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CLOSED · 05:30 ET
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Sat Oct 31 · markets closed3 signals on Oct 30129 insider buys this week · $10BCIRO short report next: Nov 15The week ahead

FTFT

Future FinTech Group Inc.
NASDAQ · INDUSTRIALS · SERVICES-BUSINESS SERVICES, NEC
2.92
−0.24 −7.59%
USD · close Oct 30
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Work order
0
FLAG · shorts 0
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $94.2MP/E —DIV YIELD —FCF YIELD —REV TTM $3.2M +39.7%NET INCOME −$5.1MNET CASH $1.7M52W 1.31 – 116.48SEC XBRL · TTM TO Invalid Date

How FTFT rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
83%
of sentences unchanged
Added
75
new sentences
Dropped
62
sentences removed
Length
+1,031
words, now 29,437

New in FY2025

  • You should not place undue reliance on these forward-looking statements. ii We undertake no obligation to update forward-looking statements to reflect subsequent events, changed circumstances or the occurrence of unanticipated events except as required by law.
  • Future Fintech Group, Inc. is a holding company incorporated in Florida and it is not an operating company.
  • Summary of Significant Risk Factors The following is a summary of significant risk factors and uncertainties that may affect our business, which are discussed in more detail below in “Part I - Item 1A - Risk Risks Related to Our Business ● We are involved, and may become involved in the future, in disputes and other legal or regulatory proceedings that, if adversely decided or settled, could materially and adversely affect our business, financial condition and results of operations and cause the value of our securities to significantly decline or be worthless. ● An occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations and financial results. ● The supply chain financing service industry is an emerging and rapidly evolving industry in China and we might not achieve the development as we expected. ● The supply chain financing service industry is increasingly competitive in China.
  • If we fail to compete effectively, we may lose our customers and partners, which could materially and adversely affect our business, financial condition and results of operations. ● We are subject to cyber security risks and may incur increasing costs in an effort to minimize those risks and to respond to cyber incidents. ● Our business depends on internet, our websites, network infrastructure and processing system. ● Our listing readiness and preparatory consulting services business is in an early stage and is subject to regulatory interpretation and execution risks.
  • Risks Related to Doing Business in the PRC ● Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations. ● Uncertainties and quick change in the interpretation and enforcement of Chinese laws and regulations with little advance notice could result in a material and negative impact our business operations, decrease the value of our shares of common stock and limit the legal protections available to us. iii ● The Chinese government exerts substantial influence over the manner in which we must conduct our business as well as more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, and may intervene or influence our operations at any time, which could result in a material change in our operations, and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and, and cause the value of our shares of common stock to significantly decline or be worthless. ● There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. ● We could be restricted from paying dividends to shareholders due to PRC laws and other contractual requirements.
  • To the extent cash and/or assets in the business are in the PRC and/or Hong Kong or our PRC and/or Hong Kong entities, and the WFOE, such funds and/or assets may not be available to fund operations or for other use outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash and/or assets. ● The Holding Foreign Companies Accountable Act, or the HFCA Act, and the related regulations are evolving quickly.
  • Additionally, the inability of the PCAOB to conduct full inspections of our auditor deprives our investors of the benefits of such inspections. ● The filing with the China Securities Regulatory Commission (“CSRC”) is required in connection with any offering under New Overseas Listing Rules, and we currently are not in compliance with such rules and we may face sanctions and penalties by the CSRC or other PRC regulatory agencies for failure to timely file with the CSRC.
  • Risks Related to Our Common Stock ● We are authorized to issue blank check preferred stock, which may be issued without shareholder approval and which may adversely affect the rights of holders of our Common Stock. ● In recent years, our Common Stock has been in danger of being delisted from the NASDAQ Stock Market (“NASDAQ”). ● We have implemented a reverse stock split to address Nasdaq minimum bid price requirements, and there can be no assurance that our common stock will maintain compliance with Nasdaq listing standards.
  • Other risks and uncertainties, including those listed under “Part I-Item 1A - Risk Factors”.
  • The activities conducted by this Hong Kong subsidiary are included in our Trading Commission and Consulting services segment.
  • On January 8, 2026, the Company filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”).
  • As a result of the Amendment, the Company has authorized and approved a 1-for-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”).
  • The Company will round up the fractional shares that result from the Reverse Stock Split and no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.
  • The current pre-split number of shares of commons stock outstanding is 20,193,311 and the post-split number of shares outstanding will be approximately 5,048,328.
  • The amendment to the Articles of Incorporation of the Company took effect at 1:00pm E.T. on January 8, 2026.
  • On December 16, 2025, the Company through its wholly owned subsidiary Future Commercial Group Ltd.
  • (the “Seller”), completed the disposition of 100% of the equity interests of Future Commercial Management (Hainan) Co., Ltd.
  • (the “Subsidiary”) to Xi’an Yinshi Trading Co., Ltd.
  • The disposition was completed pursuant to a Share Transfer Agreement dated November 18, 2025 (the “Agreement”) among the Seller and the Buyer (the “Disposition”).
  • The assets disposed of consisted of all of the issued and outstanding equity interests of the Subsidiary, a PRC entity previously wholly owned and consolidated by the Company.
  • Upon completion of the Disposition, the Subsidiary ceased to be a subsidiary of the Company.
  • Our organizational structure as of March 16, 2026 is set forth in the diagram: VIE Contractual Arrangements On July 31, 2019, Cloud Chain Network and Technology (Tianjin) Co., Limited (“CCM Network” or “CCM Tianjin”, formerly known as Chain Cloud Mall Network and Technology (Tianjin) Co., Limited), Cloud Chain E-Commerce (Tianjin) Co., Ltd., formerly known as Chain Cloud Mall E-Commerce (Tianjin) Co., Ltd.
  • We are in the process of expanding into listing readiness and preparatory consulting services, which are conducted primarily through our Hong Kong subsidiary, Future FinTech (Hong Kong) Limited, a company incorporated in Hong Kong.
  • In certain limited circumstances, these services may also involve our PRC subsidiary, Future Information Service (Shenzhen) Co., Ltd., a company organized under the laws of the People’s Republic of China.
  • All activities relating to this business have been conducted outside of the United States and are expected to continue to be conducted outside of the United States.
  • This business line provides corporate consulting services to private companies that are evaluating or preparing for a potential public listing.
  • Our services include assistance with internal control readiness, financial reporting preparation, corporate governance structuring, coordination with auditors and legal counsel, other preparatory matters relating to listing readiness, and assistance in completing the proposed offering and listing.
  • Neither we nor our subsidiaries, Future FinTech (Hong Kong) Limited and Future Information Service (Shenzhen) Co., Ltd., engage in underwriting, securities brokerage, placement agent services, investor solicitation, or similar activities in the United States or in any other jurisdiction where we do not hold the required license or registration.
  • Any securities offerings undertaken by our clients are conducted by licensed underwriters, broker-dealers, or other appropriately registered financial institutions retained directly by such clients.
  • As of the date of this report, Future FinTech (Hong Kong) Limited and Future Information Service (Shenzhen) Co., Ltd. have entered into consulting agreements with a limited number of clients and have received certain advance payments under such agreements.
  • For the fiscal year ended December 31, 2025, the company recognized revenue of $135,605.61.
  • This business line remains in an early stage of development, and our ability to expand these services will depend on market conditions, client demand, regulatory developments, and our ability to execute our consulting engagements effectively.
  • For additional details, see “ ITEM 1A – RISK FACTORS – Risk Related to Our Business - Our listing readiness and preparatory consulting services business is in an early stage and is subject to regulatory interpretation and execution risks, and our ability to develop this business may be affected by regulatory developments and market conditions .” Supply Chain Financing Service and Trading in China Since the second quarter of 2021, we started supply chain financing service and trading business, which currently includes coal, aluminum ingots, sand and steel supply chain financing service and trading business.
  • During fiscal year 2025, due to reduced activity in the domestic bulk commodity trading market in China and management’s reassessment of credit exposure and capital allocation priorities, we significantly scaled down this business segment.
  • As a result, revenues generated from supply chain financing and trading activities declined substantially compared to fiscal year 2024.
  • As of the date of this report, this business line represents an immaterial portion of our total revenues.
  • 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.
  • Proposed Acquisition of TansGen SC Tech Limited In September 2025, the board of directors approved a proposal to pursue a potential acquisition of TansGen SC Tech Limited (the “Target”), as part of the Company’s ongoing strategic transition and expansion initiatives.
  • Since the fourth quarter of 2025, the Company has been engaged in preliminary negotiations with the Target.
  • As of the date of this report, no definitive acquisition agreement has been executed.

and 35 more.

Gone since FY2024

  • You should not place undue reliance on these forward-looking statements.
  • We undertake no obligation to update forward-looking statements to reflect subsequent events, changed circumstances or the occurrence of unanticipated events except as required by law. ii Future Fintech Group, Inc. is a holding company incorporated in Florida and it is not an operating company.
  • Summary of Significant Risk Factors The following is a summary of significant risk factors and uncertainties that may affect our business, which are discussed in more detail below in “Part I — Item Risks Related to Our Business ● We are involved, and may become involved in the future, in disputes and other legal or regulatory proceedings that, if adversely decided or settled, could materially and adversely affect our business, financial condition and results of operations a nd cause the value of our securities to significantly decline or be worthless.
  • (see page 22 of this report) ● An occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations and financial results.
  • (see page 23 of this report) ● The supply chain financing service industry is an emerging and rapidly evolving industry in China and we might not achieve the development as we expected.
  • (see page 24 of this report) ● The supply chain financing service industry is increasingly competitive in China.
  • (see page 24 of this report) ● We are subject to cyber security risks and may incur increasing costs in an effort to minimize those risks and to respond to cyber incidents.
  • (see page 27 of this report) ● Our business depends on internet, our websites, network infrastructure and processing system.
  • (see page 26 of this report) Risks Related to Doing Business in the PRC ● Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations.
  • (see page 28 of this report) ● Uncertainties and quick change in the interpretation and enforcement of Chinese laws and regulations with little advance notice could result in a material and negative impact our business operations, decrease the value of our shares of common stock and limit the legal protections available to us.
  • (see page 30 of this report) iii ● The Chinese government exerts substantial influence over the manner in which we must conduct our business as well as more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, and may intervene or influence our operations at any time, which could result in a material change in our operations, and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and, and cause the value of our shares of common stock to significantly decline or be worthless.
  • (see page 31 of this report) ● There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC.
  • (see page 32 of this report) ● We could be restricted from paying dividends to shareholders due to PRC laws and other contractual requirements.
  • To the extent cash and/or assets in the business are in the PRC and/or Hong Kong or our PRC and/or Hong Kong entities, and the WFOE, such funds and/or assets may not be available to fund operations or for other use outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash and/or assets.
  • (see page 33 of this report) ● The Holding Foreign Companies Accountable Act, or the HFCA Act, and the related regulations are evolving quickly.
  • (see page 36 of this report) ● The filing with the China Securities Regulatory Commission (“CSRC”) is required in connection with any offering under New Overseas Listing Rules, and we currently are not in compliance with such rules and we may face sanctions and penalties by the CSRC or other PRC regulatory agencies for failure to timely file with the CSRC.
  • (see page 35 of this report) Risks Related to Our Common Stock ● We are authorized to issue blank check preferred stock, which may be issued without shareholder approval and which may adversely affect the rights of holders of our Common Stock.
  • (see page 37 of this report) ● In recent years, our Common Stock has been in danger of being delisted from the NASDAQ Stock Market (“NASDAQ”).
  • (see page 38 of this report) Other risks and uncertainties, including those listed under “Part I—Item 1A — Risk Factors”.
  • Our organizational structure as of December 31, 2024 is set forth in the diagram: VIE Contractual Arrangements On July 31, 2019, Cloud Chain Network and Technology (Tianjin) Co., Limited (“CCM Network” or “CCM Tianjin”, formerly known as Chain Cloud Mall Network and Technology (Tianjin) Co., Limited), Cloud Chain E-Commerce (Tianjin) Co., Ltd., formerly known as Chain Cloud Mall E-Commerce (Tianjin) Co., Ltd.
  • Impact of COVID-19 on our Business In December 2019, a novel strain of coronavirus was reported and has spread throughout China and other parts of the world.
  • On March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”.
  • In early 2020, Chinese government took emergency measures to combat the spread of the virus, including quarantines, travel restrictions, and the temporary closure of office buildings and facilities in China.
  • In response to the evolving dynamics related to the COVID-19 outbreak, the Company was following the guidelines of local authorities as it prioritizes the health and safety of its employees, contractors, suppliers and business partners.
  • Our offices in China were closed and the employees worked from home at the end of January 2020 until late March 2020.
  • The quarantines, travel restrictions, and the temporary closure of office buildings have materially negatively impacted our business.
  • The outbreak has had and might continue to have disruption to our supply chain, logistics providers, customers or our marketing activities with the new variants of COVID-19, which could materially adversely impact our business and results of operations.
  • There were outbreaks in various cities and provinces in China due to Omicron variant, such as Xi’an city, Hong Kong, Shanghai, Beijing and other cities in 2022, which have resulted quarantines, travel restrictions, and temporary closure of office buildings and facilities in these cities.
  • In December 2022, the Chinese government eased its strict zero COVID-19 policy which resulted in a surge of new COVID-19 cases during December 2022 and January 2023, which has disrupted our business operations in China.
  • The Company’s promotion strategy of CCM Shopping Mall previously mainly relied on the training of members and distributors through meetings and conferences.
  • Chinese government put a restriction on large gatherings in 2020 and 2021, which made the promotion strategy for our online e-commerce platforms difficult to implement and the Company experienced difficulties to subscribe new members for its online e-commerce platforms.
  • Since 2021, CCM generated minimal revenue and business for the Company.
  • While the potential economic impact brought by new variants of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect our liquidity.
  • Further, as we do not have access to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing in the future in the event that we require additional capital.
  • In the event that we do need to raise capital in the future and there is any outbreak due to new variants, outbreak-related instability in the securities markets could adversely affect our ability to raise additional capital.
  • The Company is in the process of transition and developing its financial technology related business, including supply chain financing/trading, and investment banking and brokerage services.
  • Supply Chain Financing Service and Trading in China Since the second quarter of 2021, we started supply chain financing service and trading business, which currently includes coal, aluminum ingots, sand and steel supply chain financing service and trading business.
  • Employees As of December 31, 2024, we had 36 full-time employees and 4 part-time employees, among which 31 are located in the PRC, 5 are located in Hong Kong.
  • The amended motion directs the requested relief not only at the Company but also at Transhare Corporation, the Company’s Florida-based transfer agent.
  • The Company believes the Motion lacks merit, as the issuance of unissued shares in this manner would violate corporate governance principles, Florida corporate law, and federal securities regulations.

and 22 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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