What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 482 added, 338 removed, 897 unchanged (48% of the section changed)

Financial Statements

FUTURE FINTECH GROUP INC.

FUTURE FINTECH

CONDENSED CONSOLIDATED BALANCE SHEETS

2 unchanged sentences

Restricted cash

Short - term investment

Short - term investments

Accounts receivable, net

3 unchanged sentences

Advances to suppliers and other current assets, net

Amount due from a related party

TOTAL CURRENT ASSETS

11 unchanged sentences

Advances from customers

Convertible notes payables

Convertible notes payable

Lease liability - current

9 unchanged sentences

37,500,000 shares authorized;

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

1,868,177 shares and 1,262,082 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively*

Additional paid-in capital

8 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

* 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

1 unchanged sentence

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION

AND COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended

For the Six Months Ended

Cost of revenue

1 unchanged sentence

General and administrative expenses

Stock-based compensation

Stock-based compensation expenses

Selling expenses

2 unchanged sentences

Loss from operations

( 1,324,896 )

( 30,636,543 )

Other income (expenses)

2 unchanged sentences

Amortization of debt issuance costs

Other income, net

Total other income, net

Loss from Continuing Operations before Income Tax

( 1,275,128 )

( 30,538,015 )

Gain on debt restructuring

Other income (expenses), net

Total other income (expenses)

Income (Loss) from continuing operations before income tax

Income tax provision

Deferred income tax

Loss from Continuing Operations

( 1,275,128 )

( 30,538,015 )

Income (Loss) from continuing operations

Discontinued operations

Loss from discontinued operations

Income (Loss) from discontinued operations

Gain on disposal of discontinued operations

$ ( 1,275,128 )

$ ( 2,707,282 )

NET INCOME (LOSS)

Net income attributable to non-controlling interests of discontinued operations

Net Income attributable to non-controlling interests of continued operations

Net loss attributable to Future Fintech Group, Inc.

$ ( 1,275,128 )

$ ( 4,573,348 )

Net loss attributable to non-controlling interests of continued operations

Net income (loss) attributable to Future Fintech Group, Inc.

Other comprehensive income (loss)

Loss from continuing operations

$ ( 1,275,128 )

$ ( 30,538,015 )

Income (Loss) from continuing operations

Foreign currency translation - continuing operations

Comprehensive Loss - Continuing Operations

$ ( 536,883 )

$ ( 30,733,295 )

Comprehensive Income (Loss) - continuing operations

Income from discontinued operations

1 unchanged sentence

Comprehensive Income - discontinued operations

Comprehensive Loss

$ ( 536,883 )

$ ( 3,080,285 )

Comprehensive Income (Loss)

Comprehensive income attributable to non-controlling interests of continuing operations

Comprehensive income attributable to non-controlling interests of discontinued operations

COMPREHENSIVE LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP, INC.

$ ( 536,883 )

$ ( 4,946,351 )

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO Future Fintech Group, Inc.

Basic earnings (loss) per share:

Basic loss per share from continuing operation

Basic earnings per share from discontinued operation

Basic earnings (loss) per share from continuing operations

Basic earnings per share from discontinued operations

Diluted earnings (loss) per share:

Diluted loss per share from continuing operation

Diluted earnings per share from discontinued operation

Diluted earnings (loss) per share from continuing operations

Diluted earnings per share from discontinued operations

Weighted average number of shares outstanding

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

* 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.

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

Three Months ended March 31, 2025

Fintech Group, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months ended June 30, 2025

comprehensive

Income (loss)

Balance at March 31, 2025

$ 238,724,093

$ ( 223,458,882 )

$ ( 4,441,655 )

Issuance of common stocks-conversion of debt

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

Pending Equity Settlement

Net income from continuing operations

Net income from discontinued operations

Disposition of discontinued operations

Foreign currency translation adjustment

Balance at June 30, 2025

$ 240,477,250

$ ( 221,607,102 )

$ ( 4,421,011 )

Three Months ended June 30, 2026

comprehensive

Income (loss)

Balance at March 31, 2026

$ 271,148,623

$ ( 224,780,727 )

$ ( 2,946,756 )

Issuance of common stocks-conversion of debt

Issuance of common stocks - debt restructuring

Share-based payments-omnibus equity plan

Net loss from continuing operations

( 1,929,828 )

Foreign currency translation adjustment

Balance at June 30, 2026

$ 273,260,564

$ ( 226,710,555 )

$ ( 2,222,619 )

Six Months ended June 30, 2025

comprehensive

Non-controlling

Income (loss)

Balance at December 31, 2024

4 unchanged sentences

Issuance of common stocks-conversion of debt

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

Net loss from continuing operations

2 unchanged sentences

Net loss from discontinued operations

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

Share-based payments-omnibus equity plan

Pending Equity Settlement

Foreign currency translation adjustment

Disposition of discontinued operation

Balance at March 31, 2025

Disposition of discontinued operations

Balance at June 30, 2025

$ 240,477,250

1 unchanged sentence

$ ( 4,421,011 )

Three Months ended March 31, 2026

Six Months ended June 30, 2026

comprehensive

Income (loss)

Balance at December 31, 2025

4 unchanged sentences

Issuance of common stocks - debt restructuring

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

Net loss from continuing operations

1 unchanged sentence

( 3,204,956 )

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

Share-based payments-omnibus equity plan

Foreign currency translation adjustment

Balance at March 31, 2026

Balance at June 30, 2026

$ 273,260,564

1 unchanged sentence

$ ( 2,222,619 )

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

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

1 unchanged sentence

FUTURE FINTECH GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

For the Three Months Ended

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

Cash flows from operating activities:

1 unchanged sentence

$ ( 855,502 )

Net income from discontinued operation

Net loss from continuing operation

Net income from discontinued operations

Net loss from continuing operations

( 3,204,956 )

2 unchanged sentences

Amortization of debt issuance costs

Allowance for (reversal of) credit losses/doubtful accounts

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

Share-based payments

Gain on debt restructuring

( 3,071,827 )

Interest expenses related to convertible note

1 unchanged sentence

Accounts receivable

Other receivable

Other receivables

( 27,951,895 )

Advances to suppliers and other current assets

( 3,608,016 )

Operating lease assets and liabilities

2 unchanged sentences

Advances from customers

Other non-current liabilities

Net cash used in operating activities from continuing operations

4 unchanged sentences

Debt investment

Payment for short-term investment

Payment for short term Investments

Redemption of short-term investments

1 unchanged sentence

Net cash provided by investing activities from continuing operations

Net Cash Used in Investing Activities from Discontinued Operations

Net cash provided by investing activities from discontinued operations

Cash flows from financing activities:

Payment made for amounts due from related parties, net

Repayment of amounts due to related parties, net

Net Cash Used in Financing Activities from Continuing Operations

Proceeds from convertible notes payable

Payment made for amounts due from a related party

Repayment of amounts due to a related party

Net cash provided by (used in) financing activities from continuing operations

Net cash provided by financing activities from discontinued operations

Effect of Exchange Rate Changes on Cash and Restricted Cash

Net Decrease in Cash and Restricted Cash

( 1,396,664 )

Cash and Restricted Cash, at beginning of Period

Cash and Restricted Cash at end of Period

Noncash activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

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

Noncash activity

Issuance of common stocks for conversion of debts

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED MARCH 31, 2026 AND 2025

CORPORATE INFORMATION

26 unchanged sentences

No changes are being made to the number of preferred shares of the Company which remain as 10,000,000 preferred shares as authorized but

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

The amendment to the Articles of Incorporation of the Company took effect at 1:00 p.m.

on April 1, 2025.

3 unchanged sentences

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

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”).

No changes are being made to the number of preferred shares of the Company which remain as 10,000,000 preferred shares

as authorized but not issued.

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

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

The amendment to the Articles of Incorporation of the Company took effect at 1:00 p.m.

on January 8, 2026.

Both of the reverse stock splits described above

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

in per share data for all periods presented.

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”).

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.

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.

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

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 Exchange Commission (the “SEC”).

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

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

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

The financial data and other

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

The results for the three

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

year ending December 31, 2026.

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

Securities and Exchange Commission

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

the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present

fairly the financial position as of June 30, 2026 and the results of operations and cash flows for the periods ended June 30, 2026

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

30 unchanged sentences

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

Segment Information Reclassification

The Company classified its business segments into

Segment Information

The Company classified business segments into

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

1 unchanged sentence

The Company’s condensed consolidated financial

statements have been prepared in accordance with U.S.

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

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

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.

1 unchanged sentence

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

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

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.

9 unchanged sentences

The Company’s operating losses from continuing operations amounted to $ 3.20 million, and it had negative operating

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

cash flows from continuing operations of $ 3.21 million for the six months ended June 30, 2026.

These factors raise substantial doubts

2 unchanged sentences

common stock.

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

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

The accompanying financial

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

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.

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

Impairment of Long-Lived Assets

14 unchanged sentences

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.

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,

and restricted cash and short-term investments are classified within level 1 of the fair value hierarchy because they are valued using

quoted market prices.

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

11 unchanged sentences

following table.

For the three months ended March 31, 2026:

For the six months ended June 30, 2026:

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

5 unchanged sentences

Income available to common stockholders from discontinued operations

For the three months ended March 31, 2025:

For the six months ended June 30, 2025:

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

7 unchanged sentences

$ ( 28,795,178 )

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

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

For the three months ended June 30, 2026:

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

$ ( 1,929,828 )

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

Basic and Diluted EPS:

Loss to common stockholders from continuing operations

$ ( 1,929,828 )

Income to common stockholders from discontinued operations

For the three months ended June 30, 2025:

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

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

Income available to common stockholders from continuing operations

Income available to common stockholders from discontinued operations

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

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

Cash and Cash Equivalents

9 unchanged sentences

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

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

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.

Receivable and Credit Losses

16 unchanged sentences

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

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

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

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

In these cases, the Company uses assumptions and judgment,

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

the receivable to the amount expected to be collected.

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

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.

The Company may

also record a general allowance as necessary.

Direct write-offs are taken in the period when

2 unchanged sentences

The Company has assessed its accounts receivable

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

including credit terms and corresponding all its accounts receivable as of June 30, 2026.

Allowance for credit losses on accounts receivable

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

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 March 31, 2026 and December 31, 2025, respectively.

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

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 $ 2,618,383 and $ 2,577,629 as of March 31, 2026 and December 31, 2025, respectively.

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

22 unchanged sentences

Historically, customer returns were immaterial.

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

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

13 unchanged sentences

Revenue from provision of trading

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

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

1 unchanged sentence

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

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

supply chain financing/trading was $ nil and $ 1,341 during the six months ended June 30, 2026 and 2025, respectively.

Property and Equipment

6 unchanged sentences

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 loss.

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

4 unchanged sentences

Vehicle 5 years

Leasehold improvements Lesser of useful life and lease term

Leasehold improvements Lesser of

and lease term

Expenditures for maintenance and repairs, which

3 unchanged sentences

The cost and related accumulated depreciation of assets retired

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

comprehensive loss in other income or expenses.

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.

Intangible Assets

6 unchanged sentences

use if they were pricing the intangible asset.

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

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)

Foreign Currency and Other Comprehensive Income

The financial statements of the Company’s

4 unchanged sentences

The exchange rate the Company used to convert

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

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

1 unchanged sentence

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

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

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 March 31, 2026 and December 31, 2025.

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

1 unchanged sentence

The average exchange rates the Company used to convert HKD to USD were 7.82 :1

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

and 7.79 :1 for the six months ended June 30, 2026 and 2025, respectively.

Translation adjustments are reported separately

7 unchanged sentences

relevant government authorities.

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

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

The 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

31 unchanged sentences

Fair valued or carried at amortized costs.

As of March 31,

As of June 30, 2026

and December 31, 2025, the long-term investments amounted to $ 841,849 and $ 986,345 , respectively.

During the three months ended March

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.

The Company did not recognize an impairment

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

The Company follows ASU No.

17 unchanged sentences

certain not to exercise those options.

Share-based Compensation

Stock-based Compensation

The Company awards share options and other equity-based

14 unchanged sentences

New Accounting Pronouncements

In November 2024, the FASB issued ASU No.

In November 2024, the FASB issued ASU

2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures.

This ASU requires entities to 1.

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

The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning

after December 15, 2027.

This ASU requires entities

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.

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

The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses.

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.

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.

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the impact of adopting this ASU on its financial statements.

The Company does not believe that any other recently

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

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Total other receivables, net

(1) Other receivables consist mainly

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

December 16, 2025.

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

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

As of March 31,

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

(2) Receivable for prepaid purchases

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

(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.

INVESTMENT FUNDS

As of March 31, 2026, the balance of investment

As of June 30, 2026, the balance of investment

funds was $ 31.39 million.

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

For the three months ended

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

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

rate were 1.12 years and 4.51 %, respectively.

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:

As of March 31, 2026

From April 1, 2026 to March 31, 2027

From April 1, 2027 to March 31, 2028

As of June 30, 2026

From July 1, 2026 to June 30, 2027

From July 1, 2027 to June 30, 2028

amounts representing interest

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

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

ended March 31, 2026.

Short-term leases cost was $ 11,363 and $ nil for the

six months ended June 30, 2026 and 2025, respectively.

PROPERTY AND EQUIPMENT, NET

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Depreciation expense included in general and administration

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

expenses for the six months ended June 30, 2026 and 2025 was $ 37,172 and $ 50,971 , respectively.

INTANGIBLE ASSETS, NET

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Amortization expense included in general and administration

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

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 March 31, 2026

From April 1, 2026 to March 31, 2027

From April 1, 2027 to March 31, 2028

From April 1, 2028 to March 31, 2029

From April 1, 2029 to March 31, 2030

From April 1, 2030 to March 31, 2031

ACCOUNT PAYABLES

The amount of account payables consisted of the

As of June 30, 2026

From July 1, 2026 to June 30, 2027

From July 1, 2027 to June 30, 2028

From July 1, 2028 to June 30, 2029

From July 1, 2029 to June 30, 2030

From July 1, 2030 to June 30, 2031

ACCOUNTS PAYABLE

Accounts payable consisted of the

Trading Commission and Consulting Services payment

Fast-Moving Consumer Goods payment

Total account payables

Total accounts payable

ACCRUED EXPENSES AND OTHER PAYABLES

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In January 2021, FT Global Capital, Inc.

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

(“FT Global”), 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

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 over an 18-month period.

For the fiscal year ended December

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

other payables.

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.

CONVERTIBLE NOTES PAYABLE

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Interest expenses

Convertible notes payable I

Convertible notes payable I (the “Note

On December 27, 2023, the Company issued a convertible

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Floor Price was $ 36.352 per share of Common Stock.

The Note was unsecured.

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

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

The lender elected to redeem a portion of the Note in

redemption conversion shares.

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

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

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

As of December 31, 2025, the balance of this

convertible notes payable was $ nil .

Convertible notes payable II

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 .

Convertible notes payable II (the “Note II”)

On July 28, 2025 (“Beginning Date”),

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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

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

As of March 31, 2026, the Company has received

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

payable II was $ 1,689,385 , with a carrying value of $ 1,864,000 , net of deferred financing costs of $ 10,615 was recorded in the unaudited

condensed consolidated balance sheets.

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

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

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

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

Such redemption and conversion shares amounted

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

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.

RELATED PARTY TRANSACTION

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

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:

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

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

For the three months

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

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

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the unrecognized benefits associated with the tax positions.

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

For the six months ended June 30, 2026 and 2025, the Company had no unrecognized

tax benefits.

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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.

The Company has not provided deferred taxes on

undistributed earnings attributable to its PRC subsidiaries as they are to be permanently reinvested.

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.

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

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

and were subject to an enterprise income

tax rate of 5 %.

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

and low-profit enterprises for the six months ended June 30, 2026 and 2025, and were subject to an enterprise income tax rate

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

Future FinTech (Hong Kong) Limited is incorporated

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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:

Reconciliation of the differences between the

statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company:

Loss before taxation

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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

As of June 3, 2026, the Shares have been issued to the Grantees.

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 421,053 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 $ 19 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 421,053 shares of the Company’s Common Stock and warrants to purchase up to an aggregate of 421,053 shares of

the Company’s Common Stock at an exercise price of $ 21.5 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 42,108 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 $ 23.75 per share and is not exercisable until June 24, 2021.

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

shares of the Company’s Common Stock.

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

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

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

Common stocks issued in connection with the convertible notes

Common stocks issued in connection with the

convertible notes

Convertible notes payable I

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On July 3, 2024, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

a portion of the Note I in redemption conversion shares.

Lender redemption conversion shares 854 , amount $ 50,000 , at a price of $ 58.548

On July 18, 2024, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

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

On August 26, 2024, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

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

On October 24, 2024, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

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

On November 11, 2024, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

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

On November 14, 2024, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

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

On December 18, 2024, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

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

On January 7, 2025, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

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

On January 24, 2025, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

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

On September 10 and 11, 2025, that Lender elected

to redeem the entire balance of the Note through the issuance of 49,835 redemption conversion shares, at a price of $ 9.005 per share,

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 .

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

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

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

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

On September 22, 2025, the Company received

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

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

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

shares of common stock to the Investor as a commitment fee.

On September 22, 2025, the Company issued 90,313

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

On January 23, 2026, the Investor elected to redeem

a portion of the Note in redemption conversion shares.

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

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

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

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.

STATUTORY RESERVES AND RESTRICTED NET ASSETS

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The restriction

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

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

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The gain on disposal was $ 52,749 .

Income from discontinued operations for the three months ended March

31, 2026 and 2025 was as follows:

Income from discontinued operations for the three

and six months ended June 30, 2026 and 2025 was as follows:

For the three months ended

COST OF REVENUES

For the six months ended

COST OF SALES

OPERATING EXPENSES:

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Selling expenses

Allowance for credit losses / doubtful accounts

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

Total operating expenses

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Total other income, net

Loss from discontinued operations before income tax

Income (Loss) from discontinued operations before income tax

Income tax provision

Loss from discontinued operations before non-controlling interest

Income (Loss) from discontinued operation before non-controlling interest

Gain on disposal of discontinued operations

net income attributable to non-controlling interests

INCOME FROM DISCONTINUED OPERATIONS

INCOME FROM DISCONTINUED OPERATION

SEGMENT REPORTING

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information, including segmented internal profit and loss statements prepared on a basis consistent with GAAP.

The Company operates in

three segments starting in fiscal 2021:

“supply chain financing service and trading business” and “others”.

described in Note 18.

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of each reportable segment.

For the three months ended March 31, 2026

Three months ended June 30, 2026

Reportable segment revenue

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Segment gross profit

For the three months ended March 31, 2025

Three months ended June 30, 2025

Reportable segment revenue

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Segment gross profit

Loss before Income Tax:

For the Three Months Ended

Six months ended June 30, 2026

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

Six months ended June 30, 2025

Reportable segment revenue

Inter-segment loss

Revenue from external customers

Segment gross profit

Income (loss) before Income Tax:

Three Months Ended

Six Months Ended

Supply Chain Financing/Trading

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Corporate and Unallocated

( 2,090,064 )

Total operating expenses and other expenses

Loss before income tax

( 1,563,778 )

Income (Loss) before income tax

$ ( 1,929,828 )

Segment assets as of March 31, 2026 and December

$ ( 3,204,956 )

$ ( 28,795,178 )

Segment assets as of June 30, 2026 and December

Supply Chain Financing/Trading

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

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

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

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

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

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

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

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in paid-in capital and other payables on the unaudited condensed consolidated balance sheets.

Upon the debt restructurings, the Company

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

of operations and comprehensive loss.

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).

COMMITMENTS AND CONTINGENCIES

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

Denise LaBelle (“Plaintiff”) alleges that the

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

Denise LaBelle (“Plaintiff”) alleges that the Company

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

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

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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.

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

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

The lead plaintiff and lead counsel were appointed

in September 2024.

The Company was served in September 2024.

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

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

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.

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Customer concentration risk

For the three months ended March 31, 2026, two

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

For the three months ended March 31, 2025,

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

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 three months ended March 31, 2026, two

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

For the three months ended March 31, 2025,

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

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.

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

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.

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.

Huang is the Company’s controlling shareholder and served as the Company’s Chief Executive Officer from 2020 to August

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

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

What changed 10-Q

Item 1. Financial Statements