UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission File Number 001-34502 Future FinTech Group Inc. (Exact name of registrant as specified in its charter) Florida 98-0222013 (State or other ju ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company presents unaudited condensed consolidated financial statements showing a net loss of $5.04 million for the six months ended June 30, 2022 Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $66,452,075 | $72,721,055 | | **Total Assets** | $85,734,516 | $91,657,085 | | **Total Current Liabilities** | $6,973,366 | $7,230,668 | | **Total Liabilities** | $10,709,974 | $10,802,927 | | **Total Stockholders' Equity** | $75,024,542 | $80,854,158 | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $7,418,277 | $1,346,924 | $10,884,642 | $1,354,423 | | **Gross Profit** | $1,375,420 | $51,265 | $3,163,397 | $51,855 | | **Loss from Operations** | ($2,842,455) | ($749,563) | ($5,518,926) | ($2,280,571) | | **Net Loss** | ($2,336,688) | ($403,478) | ($5,035,059) | ($1,200,787) | | **Basic Loss Per Share** | ($0.03) | ($0.01) | ($0.07) | ($0.02) | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | ($5,129,561) | ($3,077,432) | | **Net Cash Used in Investing Activities** | ($5,985,370) | ($7,308) | | **Net Cash Provided by Financing Activities** | $4,136,402 | $66,884,621 | | **Net (Decrease) Increase in Cash** | ($8,242,297) | $62,591,026 | | **Cash and Cash Equivalents, End of Period** | $42,031,220 | $72,016,338 | [Corporate Information and Business Transformation](index=12&type=section&id=1.%20Corporate%20Information) The company has transitioned from fruit juice production to a diversified fintech business with a global presence - The Company has transformed its business from fruit juice manufacturing to a real-name blockchain e-commerce platform, supply chain financing services, asset management, and cryptocurrency market data services[20](index=20&type=chunk) - **A significant number of new subsidiaries** were established in 2021 and 2022 to support expansion into new business areas and geographies, including FTFT Capital Investments in Dubai, FTFT UK Limited in the UK, FTFT Supercomputing Inc. for crypto mining, and FTFT Paraguay S.A. for crypto mining in Paraguay[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) - The company's blockchain e-commerce business is conducted through a **Variable Interest Entity (VIE)**, Cloud Chain E-Commerce (Tianjin) Co., Ltd., in the PRC[24](index=24&type=chunk) [Significant Accounting Policies](index=14&type=section&id=2.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Key policies include VIE consolidation, segment reclassification, and a going concern warning due to operating losses - The company consolidates its **Variable Interest Entity (VIE)** in China, E-Commerce Tianjin, as it is considered the primary beneficiary through contractual arrangements[27](index=27&type=chunk)[67](index=67&type=chunk) - Several subsidiaries were disposed of or deregistered in 2021 and 2022, with their operating results presented as **discontinued operations**[28](index=28&type=chunk)[126](index=126&type=chunk) - The company incurred **operating losses of $5.03 million** and had **negative operating cash flows of $5.13 million** as of June 30, 2022, which raises substantial doubts about its ability to continue as a **going concern**[31](index=31&type=chunk) [Acquisition of Nice Talent Asset Management](index=29&type=section&id=11.%20ACQUISITION) The company acquired a 90% stake in Hong Kong-based Nice Talent Asset Management for approximately $18.07 million - The company acquired 90% of Nice Talent Asset Management Limited for **HK$144,000,000 (approximately $18.07 million)** on August 6, 2021[95](index=95&type=chunk)[99](index=99&type=chunk) - The acquisition generated **goodwill of $17.16 million**, with the purchase price paid in company common stock and 40% contingent on future performance[94](index=94&type=chunk)[99](index=99&type=chunk) [Segment Reporting](index=37&type=section&id=23.%20SEGMENT%20REPORTING) The company's strategic shift is reflected in asset management becoming the largest segment by revenue and gross profit Segment Revenue and Gross Profit (Six Months Ended June 30, 2022) | Segment | Revenue | Gross Profit | | :--- | :--- | :--- | | Asset management service | $7,152,808 | $3,026,301 | | Coal and Aluminum Ingots supply chain financing/trading | $3,654,982 | $60,256 | | Others | $76,852 | $76,840 | | **Total** | **$10,884,642** | **$3,163,397** | Segment Revenue and Gross Profit (Six Months Ended June 30, 2021) | Segment | Revenue | Gross Profit | | :--- | :--- | :--- | | Coal and Aluminum Ingots supply chain financing/trading | $1,347,785 | $51,252 | | CCM Shopping Mall Membership | $85 | $85 | | Others | $6,553 | $518 | | **Total** | **$1,354,423** | **$51,855** | - The company's shift in business focus is evident, with new segments like **asset management and supply chain financing** becoming the primary revenue drivers, while the former e-commerce membership model has ceased generating revenue[129](index=129&type=chunk)[130](index=130&type=chunk) [Commitments and Contingencies](index=40&type=section&id=24.%20COMMITMENTS%20AND%20CONTINGENCIES) The company is vigorously defending a lawsuit from its former placement agent claiming approximately $7 million in damages - FT Global Capital, Inc. filed a lawsuit in January 2021, claiming approximately **$7,000,000 in damages** and fees related to an alleged breach of a placement agent agreement from July 2020[136](index=136&type=chunk) - The court has dismissed some of FT Global's claims but allowed others to proceed, and the company will continue to **vigorously defend the action**[137](index=137&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue grew significantly due to new business segments, but rising expenses led to an increased operating loss Revenue Comparison (Six Months Ended June 30) | Segment | 2022 | 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Asset management service | $7,152,808 | $0 | +$7,152,808 | N/A | | Coal and Aluminum Ingots Supply Chain Financing/Trading | $3,654,982 | $1,347,785 | +$2,307,197 | +171.18% | | CCM Shopping Mall Membership | $0 | $85 | ($85) | (100.00)% | | **Total Revenue** | **$10,884,642** | **$1,354,423** | **+$9,530,219** | **+703.64%** | - The **significant revenue growth** was primarily driven by the new asset management business and the expansion of the supply chain financing/trading business[197](index=197&type=chunk)[198](index=198&type=chunk) - Operating expenses for the six months ended June 30, 2022, **increased to $8.68 million from $2.33 million** in the prior year, mainly due to higher professional service, consulting, and R&D fees[205](index=205&type=chunk)[206](index=206&type=chunk) - The company's liquidity decreased, with **cash and cash equivalents falling to $42.03 million**, and net cash used in operating activities increasing to $5.13 million[214](index=214&type=chunk)[215](index=215&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable for the reporting period - Not applicable[217](index=217&type=chunk) [Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were deemed ineffective due to a material weakness in internal financial reporting controls - Management identified a **material weakness** in internal control over financial reporting[218](index=218&type=chunk) - The weakness stems from a **lack of sufficient accounting personnel** with appropriate knowledge and experience in U.S. GAAP and SEC reporting[218](index=218&type=chunk) - To remediate the issue, the company has **engaged an outside consultant** to supplement its internal accounting team[219](index=219&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) The company is defending an ongoing lawsuit from a former placement agent claiming approximately $7 million in damages - A lawsuit was filed by former placement agent FT Global Capital, Inc. in January 2021, claiming approximately **$7,000,000 in damages** and attorneys' fees[220](index=220&type=chunk) - The lawsuit relates to an alleged breach of an exclusive placement agent agreement from July 2020, which the company disputes[220](index=220&type=chunk) - The case is ongoing, and the company states it will **continue to vigorously defend the action**[221](index=221&type=chunk) [Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) This section is not applicable for the reporting period - Not applicable[223](index=223&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities to report for the period - None[223](index=223&type=chunk) [Defaults upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - None[223](index=223&type=chunk) [Mine Safety Disclosure](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This section is not applicable - Not applicable[223](index=223&type=chunk) [Other Information](index=59&type=section&id=Item%205.%20Other%20Information) There is no other information to report for the period - None[223](index=223&type=chunk) [Exhibits](index=59&type=section&id=Item%206.%20Exhibits) This section lists key exhibits filed with the Form 10-Q, including loan agreements and officer certifications - Filed exhibits include two loan agreements, officer certifications pursuant to Rule 13a-14(a) and Section 906 of the Sarbanes-Oxley Act, and various Inline XBRL documents[224](index=224&type=chunk)

PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Financial statements reflect a significant transformation post-fruit juice business disposal, showing net income from the sale despite continuing operations loss, with going concern uncertainty [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's transformation to blockchain e-commerce and fintech, including a **$123.7 million** gain from fruit juice business sale, a new loan, and an SEC investigation - The company has transformed its business from fruit juice manufacturing to a real-name blockchain e-commerce platform (Chain Cloud Mall) and has launched a cross-border e-commerce platform, NONOGIRL[16](index=16&type=chunk)[17](index=17&type=chunk) - On February 27, 2020, the company sold its fruit juice business (HeDeTang HK and its subsidiaries), resulting in a gain on disposal of **$123.69 million**[17](index=17&type=chunk)[68](index=68&type=chunk) - The company entered into a loan agreement to lend up to RMB 35 million (approx. **$5.14 million**) to Shenzhen Tiantian Haodian Technology Co., Ltd. at a **10%** annual interest rate[34](index=34&type=chunk) - On February 21, 2020, the company received a subpoena from the SEC's Division of Enforcement related to its accounting procedures, management oversight, and the sale of HeDeTang holdings, and is cooperating with the investigation[82](index=82&type=chunk)[83](index=83&type=chunk) - The company entered into a Share Exchange Agreement to acquire **90%** of Nice Talent Asset Management Limited, a Hong Kong firm licensed for asset management and advising on securities, pending regulatory approval[86](index=86&type=chunk)[88](index=88&type=chunk) Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | September 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $11,620,201 | $100,345,801 | | **Total Assets** | $29,236,513 | $115,980,570 | | **Total Current Liabilities** | $7,618,421 | $202,789,675 | | **Total Liabilities** | $9,284,712 | $204,057,776 | | **Total Stockholders' Equity** | $19,951,801 | $(88,077,206) | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Revenue | $43,657 | $357,295 | | Loss from Continuing Operations | $(2,473,891) | $(5,211,436) | | Gain on disposal of discontinued operations | $115,947 | $119,582,658 | | **Net Income (Loss)** | **$(2,438,927)** | **$114,230,428** | | Basic Earnings (Loss) per Share | $(0.07) | $3.09 | - The company's ability to continue as a going concern is in doubt due to recurring operating losses and negative operating cash flows, with continuity depending on successfully executing its new business strategy and achieving profitability[26](index=26&type=chunk)[27](index=27&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift to blockchain e-commerce and financial services, with COVID-19 impacting revenue, and significant working capital improvement post-discontinued operations - The company is expanding into financial services, including the planned acquisition of Nice Talent Asset Management Limited and a strategic entry into the challenger bank and digital payment sector[104](index=104&type=chunk)[106](index=106&type=chunk) - The COVID-19 pandemic materially and adversely affected business, especially promotion strategies for the CCM Shopping Mall, which relied on in-person meetings and conferences, leading to a sharp decline in sales[95](index=95&type=chunk)[118](index=118&type=chunk)[128](index=128&type=chunk) Revenue Comparison (in thousands) | Period | 2020 | 2019 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Three Months Ended Sep 30** | $44 | $342 | $(298) | (87.1)% | | **Nine Months Ended Sep 30** | $357 | $745 | $(388) | (52.1)% | - For the nine months ended Sep 30, 2020, G&A expenses increased due to **$1.19 million** in stock-related expenses for a consulting agreement, while selling expenses decreased significantly due to lower payroll and shipping costs[146](index=146&type=chunk)[147](index=147&type=chunk) - As of September 30, 2020, working capital was **$4.0 million**, a significant improvement from a deficit of **$102 million** a year prior, mainly due to a decrease in current liabilities after the disposal of the fruit juice business[153](index=153&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable for the reporting period - Not applicable[157](index=157&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to a material weakness in accounting personnel, engaging consultants for remediation - The CEO and CFO concluded that disclosure controls and procedures were not effective as of September 30, 2020[157](index=157&type=chunk) - The ineffectiveness was due to a material weakness: a lack of sufficient accounting personnel with appropriate knowledge and training in U.S. GAAP and SEC reporting[157](index=157&type=chunk) - To remediate the weakness, the company has engaged consultants with U.S. GAAP experience to assist with financial statement preparation[158](index=158&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) There have been no material developments in the company's ongoing legal proceedings during the three months ended September 30, 2020 - There were no material developments in the company's legal proceedings during the third quarter of 2020[161](index=161&type=chunk) - Previously disclosed legal cases related to the sold subsidiary HeDengTang HK are no longer a liability for the company[93](index=93&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) This section is not applicable for the reporting period - Not applicable[161](index=161&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds for the period - None[161](index=161&type=chunk) [Defaults upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[161](index=161&type=chunk) [Mine Safety Disclosure](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This section is not applicable to the company - Not applicable[162](index=162&type=chunk) [Other Information](index=39&type=section&id=Item%205.%20Other%20Information) The company reported no other information for the period - None[162](index=162&type=chunk) [Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications and XBRL data files - The exhibits include certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Section 906 of the Sarbanes-Oxley Act, as well as XBRL data files[162](index=162&type=chunk)