Future FinTech Group Inc 10-Q for FY2026 Q2
Future FinTech Group Inc. (FTFT)
About this 10-Q
Future FinTech Group Inc filed this 10-Q on August 14, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $333.41K
- down 43.9% from $594.46K a year earlier
- Net loss
- $1.93M
- compared with net income of $1.85M a year earlier
- Diluted EPS
- -$1.26
- compared with $9.71 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from ____ to ____
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
(Address of principal executive offices including zip code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. ☒
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). ☐ Yes
| Class | Outstanding on August 13, 2026 | |
| Common Stock, $0.001 par value per share |
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 44 |
| Item 4. | Controls and Procedures | 44 |
| PART II. OTHER INFORMATION | 45 | |
| Item 1. | Legal Proceedings | 45 |
| Item 1A. | Risk Factors | 46 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 46 |
| Item 3. | Defaults upon Senior Securities | 46 |
| Item 4. | Mine Safety Disclosure | 46 |
| Item 5. | Other Information | 46 |
| Item 6. | Exhibits | 47 |
| SIGNATURES | 48 | |
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FUTURE FINTECH
GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Short - term investments | ||||||||
| Accounts receivable, net | ||||||||
| Other receivables, net | ||||||||
| Contract assets | ||||||||
| Investment funds | ||||||||
| Advances to suppliers and other current assets, net | ||||||||
| Amount due from a related party | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Right of use assets - operating lease, net | ||||||||
| Intangible assets, net | ||||||||
| Debt investment | ||||||||
| Long-term receivable, net | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other payables | ||||||||
| Advances from customers | ||||||||
| Convertible notes payable | ||||||||
| Lease liability - current | ||||||||
| Amounts due to a related party | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Other non-current liabilities | ||||||||
| Lease liability-non-current | ||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
FUTURE FINTECH GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Stock-based compensation expenses | ||||||||||||||||
| Selling expenses | ||||||||||||||||
| Allowance for (net recovery of) credit losses/doubtful accounts | ( |
) | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Amortization of debt issuance costs | ( |
) | ( |
) | ||||||||||||
| 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 | ||||||||||||||||
| Income (Loss) from continuing operations | ( |
) | ( |
) | ( |
) | ||||||||||
| Discontinued operations | ||||||||||||||||
| Income (Loss) from discontinued operations | ( |
) | ||||||||||||||
| Gain on disposal of discontinued operations | ||||||||||||||||
| NET INCOME (LOSS) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Less: Net income attributable to non-controlling interests of discontinued operations | ||||||||||||||||
| Less: Net loss attributable to non-controlling interests of continued operations | ||||||||||||||||
| Net income (loss) attributable to Future Fintech Group, Inc. | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Other comprehensive income (loss) | ||||||||||||||||
| Income (Loss) from continuing operations | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Foreign currency translation - continuing operations | ( |
) | ||||||||||||||
| Comprehensive Income (Loss) - continuing operations | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Income from discontinued operations | $ | $ | $ | $ | ||||||||||||
| Foreign currency translation - discontinued operations | ( |
) | ||||||||||||||
| Comprehensive Income - discontinued operations | $ | $ | $ | $ | ||||||||||||
| Comprehensive Income (Loss) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Comprehensive income attributable to non-controlling interests of continuing operations | ||||||||||||||||
| Comprehensive income attributable to non-controlling interests of discontinued operations | ||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO Future Fintech Group, Inc. | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Basic earnings (loss) per share: | ||||||||||||||||
| Basic earnings (loss) per share from continuing operations | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Basic earnings per share from discontinued operations | ||||||||||||||||
| $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | |||||||
| Diluted earnings (loss) per share: | ||||||||||||||||
| Diluted earnings (loss) per share from continuing operations | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Diluted earnings per share from discontinued operations | ||||||||||||||||
| $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | |||||||
| Weighted average number of shares outstanding | ||||||||||||||||
| Basic* | ||||||||||||||||
| Diluted* | ||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Future
Fintech Group, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Three Months ended June 30, 2025
| Additional | Accumulative other | |||||||||||||||||||||||||||
| Common stock | paid-in | Statutory | Accumulated | comprehensive | ||||||||||||||||||||||||
| Shares* | Amount | capital | reserve | Deficits | Income (loss) | Total | ||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| 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 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
Three Months ended June 30, 2026
| Additional | Accumulative other | |||||||||||||||||||||||||||
| Common stock | paid-in | Statutory | Accumulated | comprehensive | ||||||||||||||||||||||||
| Shares* | Amount | capital | reserve | Deficits | Income (loss) | Total | ||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Issuance of common stocks-conversion of debt | ||||||||||||||||||||||||||||
| Issuance of common stocks - debt restructuring | ( | ) | ||||||||||||||||||||||||||
| Share-based payments-omnibus equity plan | ||||||||||||||||||||||||||||
| Net loss from continuing operations | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
3
Six Months ended June 30, 2025
| Additional | Accumulative other | |||||||||||||||||||||||||||||||
| Common stock | paid-in | Statutory | Accumulated | comprehensive | Non-controlling | |||||||||||||||||||||||||||
| Shares* | Amount | capital | reserve | Deficits | Income (loss) | interests | Total | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Issuance of common stocks-conversion of debt | ||||||||||||||||||||||||||||||||
| Effect of rounding fractional shares into whole shares upon reverse stock split | ( | ) | ||||||||||||||||||||||||||||||
| Net loss from continuing operations | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss from discontinued operations | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Share-based payments-omnibus equity plan | ||||||||||||||||||||||||||||||||
| Pending Equity Settlement | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Disposition of discontinued operations | - | |||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
Six Months ended June 30, 2026
| Additional | Accumulative other | |||||||||||||||||||||||||||
| Common stock | paid-in | Statutory | Accumulated | comprehensive | ||||||||||||||||||||||||
| Shares* | Amount | capital | reserve | Deficits | Income (loss) | Total | ||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Issuance of common stocks-conversion of debt | ||||||||||||||||||||||||||||
| Issuance of common stocks - debt restructuring | ( | ) | ||||||||||||||||||||||||||
| Effect of rounding fractional shares into whole shares upon reverse stock split | ||||||||||||||||||||||||||||
| Net loss from continuing operations | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Share-based payments-omnibus equity plan | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
FUTURE FINTECH GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net income from discontinued operations | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of debt issuance costs | ||||||||
| Amortization | ||||||||
| Allowance for (Net recovery of) credit losses/doubtful accounts | ( | ) | ||||||
| Share-based payments | ||||||||
| Gain on debt restructuring | ( | ) | ||||||
| Interest expenses related to convertible note | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Advances to suppliers and other current assets | ||||||||
| Operating lease assets and liabilities | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other payables | ( | ) | ||||||
| Advances from customers | ( | ) | ( | ) | ||||
| Other non-current liabilities | ( | ) | ||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by operating activities from discontinued operations | ||||||||
| Cash flows from investing activities: | ||||||||
| Debt investment | ||||||||
| Payment for short term Investments | ( | ) | ||||||
| Redemption of short-term investments | ||||||||
| Repayment of loan receivable | ||||||||
| Net cash provided by investing activities from continuing operations | ||||||||
| Net cash provided by investing activities from discontinued operations | ||||||||
| Cash flows from financing activities: | ||||||||
| 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, 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 | ||||||||
| Less: cash, cash equivalents and restricted cash from the discontinued operations, end of period | ||||||||
| Cash, cash equivalents and restricted cash, from the continuing operations end of period | $ | $ | ||||||
| Noncash activity | ||||||||
| Issuance of common stocks for conversion of debts | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
FUTURE FINTECH GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CORPORATE INFORMATION
Future FinTech Group Inc. (the “Company”) is a holding company incorporated under the laws of the State of Florida. The Company has historically been engaged in the production and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC. Due to drastically increased production costs and tightened environmental laws in China, the Company has transformed its business from fruit juice manufacturing and distribution to financial technology related service businesses. The main business of the Company includes supply chain financing services and trading in China. The Company also expanded into brokerage and investment banking business in Hong Kong. The Company had a contractual arrangement with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and business since 2021 due to the negative impact caused by COVID-19. The Company started the process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authorities on March 7, 2024.
On March 27, 2025, the Company filed with the
Florida Secretary of State’s office Articles of Amendment (the “Amendment I”) to amend its Second Amended and Restated
Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment I, the Company has authorized
and approved a
On September 2, 2025, the Company held a special
meeting of stockholders (the “Special Meeting”). At the Special Meeting, the shareholders approved the Third Amended and Restated
Articles of Incorporation to increase the number of authorized shares of common stock from
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
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
All of the reverse stock splits described above have been reflected in the accompanying unaudited condensed consolidated financial statements, including in share and per share data, for all periods presented.
6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2026 and the results of operations and cash flows for the periods ended June 30, 2026 and 2025. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for any subsequent periods or for the entire year ending December 31, 2026. The balance sheet at December 31, 2025 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2025 as included in the Company’s Annual Report on Form 10-K.
The Company’s functional currency of subsidiaries in China is the Chinese Renminbi (“RMB”). Other subsidiaries outside of China use U.S. Dollar (“USD”), Hong Kong Dollar (“HKD”), Great Britain Pound (“GBP”) and AED (“United Arab Emirates Dirham”) as the functional currency; however, the accompanying unaudited condensed consolidated financial statements have been translated and presented in USD.
According to US GAAP Accounting Standard Codification (“ASC”) 810-10-15-8, for legal entities other than limited partnerships, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree.
Discontinued Operations
On February 3, 2025, FTFT UK LIMITED, FTFT Finance
UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC (Cayman), Future Fintech Digital
Number One GP, LLC (USA), FTFT Digital Number One, Ltd. (Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL
INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of
US$
On December 16, 2025, Future Commercial Management
(Hainan) Co., Ltd. was disposed of for a consideration of $
Based on the disposal plan and in accordance with ASC 205-20, the Company presented the operating results from these operations as a discontinued operation.
7
Segment Information
The Company classified business segments into Trading Commission and Consulting Services, Fast-Moving Consumer Goods (FMCG), and Supply Chain Financing and Trading.
Uses of Estimates in the Preparation of Financial Statements
The Company’s condensed consolidated financial statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but are not limited to, the expected credit losses for receivables, estimated useful life and residual value of property and equipment, impairment of long-lived assets, provision for staff benefit, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the Company’s condensed consolidated financial statements.
Going Concern
The Company’s financial statements are prepared assuming that the Company will continue as a going concern.
The Company incurred operating losses and had
negative operating cash flows and may continue to incur operating losses and generate negative cash flows as the Company implements its
future business plan. The Company’s operating losses from continuing operations amounted to $
The ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
Impairment of Long-Lived Assets
In accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.
8
Fair Value of Financial Instruments
The Company has adopted FASB ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities.
The Company’s cash and cash equivalents, restricted cash and short-term investments are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices.
Earnings (Loss) Per Share
Under ASC 260-10, Earnings Per Share, basic EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of Common Stock outstanding for the period.
Diluted EPS is calculated by using the treasury stock method, assuming conversion of all potentially dilutive securities, such as stock options and warrants. Under this method, (i) exercise of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii) the proceeds from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted EPS computation. The numerators and denominators used in the computations of basic and diluted EPS are presented in the following table.
For the six months ended June 30, 2026:
| Loss | Shares | Per share amount | ||||||||||
| Loss from continuing operations attributable to Future Fintech Group, Inc. | $ | ( | ) | $ | ( | ) | ||||||
| Income from discontinued operations attributable to Future Fintech Group, Inc. | $ | $ | ||||||||||
| Basic and Diluted EPS: | ||||||||||||
| Loss to common stockholders from continuing operations | $ | ( | ) | $ | ( | ) | ||||||
| Income available to common stockholders from discontinued operations | $ | $ | ||||||||||
9
For the six months ended June 30, 2025:
| Income (Loss) | Shares | Per share amount | ||||||||||
| Loss from continuing operations attributable to Future Fintech Group, Inc. | $ | ( | ) | $ | ( | ) | ||||||
| Income from discontinued operations attributable to Future Fintech Group, Inc. | $ | $ | ||||||||||
| Basic EPS: | ||||||||||||
| Loss to common stockholders from continuing operations | $ | ( | ) | $ | ( | ) | ||||||
| Income available to common stockholders from discontinued operations | $ | $ | ||||||||||
| Diluted EPS: | ||||||||||||
| Warrants | ||||||||||||
| Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continuing operations attributable to Future Fintech Group, Inc. | $ | ( | ) | $ | ( | ) | ||||||
| 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 | Shares | Per share amount | ||||||||||
| Loss from continuing operations attributable to Future Fintech Group, Inc. | $ | ( | ) | $ | ( | ) | ||||||
| Income from discontinued operations attributable to Future Fintech Group, Inc. | $ | $ | ||||||||||
| Basic and Diluted EPS: | ||||||||||||
| Loss to common stockholders from continuing operations | $ | ( | ) | $ | ( | ) | ||||||
| Income to common stockholders from discontinued operations | $ | $ | ||||||||||
10
For the three months ended June 30, 2025:
| Income | Shares | Per share amount | ||||||||||
| Income from continuing operations attributable to Future Fintech Group, Inc. | $ | $ | ||||||||||
| Income from discontinued operations attributable to Future Fintech Group, Inc. | $ | $ | ||||||||||
| Basic EPS: | ||||||||||||
| Income available to common stockholders from continuing operations | $ | $ | ||||||||||
| Income available to common stockholders from discontinued operations | $ | $ | ||||||||||
| Diluted EPS: | ||||||||||||
| Warrants | ||||||||||||
| 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
Cash and cash equivalents included cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less.
Deposits in banks in the PRC are only insured
by the government up to RMB
The Company believes the probability of a bank failure, causing loss to the Company, is remote.
Cash that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the unaudited condensed consolidated balance sheets, and is not included in the total cash and cash equivalents in the unaudited condensed consolidated statements of cash flows.
Restricted Cash
Restricted cash mainly consists of funds deposited
in securities trading accounts. The use of such balances is contractually restricted and limited to settlement for securities transactions,
and cannot be transferred freely for daily operational disbursements. Restricted cash is classified as current assets if the restrictions
are expected to be lifted within twelve months from the reporting date; otherwise, classified as non-current assets. Restricted cash is
measured at stated principal amounts. Interest earned on restricted cash is recognized in interest income when earned. As of June 30,
2026 and December 31, 2025, the balance of restricted cash amounted to $
11
Receivable and Credit Losses
Accounts receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount. The Company has a policy of reserving for uncollectible accounts based on the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company performs ongoing credit evaluations of the Company’s customers and maintains an allowance for potential bad debts if required.
Other receivables are recognized and carried at the initial amount when occurred less an allowance for credit losses. The Company has a policy of reserving for uncollectible accounts based on the Company’s best estimate of the amount of probable impairment losses in the Company’s existing receivables.
Allowances for credit losses are maintained for expected credit losses resulting from the Company’s customers’ inability to make required payments. The allowances are based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the allowance is classified as “Allowance for credit losses/doubtful accounts” in the unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary.
Direct write-offs are taken in the period when the Company has exhausted the Company’s efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts.
The Company has assessed its accounts receivable
including credit terms and corresponding all its accounts receivable as of June 30, 2026. Allowance for credit losses on accounts receivable
amounted to $
Revenue Recognition
The Company applies the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. The Company allocates the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers.
The Company does not make any significant judgment in evaluating when control is transferred. Revenue is recorded net of value-added tax.
12
Revenue recognition is as follows:
Sales of fast-moving consumer goods
The Company operates an e-commerce platform specializing
in fast-moving consumer goods. For sales transacted through the Company’s online stores in mainland China, the standard return policy
permits customers to return eligible products within seven days of purchase. Historically, customer returns were immaterial. Revenue from
sales of fast-moving consumer goods was $
Provision of trading commission and consulting services
The Company provides stock trading services and
charges commission and service fees. The Company recognizes revenue when such services are rendered to customers. Additionally, the Company
generates revenue from financial advisory services, which primarily consist of fees from private equity placements and initial public
offerings for its customers. These services are customized with no alternative use. For projects where the Company has an enforceable
right to payment for performance completed to date, revenue is recognized over time when contract obligations have been performed. For
such arrangements, the Company uses the input method to recognize revenue, based on the ratio of actual costs incurred to the total estimated
costs for the contract. For consulting projects where the Company does not have an enforceable right to payment for performance completed
to date, revenue is recognized at the point in time the projects are completed and accepted by customers. Revenue from provision of trading
commission and consulting services was $
Revenue from supply chain financing/trading
The Company recognizes revenue when the receipt
of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred to the customer. Revenue from
supply chain financing/trading was $ and $
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expensed as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
The Company estimated that the residual value
of the Company’s property and equipment ranges from
| Office equipment, fixtures and furniture | ||
| Vehicle | ||
| Leasehold improvements | useful life and lease term |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of operations and comprehensive income (loss) in other income or expenses.
13
Intangible Assets
Acquired intangible assets are recognized based
on their cost to the Company, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized
unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the Company’s
book. These assets are amortized over their useful lives if the assets are deemed to have a finite life and they are reviewed for impairment
by testing for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The
fair value of an intangible asset is the amount that would be determined if the entity used the assumptions that market participants would
use if they were pricing the intangible asset. The useful life of the Company’s intangible assets is
Foreign Currency and Other Comprehensive Income (Loss)
The financial statements of the Company’s foreign subsidiaries are measured using the local currency as the functional currency; however, the reporting currency of the Company is the USD. Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate at the balance sheet dates, while equity accounts are translated using the historical exchange rate.
The exchange rate the Company used to convert
RMB to USD was
The exchange rate the Company used to convert
HKD to USD was
Translation adjustments are reported separately and accumulated in a separate component of equity (cumulative translation adjustment).
Government Subsidies
Government subsidies primarily consist of financial subsidies received from provincial and local governments for operating a business in their jurisdictions and compliance with specific policies promoted by the local governments. For certain government subsidies, there are no defined rules and regulations to govern the criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the relevant government authorities. The government subsidies of operating nature with no further conditions to be met are recorded of operating expenses in “Other income” in the unaudited condensed consolidated statements of operations and comprehensive income (loss) when received.
The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements.
14
Income Taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-25 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.
Short-term Investments
Short-term investments consist primarily of investments
in fixed deposits with original maturities between three months and one year and certain investments in wealth management products and
other investments that the Company has the intention to redeem within one year. Fair valued or carried at amortized costs. As of June
30, 2026 and December 31, 2025, the short-term investments amounted to $ and $
Long-term Investments
Long-term investments consist primarily of investments
in debt investments with original maturities between three years and more. Fair valued or carried at amortized costs. As of June 30, 2026
and December 31, 2025, the long-term investments amounted to $
Lease
The Company follows ASU No. 2016-02, Leases (Topic 842), or ASC 842. The Company determines if an arrangement is a lease or contains a lease at lease inception. For operating leases, the Company recognizes a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the lease term on the unaudited condensed consolidated balance sheets at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company estimates the incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any lease payments made, net of lease incentives. Lease expense is recorded on a straight-line basis over the lease term. The Company’s leases often include options to extend and lease terms include such extended terms when the Company is reasonably certain to exercise those options. Lease terms also include periods covered by options to terminate the leases when the Company is reasonably certain not to exercise those options.
15
Stock-based Compensation
The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date.
New Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. This ASU requires entities to 1. disclose amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and, (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities, 2. include certain amounts that are already required to be disclosed under current Generally Accepted Accounting Principles in the same disclosures as other disaggregation requirements, 3. disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, and 4. disclose the total amount of selling expenses, in annual reporting periods, an entity’s definition of selling expense. The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Additionally, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. The Company plans to adopt this guidance effective January 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.
In May 2025, the FASB issued ASU No. 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Accounting Acquirer in a Business Combination Involving a Variable Interest Entity”. This ASU clarifies that when a business that is a VIE is acquired primarily with equity interests, the determination of the accounting acquirer should follow ASC 805 rather than defaulting to the primary beneficiary under ASC 810. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company plans to adopt this guidance effective January 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.
In May 2025, the FASB issued ASU No. 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)”: Clarifications to Share-Based Consideration Payable to a Customer. This ASU clarifies how entities account for share-based consideration payable to a customer. The ASU requires customer awards with vesting conditions tied to purchases to be treated as performance conditions, eliminates the forfeiture policy election, and states that the variable consideration constraint under ASC 606 does not apply to these awards. The standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company plans to adopt this guidance effective January 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The purpose of this update is to improve the clarity and organization of interim reporting guidance and to enhance the disclosure requirements applicable to interim financial statements. ASU 2025-11 does not change the fundamental principles of interim reporting but clarifies the scope and presentation of required disclosures. A public business entity shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2027. An entity other than a public business entity shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2028. The Company plans to adopt this guidance effective January 1, 2028 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.
16
In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, thirty-three issues are addressed in this Update. Generally, the amendments in this Update are not intended to result in significant changes for most entities. However, the Board recognizes that changes to guidance may result in accounting changes for some entities. Therefore, the Board is providing transition guidance for the amendments. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this Update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity may elect to early adopt the amendments on an issue-by-issue basis. For example, an entity may decide to early adopt certain amendments and adopt the remaining amendments at the effective date. An entity should apply the amendments in this Update (except for the amendments to Topic 260, Earnings Per Share, related to Issue 4) using one of the following transition methods: 1. Prospectively to all transactions recognized on or after the date that the entity first applies the amendments 2. Retrospectively to the beginning of the earliest comparative period presented. An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. An entity may elect the transition method on an issue-by-issue basis. For example, it may apply certain amendments prospectively while applying others retrospectively. For the amendments in this Update to Topic 260 (that is, Issue 4), an entity should apply the amendments retrospectively to each prior reporting period presented in the period of adoption. The Company plans to adopt this guidance effectively January 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying unaudited condensed consolidated financial statements.
3. ACCOUNTS RECEIVABLE, NET
Accounts receivable, net, consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Supply Chain Financing/Trading | $ | $ | ||||||
| Trading Commission and Consulting Services | ||||||||
| Fast-Moving Consumer Goods | ||||||||
| Total accounts receivable, net | $ | $ | ||||||
The following table sets forth the Company’s concentration of accounts receivable, net of specific allowances for credit losses.
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Debtor A | % | % | ||||||
| Debtor B | % | % | ||||||
| Debtor C | % | % | ||||||
| Total accounts receivable, net | % | % | ||||||
17
4. OTHER RECEIVABLES, NET
Other receivables, net, consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Other receivables (1) | $ | $ | ||||||
| Receivable for prepaid purchases (2) | ||||||||
| Unsettled stocks | ||||||||
| Interest receivable | ||||||||
| Others | ||||||||
| Total other receivables, net | $ | $ | ||||||
| (1) |
| (2) |
5. INVESTMENT FUNDS
As of June 30, 2026, the balance of investment
funds was $
6. ADVANCES TO SUPPLIERS AND OTHER CURRENT ASSETS, NET
The amount of advances to suppliers and other current assets, net consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepayments for Supply Chain Financing/Trading | $ | $ | ||||||
| Prepayments for Fast-Moving Consumer Goods | ||||||||
| Prepaid expenses | ||||||||
| Others | ||||||||
| Total advances to suppliers and other current assets, net | $ | $ | ||||||
18
7. LEASES
The Company’s non-cancellable operating
leases consist of leases for office space. The Company is the lessee under the terms of the operating leases. For the six months ended
June 30, 2026 and 2025, the operating lease cost was $
The Company’s operating leases have remaining
lease terms of approximately
Maturities of lease liabilities were as follows:
| Operating | ||||
| As of June 30, 2026 | Lease | |||
| From July 1, 2026 to June 30, 2027 | $ | |||
| From July 1, 2027 to June 30, 2028 | ||||
| Total | $ | |||
| Less: amounts representing interest | $ | |||
| Present value of future minimum lease payments | ||||
| Less: current obligations | ( | ) | ||
| Long-term obligations | $ | |||
The Company leases office space and equipment
under various short-term operating leases. As permitted by ASC 842, the Company has elected the practical expedient for short-term leases,
whereby lease assets and lease liabilities are not recognized on the balance sheet. Short-term leases cost was $
8. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Office equipment, fixtures and furniture | $ | $ | ||||||
| Vehicle | ||||||||
| Leasehold improvements | ||||||||
| Subtotal | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Less: impairment | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation expense included in general and administration
expenses for the six months ended June 30, 2026 and 2025 was $
19
9. INTANGIBLE ASSETS, NET
Intangible assets, net consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trading rights of license plates | $ | $ | ||||||
| System and software | ||||||||
| Subtotal | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Total intangible assets, net | $ | $ | ||||||
Amortization expense included in general and administration
expenses for the six months ended June 30, 2026 and 2025 was $
The estimated future amortization is as follows:
| As of June 30, 2026 | Estimated amortization expense | |||
| 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 | ||||
| Thereafter | ||||
| Total | $ | |||
10. ACCOUNTS PAYABLE
Accounts payable consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trading Commission and Consulting Services payment | $ | $ | ||||||
| Fast-Moving Consumer Goods payment | ||||||||
| Total accounts payable | $ | $ | ||||||
20
11. ACCRUED EXPENSES AND OTHER PAYABLES
The amount of accrued expenses and other payables consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Legal fees and other professionals | $ | $ | ||||||
| Wages and employee reimbursement | ||||||||
| Accruals | ||||||||
| Others | ||||||||
| Total accrued expenses and other payables | $ | $ | ||||||
In January 2021, FT Global Capital, Inc.
(“FT Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of
Fulton County, Georgia. FT Global served the complaint upon the Company in January 2021. In the complaint, FT Global alleges claims,
most of which attempt to hold the Company liable under legal theories that relate back to an alleged breach of an exclusive
placement agent agreement between FT Global and the Company in July 2020 which had a term of three months. FT Global claims that the
Company failed to compensate FT Global for securities purchase transactions between December 2020 and April 2021, pursuant to the
terms of the expired exclusive placement agent agreement. On April 11, 2024, on which date the jury returned a verdict in favor of
FT Global and the Court entered a judgment awarding FT Global $
12. CONVERTIBLE NOTES PAYABLE
The amount of convertible notes payable consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Beginning | $ | $ | ||||||
| Addition | ||||||||
| Interest expenses | ||||||||
| Conversion | ( | ) | ( | ) | ||||
| Balance | $ | $ | ||||||
Convertible notes payable I (the “Note I”)
On December 27, 2023, the Company issued a convertible
promissory note with a principal amount of $
21
Convertible notes payable II (the “Note II”)
On July 28, 2025 (“Beginning Date”),
the Company entered into a Convertible Notes Agreement (“Agreement”) with an institutional investor (the “Investor”),
pursuant to which the Investor desires to purchase from the Company one or more pre-paid purchases (each a “Pre-Paid Purchase”
and together the “Pre-Paid Purchases”) in the aggregate purchase amount of up to $
On July 28, 2025, the Company received its first
funding of $
On September 22, 2025, the Company received its
second funding of $
Concurrently, on September 22, 2025, the Company
issued
On May 20, 2026, the Company received its third
funding of $
The Company assessed the convertible note payable II under ASC 815, identifying there are embedded conversion features and concluded that the conversion feature satisfied the requirement of “fixed-to-fixed” criterion and is considered indexed to the Company’s own stock. Therefore, the conversion feature is eligible for a scope exception from derivative accounting in accordance with ASC 815-10-15-74 and the Company would not bifurcate the conversion feature, and accounts for the convertible note payable II as a liability in its entirety.
The Company recognized the issuance costs and
the discount of the convertible note payable II of $
As of June 30, 2026, the Company has received an aggregate of $
As of June 30, 2026, the Company issued a total of
22
13. RELATED PARTY TRANSACTION
As of June 30, 2026, the amount due from a related party was consisted of the followings:
| Name | Amount | Relationship | Note | |||||
| Peng Lei | ||||||||
| Total | $ | |||||||
As of June 30, 2026, the amounts due to a related party were consisted of the following:
| Name | Amount | Relationship | Note | |||||
| Shanchun Huang | $ | |||||||
| Total | $ | |||||||
As of December 31, 2025, the amount due to a related party was consisted of the following:
| Name | Amount | Relationship | Note | |||||
| Shanchun Huang | $ | |||||||
| Total | $ | |||||||
14. INCOME TAX
The Company is incorporated in the United States
of America and is subject to United States federal taxation. The applicable tax rate is
The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the six months ended June 30, 2026 and 2025, the Company had unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets for certain subsidiaries.
The amount of unrecognized deferred tax liabilities for temporary differences related to the dividend from foreign subsidiaries is not determined because such determination is not practical.
The Company has not provided deferred taxes on undistributed earnings attributable to its PRC subsidiaries as they are to be permanently reinvested.
23
The Company has not provided deferred taxes on undistributed earnings attributable to its PRC and Hong Kong subsidiaries as they are to be permanently reinvested.
The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, Income Taxes. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. Accordingly, the Company has not recorded any deferred taxes in relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.
Under the Enterprise Income Tax (“EIT”)
Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified
Future FinTech (Hong Kong) Limited is incorporated
in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted
in accordance with relevant Hong Kong tax laws. The applicable tax rate is
Reconciliation of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company:
| June 30, 2026 | June 30, 2025 | |||||||
| Loss before taxation | $ | ( | ) | $ | ( | ) | ||
| PRC statutory tax rate | % | % | ||||||
| Computed expected benefits | ( | ) | ( | ) | ||||
| Others, primarily the differences in tax rates | ( | ) | ( | ) | ||||
| Deferred tax assets losses not recognized | ||||||||
| Total | $ | $ | ||||||
15. SHARE BASED COMPENSATION
On March 10, 2025, the Compensation Committee
of the Board of Directors of the Company granted
On May 29, 2026, the Compensation Committee of
the Board of Directors of the Company granted
24
16. COMMON STOCK
Securities Purchase Agreement
On December 24, 2020, the Company entered into a securities purchase
agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate
of
Common stocks issued in connection with the convertible notes
Convertible notes payable I
On December 27, 2023, the Company entered into
a Securities Purchase Agreement with Streeterville Capital, LLC, a Utah limited liability company (the “Lender”), pursuant
to which the Company sold and issued to the Lender a Convertible Promissory Note (the “Note”) in the principal amount of $
On July 3, 2024, that Lender elected to redeem
a portion of the Note I in redemption conversion shares. Lender redemption conversion shares
On July 18, 2024, that Lender elected to redeem
a portion of the Note I in redemption conversion shares. Lender redemption conversion shares
On August 26, 2024, that Lender elected to redeem
a portion of the Note I in redemption conversion shares. Lender redemption conversion shares
On October 24, 2024, that Lender elected to redeem
a portion of the Note I in redemption conversion shares. Lender redemption conversion shares
On November 11, 2024, that Lender elected to redeem
a portion of the Note I in redemption conversion shares. Lender redemption conversion shares
On November 14, 2024, that Lender elected to redeem
a portion of the Note I in redemption conversion shares. Lender redemption conversion shares
On December 18, 2024, that Lender elected to redeem
a portion of the Note I in redemption conversion shares. Lender redemption conversion shares
On January 7, 2025, that Lender elected to redeem
a portion of the Note I in redemption conversion shares. Lender redemption conversion shares
On January 24, 2025, that Lender elected to redeem
a portion of the Note I in redemption conversion shares. Lender redemption conversion shares
On September 10 and 11, 2025, that Lender elected
to redeem the entire balance of the Note I through the issuance of
25
Convertible notes payable II
On July 28, 2025, the Company entered into a Convertible
Notes Agreement (“Agreement”) with an institutional investor (the “Investor”), pursuant to which the Investor
agreed to purchase from the Company, and the Company agreed to issue and sell to the Investor, one or more pre-paid purchases (each a
“Pre-Paid Purchase” and together the “Pre-Paid Purchases”) in the aggregate purchase amount of up to $
On September 15, 2025, the Company issued
On September 22, 2025, the Company issued
On January 23, 2026, the Investor elected to convert
a portion of the Note II into
On April 8, 2026, the Investor elected to convert
a portion of the Note II into
On April 23, 2026, the Investor elected to convert
a portion of the Note II into
On April 27, 2026, the Investor elected to convert
a portion of the Note II into
On May 6, 2026, the Investor elected to convert
a portion of the Note II into
On June 11, 2026, the Investor elected to convert
a portion of the Note II into
17. STATUTORY RESERVES AND RESTRICTED NET ASSETS
PRC laws and regulations permit payments of dividends
by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with
PRC accounting standards and regulations. In addition, the Company’s subsidiaries incorporated in the PRC are required to annually
appropriate
26
18. DISCONTINUED OPERATIONS
On February 3, 2025, FTFT UK LIMITED, FTFT Finance
UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC (Cayman), Future Fintech Digital
Number One GP, LLC (USA), FTFT Digital Number One, Ltd. (Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL
INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of
US$
On December 16, 2025, Future Commercial Management
(Hainan) Co., Ltd. was disposed of for a consideration of $
Income from discontinued operations for the three and six months ended June 30, 2026 and 2025 was as follows:
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| REVENUES | $ | $ | $ | $ | ||||||||||||
| COST OF SALES | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Selling expenses | ||||||||||||||||
| Allowance for (net recovery of) credit losses /doubtful accounts | ( | ) | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Other expense | ( | ) | ( | ) | ||||||||||||
| Total other income, net | ||||||||||||||||
| Income (Loss) from discontinued operations before income tax | ( | ) | ||||||||||||||
| Income tax provision | ||||||||||||||||
| Income (Loss) from discontinued operation before non-controlling interest | ( | ) | ||||||||||||||
| Gain on disposal of discontinued operations | ||||||||||||||||
| Less: net income attributable to non-controlling interests | ||||||||||||||||
| INCOME FROM DISCONTINUED OPERATION | $ | $ | $ | $ | ||||||||||||
27
19. SEGMENT REPORTING
The Company began to provide supply chain financing services during the second quarter of 2021. The Company began to provide sand and steel supply chain financing services during the first quarter of 2023. The Company began to provide brokerage services in October 2023. During the last quarter of fiscal year 2024, the Company commenced operations in the Fast-Moving Consumer Goods (FMCG) sector.
Some of the Company’s operations might not individually meet the quantitative thresholds for determining reportable segments and the Company determines the reportable segments based on the discrete financial information provided to the chief operating decision maker. The chief operating decision maker evaluates the results of each segment in assessing performance and allocating resources among the segments. Since there is an overlap of services and products between different subsidiaries of the Company, the Company does not allocate operating expenses and assets based on the product segments. Therefore, operating expenses and asset information by segment are not presented. Segment profit represents the gross profit of each reportable segment.
Three months ended June 30, 2026
| Fast-Moving Consumer Goods | Trading Commission and Consulting Services | Supply Chain Financing/ Trading | Total | |||||||||||||
| Reportable segment revenue | $ | $ | $ | $ | ||||||||||||
| Inter-segment loss | ||||||||||||||||
| Revenue from external customers | ||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | ||||||||||||
Three months ended June 30, 2025
| Fast-Moving Consumer Goods |
Trading Commission and Consulting Services |
Supply Chain Financing/ Trading |
Total | |||||||||||||
| Reportable segment revenue | $ | $ | $ | $ | ||||||||||||
| Inter-segment loss | ||||||||||||||||
| Revenue from external customers | ||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | ||||||||||||
28
Six months ended June 30, 2026
| Fast-Moving Consumer Goods |
Trading Commission and Consulting Services |
Supply Chain Financing/ Trading |
Total | |||||||||||||
| Reportable segment revenue | $ | $ | $ | $ | ||||||||||||
| Inter-segment loss | - | |||||||||||||||
| Revenue from external customers | ||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | ||||||||||||
Six months ended June 30, 2025
| Fast-Moving Consumer Goods |
Trading Commission and Consulting service |
Supply Chain Financing/ Trading |
Total | |||||||||||||
| Reportable segment revenue | $ | $ | $ | $ | ||||||||||||
| Inter-segment loss | ||||||||||||||||
| Revenue from external customers | ||||||||||||||||
| Segment gross profit | $ | $ | $ | $ | ||||||||||||
Income (loss) before Income Tax:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Supply Chain Financing/Trading | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||
| Fast-Moving Consumer Goods | ( | ) | ( | ) | ||||||||||||
| Trading Commission and Consulting Services | ||||||||||||||||
| Corporate and Unallocated | ( | ) | ||||||||||||||
| Total operating expenses and other expenses | ( | ) | ||||||||||||||
| Income (Loss) before income tax | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
29
Segment assets as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||
| Supply Chain Financing/Trading | $ | $ | ||||||
| Fast-Moving Consumer Goods | ||||||||
| Trading Commission and Consulting Services | ||||||||
| Corporate and Unallocated | ||||||||
| Total assets | $ | $ | ||||||
20. DEBT RESTRUCTURING
During the year ended December 31, 2025, the Company
entered into troubled debt restructurings with FT Global (“the Creditor”) due to financial difficulties. On June 17, 2025,
the Company entered into a settlement and forbearance agreement (“the Agreement”) with FT Global. Pursuant to the Agreement,
the company was required to pay an aggregate settlement amount of $
The Company derecognized the amount previously
due to FT Global, and recognized the present value of total settlement amount including the above-mentioned cash payments and common stocks
in paid-in capital and other payables on the unaudited condensed consolidated balance sheets. Upon the debt restructuring, the Company
recognized a gain of $
21. COMMITMENTS AND CONTINGENCIES
Shareholders Lawsuit (LaBelle and Janzen)
The LaBelle case is a putative securities class action filed in January 2024 and is pending in the District of New Jersey. Denise LaBelle (“Plaintiff”) alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially false or misleading statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of the Company, Mr. Shanchun Huang and charges filed by the SEC against Mr. Shanchun Huang with manipulative trading in the stock of the Company using an offshore account shortly before he became the Company’s CEO in 2020 and failing to disclose his beneficial ownership. Mr. Huang has denied the allegations of trading before he became CEO. Plaintiff claims that these alleged misstatements caused the Company’s stock to trade at artificially inflated prices, harming investors when the truth was revealed. The lead plaintiff and lead counsel were appointed in September 2024. The Company was served in September 2024. On July 28, 2025, the Plaintiff filed an amended complaint. Defendants (Future FinTech, Huang, and individual officers) filed a Rule 12(b)(6) motion to dismiss the amended complaint, later submitting an errata/amended version of the motion. Mr. Huang asserts in his Motion to Dismiss that service of process was defective because Plaintiff failed to comply with the Hague Convention despite knowing Huang’s foreign residence, thus depriving the Court of personal jurisdiction under Rule 12(b)(5). Among other arguments, all Defendants assert in their Motions to Dismiss that the Amended Complaint fails to meet the heightened pleading standards of the PSLRA and Rules 9(b) and 12(b)(6) because it merely repackages unproven SEC allegations and does not plausibly allege that Mr. Huang executed or knew of any trades, engaged in manipulative conduct, or acted with scienter.
The Janzen action is a consolidated shareholder derivative case filed by Jeff Janzen on May 31, 2024, also pending in the District of New Jersey, brought nominally on behalf of Future FinTech. Plaintiff alleges that certain current and former officers and directors breached fiduciary duties by allowing or failing to prevent the same alleged misconduct at issue in LaBelle, including mismanagement and misleading public disclosures. The derivative case has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in LaBelle, but plaintiff has reserved the right to participate in mediation and settlement discussions relating to the class action.
30
22. RISKS AND UNCERTAINTIES
PRC regulations
There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing the Company’s business and the enforcement and performance of the Company’s arrangements with customers in certain circumstances. The Company is considered foreign persons or foreign funded enterprises under PRC laws and, as a result, the Company is required to comply with PRC laws and regulations related to foreign persons and foreign funded enterprises. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. The Company cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on the Company’s business.
Customer concentration risk
For the six months ended June 30, 2026, two customers
accounted for
Vendor concentration risk
For the six months ended June 30, 2026, two vendors
accounted for
23. SUBSEQUENT EVENTS
On June 12, 2026, the Company through its wholly-owned subsidiary,
Future Commercial Group Limited (the “Buyer”), entered into a Share Purchase Agreement (the “SPA”) with Zhang
Shuge (the “Seller”). Pursuant to the SPA, the Buyer agreed to acquire from the Seller a
On July 10, 2026, the Company effected a 1-for-4
reverse stock split, reducing its authorized common stock from
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
The Company has evaluated subsequent events through the date of the issuance of the unaudited condensed consolidated financial statements and did not identify any subsequent events except those disclosed above that would have required adjustment or disclosure in the financial statements.
31
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This quarterly report on Form 10-Q and other reports filed by the Company from time to time with the SEC (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “may”, “will”, “should”, “would”, “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to Company or Company’s management identify forward-looking statements. Such statements reflect the current view of Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors (including the statements in the section “results of operations” below), and any businesses that Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those listed under the heading “Risk Factors” and those listed in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) and in this Form 10-Q. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report and in our 2025 Form 10-K.
Although the Company believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this report, which attempts to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.
Overview of Our Business
Future FinTech Group Inc. is a Florida holding company with no material operations of its own. We conduct substantially all of our business through subsidiaries, and this structure involves unique risks for investors. We are not a Chinese operating company, although we have had significant operations in China and Hong Kong. This discussion should be read together with the more detailed business description included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
As described in our 2025 Form 10-K, our business has changed materially over recent years. Historically, we were engaged in the production and sale of fruit juice concentrates and fruit beverages in the PRC. We later transitioned to financial technology-related businesses, including supply chain financing and trading in China, asset management in Hong Kong, cross-border money transfer services in the United Kingdom, brokerage and investment banking services in Hong Kong, and cryptocurrency mining in the United States. We have since exited or disposed of several of these historical businesses, including our former VIE operations, asset management business, cryptocurrency mining operations, and certain other subsidiaries. Those historical dispositions are described in our 2025 Form 10-K and are reflected in our discontinued operations and segment disclosures where applicable.
As of June 30, 2026, our principal business operations consist of: sale of fast-moving consumer goods; commission-based trading and consulting services; and supply chain financing and trading.
We currently have one directly controlled subsidiary, Future FinTech (Hong Kong) Limited, which has 9 wholly owned subsidiaries in Hong Kong and China.
Fast-Moving Consumer Goods (“FMCG”)
Since the third quarter of 2024, we entered into FMCG business to tap into the fast-growing online retail market. We operate an online store on a reputable e-commerce platform and focus on sales of non-alcoholic beverages and dairy beverages. The business model relies on selling large quantities of goods to generate revenue, as the profit margin on each individual item is usually slim.
32
Supply Chain Financing Service and Trading in China
Since the second quarter of 2021, we have engaged in the coal supply chain financing service and trading business in China. During fiscal year 2025, we significantly scaled down this business segment due to reduced activity in the domestic bulk commodity trading market in China and management’s reassessment of credit exposure and capital allocation priorities. During the six months ended June 30, 2026, we generated no revenue from this segment. We continue to evaluate market conditions and our strategic focus, and there can be no assurance that we will resume this business at historical levels or that future market conditions will support meaningful growth in this segment.
Trading Commission and Consulting Services
FTFT International Securities and Futures Limited, a company we acquired in November 2023, provides brokerage and investment banking services in Hong Kong. FTFT International Securities and Futures Limited holds Type 1 “Securities Trading”, Type 2 “Futures Contract Trading” and Type 4 “Securities Consulting” financial licenses issued by the Hong Kong Securities and Futures Commission.
We also provide business and financial consulting services, including listing-readiness and preparatory consulting services. As described in our 2025 Form 10-K, this business line remains in an early stage of development and is conducted primarily through Future FinTech (Hong Kong) Limited and, in certain limited circumstances, Future Information Service (Shenzhen) Co., Ltd. During the six months ended June 30, 2026, revenue from trading commission and consulting services increased compared to the same period in 2025, primarily due to revenue recognized from a new consulting services project during the period. Neither we nor our subsidiaries engage in underwriting, securities brokerage, placement agent services, investor solicitation, or similar activities in the United States or in any other jurisdiction where we do not hold the required license or registration.
Proposed Acquisition of TansGen SC Tech Limited
As disclosed in our 2025 Form 10-K, in September 2025, our Board of Directors approved a proposal to pursue a potential acquisition of TansGen SC Tech Limited as part of our ongoing strategic transition and expansion initiatives. The proposed acquisition of TansGen SC Tech Limited has been terminated, and the Company is currently searching for other suitable acquisition targets. As of June 30, 2026, no definitive acquisition agreement had been executed, and the Company continued to conduct financial, legal and operational due diligence and valuation procedures. The execution of any definitive agreement remains subject to completion of due diligence, negotiation of final terms, regulatory approvals, if applicable, and other customary conditions. There can be no assurance that a definitive agreement will be executed, that the proposed acquisition will be completed, or that, if completed, the transaction will achieve the anticipated strategic or financial benefits.
Change in Independent Registered Public Accounting Firm
On July 6, 2026, the Audit Committee of the Board of Directors of the Company approved the dismissal of Fortune CPA Inc. ("Fortune") as the Company's independent registered public accounting firm and approved the engagement of Wei, Wei & Co., LLP ("Wei, Wei & Co.") as the Company's independent registered public accounting firm, effective immediately, including to act as the Company's auditor for the fiscal year ending December 31, 2026. Fortune had served as the Company's independent registered public accounting firm since August 2023.
Fortune's audit reports on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that each such report contained an explanatory paragraph regarding the Company's ability to continue as a going concern. During the Company's two most recent fiscal years and the subsequent interim period through July 6, 2026, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) with Fortune on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, and no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K), except for the previously disclosed material weakness in the Company's internal control over financial reporting relating to insufficient staff with the appropriate level of knowledge, training and experience in U.S. GAAP and SEC reporting requirements. During the Company's two most recent fiscal years and the subsequent period from January 1, 2026 through July 6, 2026, the Company did not consult with Wei, Wei & Co. regarding any of the matters or events set forth in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K.
Critical Accounting Policies and Estimates
Discontinued Operations
On February 3, 2025, FTFT UK LIMITED, FTFT Finance UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC (Cayman), Future Fintech Digital Number One GP, LLC (USA), FTFT Digital Number One, Ltd. (Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of $25,000 after a court auction sale. The gain on disposal was $28.26 million.
On December 16, 2025, Future Commercial Management (Hainan) Co., Ltd. was disposed of for a consideration of $1.4 million (RMB 10.0 million). The gain on disposal was $52,749.
33
Segment Information
We classified our business segments into Trading Commission and Consulting Services, Fast-Moving Consumer Goods (FMCG), and Supply Chain Financing and Trading.
Uses of Estimates in the Preparation of Financial Statements
Our unaudited condensed consolidated financial statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but are not limited to, the expected credit losses for receivables, estimated useful life and residual value of property and equipment, impairment of long-lived assets, provision for staff benefits, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our unaudited condensed consolidated financial statements.
Fair Value of Financial Instruments
The Company has adopted FASB ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following:
| Level 1 - | Quoted prices in active markets for identical assets or liabilities. |
| Level 2 - | Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| Level 3 - | Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities. |
The Company’s cash and cash equivalents, restricted cash and short-term investments are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices.
Revenue Recognition
The Company applies the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We assess our revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers.
Foreign Currency and Other Comprehensive Income (Loss)
The financial statements of the Company’s foreign subsidiaries are measured using the local currency as the functional currency; however, the reporting currency of the Company is the United States dollar (“USD”). Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate at the balance sheet date, while equity accounts are translated using historical exchange rate. The average exchange rate for the period has been used to translate revenues and expenses. Translation adjustments are reported separately and accumulated in a separate component of equity (cumulative translation adjustment).
34
Other comprehensive income (loss) for the three and six months ended June 30, 2026 and 2025 represented foreign currency translation adjustments and were included in the unaudited condensed consolidated statements of operation and comprehensive income (loss).
There is no guarantee the RMB amounts could have been, or could be, converted into USD at rates used in translation.
Income Taxes
Income taxes are provided on an asset and liability approach for financial accounting and reporting of income taxes. Any tax paid by subsidiaries during the year is recorded. Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted at the balance sheet date. Deferred income tax liabilities or assets are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and the financial reporting amounts at each period end. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.
ASC 740 provides guidance for recognizing and measuring uncertain tax positions, and it prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. ASC 740 also provides accounting guidance on derecognizing, classification and disclosure of these uncertain tax positions.
Impairment of Long-Lived Assets
In accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the accompanying unaudited condensed consolidated financial statements. See Note 2. Summary of Significant Accounting Policies, to our unaudited condensed consolidated financial statements for a description of applicable recent accounting pronouncements.
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Results of Operations
Comparison of Three Months Ended June 30, 2026 and 2025
The following table summarizes our operating results for the three months ended June 30, 2026 and 2025, respectively, and sets forth the dollar and percentage increase or (decrease) between the periods.
| For the Three
Months Ended June 30, | Variance | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| REVENUE | $ | 333,409 | $ | 594,460 | $ | (261,051 | ) | (43.91 | )% | |||||||
| Cost of revenue | 139,577 | 415,402 | (275,825 | ) | (66.40 | )% | ||||||||||
| Gross profit | 193,832 | 179,058 | 14,774 | 8.25 | % | |||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative expenses | 630,703 | 852,026 | (221,323 | ) | (25.98 | )% | ||||||||||
| Stock-based compensation expenses | 1,387,500 | - | 1,387,500 | 100.00 | % | |||||||||||
| Selling expenses | 76,923 | 249,048 | (172,125 | ) | (69.11 | )% | ||||||||||
| Allowance for credit losses/doubtful accounts | 484 | 393,651 | (393,167 | ) | (99.88 | )% | ||||||||||
| Total operating expenses | 2,095,610 | 1,494,725 | 600,885 | 40.20 | % | |||||||||||
| LOSS FROM OPERATIONS | (1,901,778 | ) | (1,315,667 | ) | (586,111 | ) | 44.55 | % | ||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Interest income | 126,337 | 12,930 | 113,407 | 877.08 | % | |||||||||||
| Interest expenses | (139,924 | ) | (7,241 | ) | (132,683 | ) | 1,832.39 | % | ||||||||
| Amortization of debt issuance costs | (17,550 | ) | - | (17,550 | ) | 100.00 | % | |||||||||
| Gain on debt restructuring | - | 3,071,827 | (3,071,827 | ) | (100.00 | )% | ||||||||||
| Other income (expense), net | 3,087 | (19,012 | ) | 22,099 | (116.24 | )% | ||||||||||
| Total other income (expenses), net | (28,050 | ) | 3,058,504 | (3,086,554 | ) | (100.92 | )% | |||||||||
| Income (Loss) from Continuing Operations before Income Tax | (1,929,828 | ) | 1,742,837 | (3,672,665 | ) | (210.73 | )% | |||||||||
| Net income (loss) from continuing operations | (1,929,828 | ) | 1,742,837 | (3,672,665 | ) | (210.73 | )% | |||||||||
| Net income from discontinued operations | - | 108,943 | (108,943 | ) | (100.00 | )% | ||||||||||
| NET INCOME (LOSS) | (1,929,828 | ) | 1,851,780 | (3,781,608 | ) | (204.21 | )% | |||||||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO FUTURE FINTECH GROUP, INC. | $ | (1,205,691 | ) | $ | 1,872,424 | $ | (3,078,115 | ) | (164.39 | )% | ||||||
36
Revenue
The following table sets forth the breakdown of our revenues for the three months ended June 30, 2026 and 2025, respectively:
| Three months ended June 30, | ||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||
| Amount | Amount | Amount | % | |||||||||||||
| Fast-Moving Consumer Goods (“FMCG”) | $ | 100,265 | $ | 387,684 | $ | (287,419 | ) | (74.14 | )% | |||||||
| Trading Commission and Consulting services | 233,144 | 206,776 | 26,368 | 12.75 | % | |||||||||||
| Total revenue | $ | 333,409 | $ | 594,460 | $ | (261,051 | ) | (43.91 | )% | |||||||
Revenue from sales of FMCG decreased by $287,419, or 74.14%, from $387,684 for the three months ended June 30, 2025 to $100,265 for the three months ended June 30, 2026. The decrease was primarily due to intensified competition from other FMCG sellers on the e-commerce platform. Meanwhile, we reduced investment in marketing activities as a result of the implementation of cost-control measures, which also adversely affected sales conversion.
Revenue from trading commission and consulting services increased by $26,368, or 12.75%, from $206,776 for the three months ended June 30, 2025 to $233,144 for the three months ended June 30, 2026. The increase was mainly due to a new consulting services project with related revenue recognized in the three months ended June 30, 2026, and no similar project occurred during the three months ended June 30, 2025.
Gross Profit
The following table sets forth the breakdown of the gross profit for the three months ended June 30, 2026 and 2025, respectively:
| Three months ended June 30, | Variance | |||||||||||||||||||||||
| 2026 | % | 2025 | % | Amount | % | |||||||||||||||||||
| Fast-Moving Consumer Goods (“FMCG”) | $ | 718 | 0.37 | % | $ | 10,327 | 5.77 | % | $ | (9,609 | ) | (93.05 | )% | |||||||||||
| Trading Commission and Consulting Services | 193,114 | 99.63 | % | 168,731 | 94.23 | % | 24,383 | 14.45 | % | |||||||||||||||
| Total gross profit | $ | 193,832 | 100.00 | % | $ | 179,058 | 100.00 | % | $ | 14,774 | 8.25 | % | ||||||||||||
Overall gross profit increased by $14,774, or 8.25%, to $193,832 for the three months ended June 30, 2026 from $179,058 for the three months ended June 30, 2025. The increase was primarily due to higher gross profit from trading commission and consulting services, which was in line with higher revenue generated by this business segment for the three months ended June 30, 2026. The increase was partially offset by lower gross profit from FMCG, driven by the revenue decline of this segment for the three months ended June 30, 2026. Overall gross margin as a percentage of revenue was 58.14% for the three months ended June 30, 2026, representing an increase of 28.02 percentage points from 30.12% for the three months ended June 30, 2025, mainly due to a larger proportion of higher-margin consulting services revenue for the three months ended June 30, 2026.
37
Operating Expenses
The following table sets forth the breakdown of our operating expenses and operating expenses as a percentage of revenue for the three months ended June 30, 2026 and 2025, respectively:
| For the Three Months Ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||||||||||
| Amount | % of revenue | Amount | % of revenue | Amount | % | |||||||||||||||||||
| General and administrative expenses | $ | 630,703 | 189.17 | % | $ | 852,026 | 143.33 | % | $ | (221,323 | ) | (25.98 | )% | |||||||||||
| Stock compensation expense | 1,387,500 | 416.16 | % | - | - | % | 1,387,500 | 100.00 | % | |||||||||||||||
| Selling expenses | 76,923 | 23.07 | % | 249,048 | 41.89 | % | (172,125 | ) | (69.11 | )% | ||||||||||||||
| Allowance for credit losses/doubtful accounts | 484 | 0.15 | % | 393,651 | 66.22 | % | (393,167 | ) | (99.88 | )% | ||||||||||||||
| Total operating expenses | $ | 2,095,610 | 628.54 | % | $ | 1,494,725 | 251.44 | % | $ | 600,885 | 40.20 | % | ||||||||||||
General and administrative expenses decreased by $221,323, or 25.98%, from $852,026 for the three months ended June 30, 2025 to $630,703 for the three months ended June 30, 2026. The decrease was primarily attributable to reduced commission expenses and travelling expense that recognized in the three months ended June 30, 2026.
Stock compensation expense increased by $1,387,500 or 100.00%, from $ nil for the three months ended June 30, 2025 to $1,387,500 for the three months ended June 30, 2026. On May 29, 2026, the Compensation Committee of the Board of Directors of the Company granted 312,500 shares of common stock, pursuant to the Company’s 2025 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries. As the closing price of the Company stock was $4.44 on June 3, 2026, the Company recorded an expense of $1.39 million in the three months ended June 30, 2026.
Selling expenses decreased by $172,125, or 69.11%, from $249,048 for the three months ended June 30, 2025 to $76,923 for the three months ended June 30, 2026. The decrease was primarily attributable to reduced business entertainment expenses and other relevant selling expenses as a result of the implementation of cost-control measures.
Allowance for credit losses/doubtful accounts decreased by $393,167, or 99.88%, from $393,651 for the three months ended June 30, 2025 to $484 for the three months ended June 30, 2026. The decrease was primarily due to the management’s efforts to collection of long overdue receivables from our customers, resulting in a smaller allowance for credit losses during the three months ended June 30, 2026. Our management will continue monitoring and putting effort into the collection of receivables to lower the level of the allowance.
Other Income (Expenses), Net
Net other income decreased by $3,086,554, or 100.92%, from net other income of $3,058,504 for the three months ended June 30, 2025 to net other expenses of $28,050 for the three months ended June 30, 2026. The decrease was primarily attributable to the gain on debt restructuring during the three months ended June 30, 2025. On June 17, 2025, we entered into a settlement and forbearance agreement (“the Agreement”) with FT Global. Pursuant to the Agreement, we were required to pay an aggregate settlement amount of $4.0 million and issue a total of 107,368 shares of common stock. Upon the debt restructuring, we recognized a gain of $3.07 million, which was recorded as gain on debt restructuring in the unaudited condensed consolidated statement of operations and comprehensive income (loss).
Net income (loss) from continuing operations
Net income from continuing operations decreased by $3,672,665, or 210.73%, from net income of $1,742,837 for the three months ended June 30, 2025 to net loss of $1,929,828 for the three months ended June 30, 2026. The decrease was primarily due to the decrease in gain on debt restructuring as discussed above.
38
Comparison of Six Months Ended June 30, 2026 and 2025:
The following table summarizes our operating results for the six months ended June 30, 2026 and 2025, respectively, and sets forth the dollar and percentage increase or (decrease) between the periods.
| For the Six Months Ended June 30, | Variance | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| REVENUE | $ | 546,021 | $ | 1,136,591 | $ | (590,570 | ) | (51.96 | )% | |||||||
| Cost of revenue | 278,986 | 886,507 | (607,521 | ) | (68.53 | )% | ||||||||||
| Gross profit | 267,035 | 250,084 | 16,951 | 6.78 | % | |||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative expenses | 2,032,562 | 2,422,126 | (389,564 | ) | (16.08 | )% | ||||||||||
| Stock-based compensation expenses | 1,387,500 | 1,085,000 | 302,500 | 27.88 | % | |||||||||||
| Selling expenses | 212,103 | 440,678 | (228,575 | ) | (51.87 | )% | ||||||||||
| Allowance for (Net recovery of) credit losses/doubtful accounts | (138,456 | ) | 28,254,490 | (28,392,946 | ) | (100.49 | )% | |||||||||
| Total operating expenses | 3,493,709 | 32,202,294 | (28,708,585 | ) | (89.15 | )% | ||||||||||
| LOSS FROM OPERATIONS | (3,226,674 | ) | (31,952,210 | ) | 28,725,536 | (89.90 | )% | |||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Interest income | 250,233 | 35,459 | 214,774 | 605.70 | % | |||||||||||
| Interest expenses | (198,099 | ) | (15,042 | ) | (183,057 | ) | 1,216.97 | % | ||||||||
| Amortization of debt issuance costs | (35,100 | ) | - | (35,100 | ) | 100.00 | % | |||||||||
| Gain on debt restructuring | - | 3,071,827 | (3,071,827 | ) | (100.00 | )% | ||||||||||
| Other income, net | 4,684 | 64,788 | (60,104 | ) | (92.77 | )% | ||||||||||
| Total other income, net | 21,718 | 3,157,032 | (3,135,314 | ) | (99.31 | )% | ||||||||||
| Loss from Continuing Operations before Income Tax | (3,204,956 | ) | (28,795,178 | ) | 25,590,222 | (88.87 | )% | |||||||||
| Net loss from continuing operations | (3,204,956 | ) | (28,795,178 | ) | 25,590,222 | (88.87 | )% | |||||||||
| Net income from discontinued operations | - | 27,939,676 | (27,939,676 | ) | (100.00 | )% | ||||||||||
| NET LOSS | (3,204,956 | ) | (855,502 | ) | (2,349,454 | ) | 274.63 | % | ||||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP, INC. | $ | (1,742,574 | ) | $ | (3,073,927 | ) | $ | 1,331,353 | (43.31 | )% | ||||||
39
Revenue
The following table sets forth the breakdown of our revenues for the six months ended June 30, 2026 and 2025, respectively:
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||
| Amount | Amount | Amount | % | |||||||||||||
| Fast-Moving Consumer Goods (“FMCG”) | $ | 212,367 | $ | 864,135 | $ | (651,768 | ) | (75.42 | )% | |||||||
| Trading Commission and Consulting Services | 333,654 | 271,115 | 62,539 | 23.07 | % | |||||||||||
| Supply Chain Financing/Trading | - | 1,341 | (1,341 | ) | (100.00 | )% | ||||||||||
| Total revenue | $ | 546,021 | $ | 1,136,591 | $ | (590,570 | ) | (51.96 | )% | |||||||
Revenue from sales of FMCG decreased by $651,768, or 75.42%, from $864,135 for the six months ended June 30, 2025 to $212,367 for the six months ended June 30, 2026. The decrease was primarily due to intensified competition from other FMCG sellers on the e-commerce platform. Meanwhile, we reduced investment in marketing activities as a result of the implementation of cost-control measures, which also adversely affected sales conversion.
Revenue from trading commission and consulting services increased by $62,539, or 23.07%, from $271,115 for the six months ended June 30, 2025 to $333,654 for the six months ended June 30, 2026. The increase was mainly due to a new consulting services project with related revenue recognized in the six months ended June 30, 2026, and no similar project occurred during the six months ended June 30, 2025.
Revenue from supply chain financing/trading decreased by $1,341, or 100.00%, from $1,341 for the six months ended June 30, 2025 to $ nil for the six months ended June 30, 2026. The decrease was due to our management’s decision to temporarily suspend these operations resulting from lower coal prices and reduced market demand in China during the six months ended June 30, 2026.
Gross Profit
The following table sets forth the breakdown of the gross profit for the six months ended June 30, 2026 and 2025, respectively:
| Six months ended June 30, | Variance | |||||||||||||||||||||||
| 2026 | % | 2025 | % | Amount | % | |||||||||||||||||||
| Fast-Moving Consumer Goods (FMCG) | $ | 7,000 | 2.62 | % | $ | 19,185 | 7.67 | % | $ | (12,185 | ) | (63.51 | )% | |||||||||||
| Trading Commission and Consulting Services | 260,035 | 97.38 | % | 229,558 | 91.80 | % | 30,477 | 13.28 | % | |||||||||||||||
| Supply Chain Financing/Trading | - | - | 1,341 | 0.53 | % | (1,341 | ) | (100.00 | )% | |||||||||||||||
| Total Amount | $ | 267,035 | 100.00 | % | $ | 250,084 | 100.00 | % | $ | 16,951 | 6.78 | % | ||||||||||||
Overall gross profit increased by $16,951, or 6.78%, to $267,035 for the six months ended June 30, 2026 from $250,084 for the six months ended June 30, 2025. The increase was primarily due to the increase in gross profit from trading commission and consulting services, which was in line with the increase in revenue for this business segment for the six months ended June 30, 2026. Although revenue from the FMCG segment decreased significantly for the six months ended June 30, 2026, gross profit from this business segment did not decrease simultaneously due to its low gross margin. Overall gross margin as a percentage of revenue was 48.91% for the six months ended June 30, 2026, representing an increase of 26.91 percentage points from 22.00% for the six months ended June 30, 2025, mainly due to a larger proportion of higher-margin consulting services revenue for the six months ended June 30, 2026.
40
Operating Expenses
The following table sets forth the breakdown of our operating expenses and operating expenses as a percentage of revenue for the six months ended June 30, 2026 and 2025, respectively:
| For the Six Months Ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||||||||||
| Amount | % of revenue | Amount | % of revenue | Amount | % of | |||||||||||||||||||
| General and administrative expenses | $ | 2,032,562 | 372.25 | % | $ | 2,422,126 | 213.10 | % | $ | (389,564 | ) | (16.08 | )% | |||||||||||
| Stock-based compensation expenses | 1,387,500 | 254.11 | % | 1,085,000 | 95.46 | % | 302,500 | 27.88 | % | |||||||||||||||
| Selling expenses | 212,103 | 38.85 | % | 440,678 | 38.77 | % | (228,575 | ) | (51.87 | )% | ||||||||||||||
| Allowance for (net recovery of) credit losses/doubtful accounts | (138,456 | ) | (25.36 | )% | 28,254,490 | 2,485.90 | % | (28,392,946 | ) | (100.49 | )% | |||||||||||||
| Total operating expenses | $ | 3,493,709 | 639.85 | % | $ | 32,202,294 | 2,833.23 | % | $ | (28,708,585 | ) | (89.15 | )% | |||||||||||
General and administrative expenses decreased by $389,564, or 16.08%, from $2,422,126 for the six months ended June 30, 2025 to $2,032,562 for the six months ended June 30, 2026. The decrease was primarily attributable to commission expenses recognized in the six months ended June 30, 2025 that did not recur in the same period of 2026. The decrease was partially offset by an increase in business entertainment expenses driven by our new business expansion.
Stock-based compensation expenses increased by $302,500 or 27.88%, from $1,085,000 for the six months ended June 30, 2025 to $1,387,500 for the six months ended June 30, 2026. The increase was primarily attributable to a larger number of shares granted (312,500 shares in June 2026 compared to 31,250 shares in March 2025, in each case as adjusted for the reverse stock splits), partially offset by a lower grant-date share price ($4.44 compared to $34.72, as adjusted).
Selling expenses decreased by $228,575, or 51.87%, from $440,678 for the six months ended June 30, 2025 to $212,103 for the six months ended June 30, 2026. The decrease was primarily attributable to reduced business entertainment expenses and other relevant selling expenses as a result of the implementation of cost-control measures.
Allowance for credit losses/doubtful accounts decreased by $28,392,946, or 100.49%, from an allowance for credit losses/doubtful accounts of $28,254,490 for the six months ended June 30, 2025 to a net recovery of credit losses/doubtful accounts of $138,456 for the six months ended June 30, 2026. The decrease was due to the provision for bad debts on related party receivables in connection with the disposal of a subsidiary during the six months ended June 30, 2025. Our management will continue monitoring and putting effort into the collection of receivables to lower the level of the allowance.
Other Income, Net
Net other income decreased by $3,135,314, or 99.31%, from net other income of $3,157,032 for the six months ended June 30, 2025 to $21,718 for the six months ended June 30, 2026. The decrease was primarily attributable to the gain on debt restructuring during the six months ended June 30, 2025 as we entered into a settlement and forbearance agreement with FT Global. The decrease was also attributable to the higher interest expenses caused by the convertible notes payable issued in July 2025, September 2025 and May 2026. The decrease was partially offset by an increase in interest income recognized effective December 2025 for the six months ended June 30, 2026, and no such income was incurred during the six months ended June 30, 2025.
41
Net loss from continuing operations
Net loss from continuing operations decreased by $25,590,222, or 88.87%, from $28,795,178 for the six months ended June 30, 2025 to $3,204,956 for the six months ended June 30, 2026. The decrease was primarily due to the decrease in allowance for credit losses/doubtful accounts as discussed above.
Gain on disposal of discontinued operations
Gain on disposal of discontinued operation was $28.26 million for the six months ended June 30, 2025, which was related to the transfer of FTFT UK LIMITED, FTFT Finance UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC (Cayman), Future Fintech Digital Number One GP, LLC (USA), FTFT Digital Number One, Ltd. (Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd.
Earnings (loss) per Share
For the six months ended June 30, 2026, basic and diluted loss per share from continuing operations were both $2.27, as compared to loss per share of $162.66 (both basic and diluted) for the same period last year. For the six months ended June 30, 2026, basic and diluted earnings per share from discontinued operations were both $ nil, as compared to basic and diluted earnings per share of $147.29 and $147.07 for the same period last year, respectively.
Liquidity and Capital Resources
We currently finance our business operations primarily through convertible notes and the sale of our common stock. Our current cash primarily consists of cash on hand and cash in bank. As of June 30, 2026, we had cash, cash equivalents and restricted cash of $4.22 million, representing a decrease of $0.86 million from $5.08 million as of December 31, 2025.
On July 30, 2026, we received aggregate gross proceeds of $30,000,000 from the private placement of 30,000,000 shares of our common stock described in Note 23 to our unaudited condensed consolidated financial statements. We intend to use the net proceeds of the private placement for working capital and general corporate purposes. In addition, following the completion of the transfer of the 20% equity interest in Xi’an Changshida Information Technology Co., Ltd. on July 3, 2026, the cash consideration of RMB 40,000,000 (approximately $5.6 million) and the share consideration became payable in accordance with the related share purchase agreement, and the remaining cash installments of approximately $1.02 million under the FT Global settlement are payable through December 2026.
Working Capital
Our working capital has historically been generated from our operating cash flows, advances from our customers and convertible notes. Our working capital was $43.14 million as of June 30, 2026, representing an increase of $0.59 million compared with working capital of $42.55 million as of December 31, 2025. The increase was primarily attributable to foreign exchange rate impacts on investment funds and a decrease in current liabilities, such as accounts payable and accrued expenses and other payables.
Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities from continuing operations | $ | (3,214,413 | ) | $ | (18,467,180 | ) | ||
| Net cash provided by operating activities from discontinued operations | - | 19,037,420 | ||||||
| Net cash provided by investing activities from continuing operations | 1,451 | 375,837 | ||||||
| Net cash provided by (used in) financing activities from continuing operations | 1,901,686 | (13,193 | ) | |||||
| Effect of exchange rate change on cash, cash equivalents and restricted cash | 451,179 | 88,297 | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (860,097 | ) | 1,021,181 | |||||
| Cash, cash equivalents and restricted cash, beginning of period | 5,077,164 | 4,765,111 | ||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 4,217,067 | $ | 5,786,292 | ||||
42
Operating Activities
Net cash used in operating activities from continuing operations amounted to $3.21 million for the six months ended June 30, 2026, primarily due to i) a net loss from continuing operations of $3.20 million adjusted for non-cash activities including net recovery of credit losses/doubtful accounts of $0.14 million and share-based payments of $1.39 million, and ii) net changes in our operating assets and liabilities, which mainly include a) a decrease in accounts payable of $0.96 million, b) a decrease in accrued expenses and other payables of $0.81 million, which was partially offset by a decrease in other receivables of $0.4 million.
Net cash used in operating activities from continuing operations amounted to $18.47 million for the six months ended June 30, 2025, primarily due to i) a net loss from continuing operations of $28.80 million adjusted for non-cash activities including allowance for credit losses/doubtful accounts of $28.25 million, gain on debt restructuring of $3.07 million and share-based payments of $1.09 million, and ii) net changes in our operating assets and liabilities, which mainly include an increase in other receivables of $27.95 million, partially offset by a) an increase in accounts payable of $2.28 million, b) an increase in accrued expenses and other payables of $8.10 million.
Investing Activities
Net cash provided by investing activities from continuing operations amounted to $1,451 for the six months ended June 30, 2026, primarily due to redemption of short-term investments of $30,465, which was partially offset by payment for short-term investments of $29,014.
Net cash provided by investing activities from continuing operations amounted to $0.38 million for the six months ended June 30, 2025, primarily due to collection from debt investments of $0.24 million and repayment of loan receivables of $0.14 million.
Financing Activities
Net cash provided by financing activities from continuing operations amounted to $1.90 million for the six months ended June 30, 2026, primarily consisting of proceeds from convertible notes payable of $2.00 million, which was partially offset by repayment made for amounts due to related parties of $0.10 million.
Net cash used in financing activities from continuing operations amounted to $13,193 for the six months ended June 30, 2025, primarily consisting of payment made for amounts due from related parties of $4,322 and repayment of amounts due to related parties of $8,871.
Contractual Obligations
Other than (i) the leases disclosed in Note 7 in the notes to our unaudited condensed consolidated financial statements, (ii) the remaining cash installments of approximately $1.02 million payable through December 2026 under the Settlement and Forbearance Agreement with FT Global Capital, Inc. described in Note 20, (iii) the cash consideration of RMB 40,000,000 (approximately $5.6 million) and share consideration payable in connection with the acquisition of a 20% equity interest in Xi’an Changshida Information Technology Co., Ltd. described in Note 23, and (iv) our obligations under the convertible notes payable described in Note 12, we had no other long-term fixed contractual obligations or commitments as of June 30, 2026.
Off-balance sheet arrangements
As of June 30, 2026, we did not have any off-balance sheet arrangements.
43
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, our principal executive officer and principal financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective due to a material weakness in our internal control over financial reporting. Specifically, we currently lack sufficient accounting personnel with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements.
We have taken, and are taking, certain actions to remediate the material weakness related to our lack of U.S. GAAP experience. We have engaged an outside consultant with U.S. GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are prepared in accordance with U.S. GAAP. We have adopted and are continuously implementing policies, procedures and practices recommended in the report of the consultant and have arranged internal control training for our employees and management on disclosure controls and procedures. We believe the measures described above will remediate the material weakness identified above. The Company continues to make efforts to implement its existing and newly adopted procedures to improve our disclosure controls and internal controls over financial reporting. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine that additional measures are necessary.
Changes to Internal Control over Financial Reporting
Other than discussed above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
44
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Legal case with FT Global Capital, Inc.
In January 2021, FT Global Capital, Inc., a former placement agent of the Company, filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia, and served the complaint that same month. The Company has previously reported developments related to this matter in its filings with the SEC, including without limitation, its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Form 10-K for the fiscal year ended December 31, 2022, Form 10-K for the fiscal year ended December 31, 2023, Form 10-K for the fiscal year ended December 31, 2024, Quarterly Report on Form 10-Q for the fiscal quarter ended on March 31, 2025.
On June 17, 2025, the Company entered into a Settlement and Forbearance Agreement with FT Global to resolve four federal court judgments entered against the Company. Pursuant to the Agreement, the company was required to pay an aggregate settlement amount of $4.0 million and issue a total of 106,250 shares (as adjusted for the reverse stock splits) of common stock, among which, (i) $0.5 million was paid no later than June 20, 2025, (ii) $1.0 million, $1.3 million and $1.2 million shall be paid within six months, twelve months and eighteen months after signing of the Agreement, respectively, (iii) 3,750 shares and 21,250 shares of common stock were issued on June 30, 2025 and July 2, 2025, respectively, and (iv) 40,625 shares and 40,625 shares of common stock shall be issued no earlier than six months and twelve months following the agreement’s effective date, respectively. As of June 30, 2026, a total of 107,368 shares of common stock had been issued and an aggregate amount of $2.98 million had been repaid to the Creditor.
The Company’s obligations include instalment payments over 18 months and the issuance of shares pursuant to a court order under Section 3(a)(10) of the Securities Act. The agreement also includes mutual releases and requires the Company to remain current in its SEC filings and maintain its listing on a national securities exchange. Additional details are included in the Company’s Current Report on Form 8-K filed on June 20, 2025.
As of the date of this report, the Settlement and Forbearance Agreement remains in effect and the parties are in compliance with the terms.
Shareholders Lawsuit (LaBelle and Janzen)
The LaBelle case is a putative securities class action filed in January 2024 and is pending in the District of New Jersey. Denise LaBelle (“Plaintiff”) alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially false or misleading statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of the Company, Mr. Shanchun Huang and charges filed by the SEC against Mr. Shanchun Huang with manipulative trading in the stock of the Company using an offshore account shortly before he became the Company’s CEO in 2020 and failing to disclose his beneficial ownership. Mr. Huang has denied the allegations of trading before he became CEO. Plaintiff claims that these alleged misstatements caused the Company’s stock to trade at artificially inflated prices, harming investors when the truth was revealed. The lead plaintiff and lead counsel were appointed in September 2024. The Company was served in September 2024. On July 28, 2025, the Plaintiff filed an amended complaint. Defendants (Future FinTech, Huang, and individual officers) filed a Rule 12(b)(6) motion to dismiss the amended complaint, later submitting an errata/amended version of the motion. Mr. Huang asserts in his Motion to Dismiss that service of process was defective because Plaintiff failed to comply with the Hague Convention despite knowing Huang’s foreign residence, thus depriving the Court of personal jurisdiction under Rule 12(b)(5). Among other arguments, all Defendants assert in their Motions to Dismiss that the Amended Complaint fails to meet the heightened pleading standards of the PSLRA and Rules 9(b) and 12(b)(6) because it merely repackages unproven SEC allegations and does not plausibly allege that Mr. Huang executed or knew of any trades, engaged in manipulative conduct, or acted with scienter.
The Janzen action is a consolidated shareholder derivative case filed by Jeff Janzen on May 31, 2024, also pending in the District of New Jersey, brought nominally on behalf of Future FinTech. Plaintiff alleges that certain current and former officers and directors breached fiduciary duties by allowing or failing to prevent the same alleged misconduct at issue in LaBelle, including mismanagement and misleading public disclosures. On January 20, 2026, the Company and certain of its current and former officers and directors filed a motion to dismiss the derivative complaint pursuant to Rules 12(b)(5) and 12(b)(6) of the Federal Rules of Civil Procedure in the United States District Court for the District of New Jersey. The derivative case has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in LaBelle, but plaintiff has reserved the right to participate in mediation and settlement discussions relating to the class action.
45
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended June 30, 2026, the Company issued the following securities that were not registered under the Securities Act of 1933, as amended (the "Securities Act") (share figures as adjusted for the July 2026 reverse stock split): (i) an aggregate of 199,920 shares of common stock issued to the holder of the Company's convertible notes payable upon partial conversions thereof between April 8, 2026 and June 11, 2026, for an aggregate conversion amount of $725,000, in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act; and (ii) 45,621 shares of common stock issued on May 7, 2026 to FT Global Capital, Inc. pursuant to the Settlement and Forbearance Agreement described in Item 1 above, in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act pursuant to the order of the United States District Court for the Southern District of New York or, alternatively, in reliance on Section 4(a)(2) of the Securities Act. No underwriters were involved in, and no underwriting discounts or commissions were paid in connection with, either of the foregoing issuances.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
During
the three months ended June 30, 2026, no director or officer of the Company
46
Item 6. Exhibits
| * | filed herewith |
| + | Furnished herewith | |
| † | Indicates a management contract or compensatory plan or arrangement. |
47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FUTURE FINTECH GROUP INC. | ||
| By: | /s/ Hu Li | |
| Hu Li | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| August 14, 2026 | ||
| By: | /s/ Ting Ouyang | |
| Ting Ouyang | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| August 14, 2026 | ||
48
Exhibit 31.1
RULE 13a-14(a) CERTIFICATION FOR FORM 10-Q (CEO) CERTIFICATION
I, Hu Li, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Future FinTech Group Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to the Company by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: August 14, 2026 | By: | /s/ Hu Li |
| Hu Li | ||
| Chief Executive Officer |
Exhibit 31.2
RULE 13a-14(a) CERTIFICATION FOR FORM 10-Q (CFO) CERTIFICATION
I, Ting Ouyang, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Future FinTech Group Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to the Company by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| Date: August 14, 2026 | By: | /s/ Ting Ouyang |
| Ting Ouyang | ||
| Chief Financial Officer |
Exhibit 32.1
SECTION 1350 CERTIFICATION (CEO)
FUTURE FINTECH GROUP INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Future FinTech Group Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hu Li, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: August 14, 2026 | /s/ Hu LI |
| Hu Li | |
| Chief Executive Officer |
Exhibit 32.2
SECTION 1350 CERTIFICATION (CFO)
FUTURE FINTECH GROUP INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Future FinTech Group Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ting Ouyang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: August 14, 2026 | /s/ Ting Ouyang |
| Ting Ouyang | |
| Chief Financial Officer |