We have taken, and are taking, certain actions to remediate the material weakness related to our lack of U.S. GAAP experience. We have engaged an outside consultant with U.S. GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are prepared in accordance with U.S. GAAP. We have adopted and are continuously implementing policies, procedures and practices recommended in the report of the consultant and have arranged internal control training for our employees and management on disclosure controls and procedures. We believe the measures described above will remediate the material weakness identified above. The Company continues to make efforts to implement its existing and newly adopted procedures to improve our disclosure controls and internal controls over financial reporting. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine that additional measures are necessary. Changes to Internal Control over Financial Reporting Other than discussed above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 44 PART II. OTHER INFORMATION Item 1. Legal Proceedings Legal case with FT Global Capital, Inc. In January 2021, FT Global Capital, Inc., a former placement agent of the Company, filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia, and served the complaint that same month. The Company has previously reported developments related to this matter in its filings with the SEC, including without limitation, its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Form 10-K for the fiscal year ended December 31, 2022, Form 10-K for the fiscal year ended December 31, 2023, Form 10-K for the fiscal year ended December 31, 2024, Quarterly Report on Form 10-Q for the fiscal quarter ended on March 31, 2025. On June 17, 2025, the Company entered into a Settlement and Forbearance Agreement with FT Global to resolve four federal court judgments entered against the Company. Pursuant to the Agreement, the company was required to pay an aggregate settlement amount of $4.0 million and issue a total of 106,250 shares (as adjusted for the reverse stock splits) 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) 3,750 shares and 21,250 shares of common stock were issued on June 30, 2025 and July 2, 2025, respectively, and (iv) 40,625 shares and 40,625 shares of common stock shall be issued no earlier than six months and twelve months following the agreement’s effective date, respectively. As of June 30, 2026, a total of 107,368 shares of common stock had been issued and an aggregate amount of $2.98 million had been repaid to the Creditor. The Company’s obligations include instalment payments over 18 months and the issuance of shares pursuant to a court order under Section 3(a)(10) of the Securities Act. The agreement also includes mutual releases and requires the Company to remain current in its SEC filings and maintain its listing on a national securities exchange. Additional details are included in the Company’s Current Report on Form 8-K filed on June 20, 2025. As of the date of this report, the Settlement and Forbearance Agreement remains in effect and the parties are in compliance with the terms. Shareholders Lawsuit (LaBelle and Janzen) The LaBelle case is a putative securities class action filed in January 2024 and is pending in the District of New Jersey. Denise LaBelle (“Plaintiff”) alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially false or misleading statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of the Company, Mr. Shanchun Huang and charges filed by the SEC against Mr. Shanchun Huang with manipulative trading in the stock of the Company using an offshore account shortly before he became the Company’s CEO in 2020 and failing to disclose his beneficial ownership. Mr. 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. On July 28, 2025, the Plaintiff filed an amended complaint. Defendants (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. Mr. 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 12(b)(5). 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 derivative case filed by Jeff Janzen on May 31, 2024, also pending in the District of New Jersey, brought nominally on behalf of Future FinTech. Plaintiff alleges that certain current and former officers and directors breached fiduciary duties by allowing or failing to prevent the same alleged misconduct at issue in LaBelle, including mismanagement and misleading public disclosures. On January 20, 2026, the Company and certain of its current and former officers and directors filed a motion to dismiss the derivative complaint pursuant to Rules 12(b)(5) and 12(b)(6) of the Federal Rules of Civil Procedure in the United States District Court for the District of New Jersey. The derivative case has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in LaBelle, but plaintiff has reserved the right to participate in mediation and settlement discussions relating to the class action. 45 Item 1A. R isk Factors Not applicable. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the three months ended June 30, 2026, the Company issued the following securities that were not registered under the Securities Act of 1933, as amended (the "Securities Act") (share figures as adjusted for the July 2026 reverse stock split): (i) an aggregate of 199,920 shares of common stock issued to the holder of the Company's convertible notes payable upon partial conversions thereof between April 8, 2026 and June 11, 2026, for an aggregate conversion amount of $725,000, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act; and (ii) 45,621 shares of common stock issued on May 7, 2026 to FT Global Capital, Inc. pursuant to the Settlement and Forbearance Agreement described in Item 1 above, in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act pursuant to the order of the United States District Court for the Southern District of New York or, alternatively, in reliance on Section 4(a)(2) of the Securities Act. No underwriters were involved in, and no underwriting discounts or commissions were paid in connection with, either of the foregoing issuances. Item 3. Defaults upon Senior Securities None. Item 4. Mine Safety Disclosure Not applicable. Item 5. Other Information During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 46 Item 6. Exhibits Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation, dated September 5, 2025 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on September 5, 2025). 3.2 Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with Department of State of Florida on January 8, 2026. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on January 14, 2026. 3.3 Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with the Department of State of Florida on July 8, 2026 and effective on July 10, 2026 (1-for-4 reverse stock split). Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on July 8, 2026. 3.4 Amended and Restated Bylaws, dated August 6, 2025. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on August 26, 2025. 4.1 Description of Securities of the Registrant registered under Section 12 of the Securities Exchange Act of 1934, as amended. Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K filed with the Commission on March 18, 2026. 10.1 Pre-Paid Purchase #3 Agreement, dated May 20, 2026, between the Registrant and Avondale Capital LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on May 26, 2026). 10.2 Share Purchase Agreement, dated June 12, 2026, by and among the Registrant, Future Commercial Group Limited and Zhang Shuge, relating to the acquisition of a 20% equity interest in Xi’an Changshida Information Technology Co., Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on June 15, 2026). 10.3 Future FinTech Group Inc. 2025 Omnibus Equity Plan (incorporated by reference to Exhibit 4.7 to our Registration Statement on Form S-8 filed with the Commission on May 29, 2026).† 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule15d-14(a) of the Securities Exchange Act of 1934, as amended* 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended* 32.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+ 32.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+ 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * filed herewith + Furnished herewith † Indicates a management contract or compensatory plan or arrangement. 47 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FUTURE FINTECH GROUP INC. By: /s/ Hu Li Hu Li Chief Executive Officer (Principal Executive Officer) August 14, 2026 By: /s/ Ting Ouyang Ting Ouyang Chief Financial Officer (Principal Financial and Accounting Officer) August 14, 2026 48