ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the SEC, using a “shelf”
registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination of the securities
described in this prospectus in one or more offerings. The aggregate initial offering price of all securities sold under this prospectus
will not exceed $200,000,000.
This
prospectus provides certain general information about the securities that we may offer hereunder. Each time we sell securities, we will
provide a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. The
prospectus supplement will contain the specific information about the terms of the offering. In each prospectus supplement, we will include
the following information:
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the
number and type of securities that we propose to sell;
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the
public offering price;
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the
names of any underwriters, agents or dealers through or to which the securities will be sold;
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any
compensation of those underwriters, agents or dealers;
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any
additional risk factors applicable to the securities or our business and operations; and
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any
other material information about the offering and sale of the securities.
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In
addition, the prospectus supplement may also add, update or change the information contained or incorporated in this prospectus. The
prospectus supplement will supersede this prospectus to the extent it contains information that is different from, or that conflicts
with, the information contained or incorporated in this prospectus. You should read and consider all information contained in this prospectus
and any accompanying prospectus supplement in making your investment decision. You should also read and consider the information contained
in the documents identified under the heading “Incorporation of Certain Documents by Reference” and “Where You Can
Find More Information” in this prospectus.
PROSPECTUS SUMMARY
Overview
Future FinTech is a holding company incorporated under the laws of
the State of Florida. The Company historically 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 had transformed its business from fruit juice manufacturing and
distribution to a real-name blockchain based e-commerce platform and supply chain financing and service business. The main business of
the Company includes an online shopping platform, Chain Cloud Mall (“CCM”), which is based on blockchain technology; supply
chain financing and services; a blockchain-based application incubator; and technical service and support for blockchain based assets
and their operating entities; and the application and development of blockchain-based e-commerce technology and financial technology services.
The Company is also expanding into financial services. On August 6, 2021, the Company completed acquisition of 90% of the issued and outstanding
shares of Nice Talent Asset Management Limited (“NTAM”), a Hong Kong-based asset management company, from Joy Rich Enterprises
Limited (“Joy Rich”). NTAM is licensed under the Securities and Futures Commission of Hong Kong (“SFC”) to carry
out regulated activities in Type 4: Advising on Securities and Type 9: Asset Management. On September 1, 2021, FTFT UK Limited, a company
organized under the laws of United Kingdom and a wholly owned subsidiary of the Company entered into a Share Purchase Agreement with Rahim
Shah, a resident of United Kingdom (“Seller”) to acquire 100% of the issued and outstanding shares (the “Sale Shares”)
of Khyber Money Exchange Ltd., which is a money transfer company with a platform for transferring money through one of its agent locations
or via its online portal, mobile platform or over the phone. Khyber Money Exchange Ltd. is regulated by the UK Financial Conduct
Authority (FCA) and the parties are waiting for the approval by the FCA before formal closing of the transaction.
Our
VIE and certain subsidiaries of the Company are incorporated and operating in mainland China and they have received all required permissions
from Chinese authorities to operate their current business in China, including a Business licenses, Bank Account Open Permits and Value
Added Telecom Business License.
As
of the date of this prospectus, we, our subsidiaries and VIE in China are not subject to permission requirements from the China Securities
Regulatory Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or any other entity that is required
to approve of our VIE’s operations and have not received or were denied such permissions by any PRC authorities. Nevertheless,
the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made
available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities,
and the need to strengthen the supervision over overseas listings by Chinese companies. Given the current PRC regulatory environment,
it is uncertain when and whether we, our Chinese subsidiaries or VIE, might be required to obtain permission from the PRC government
to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded.
In
December 2019, a novel strain of coronavirus (COVID-19) was reported and has spread in China and other parts of the world. The Company’s
business and operations were negatively affected by the outbreak of COVID-19 in China. The Company’s promotion strategy of CCM
Shopping Mall previously mainly relied on the training of members and distributors through meetings and conferences. Although China has
already begun to recover from the outbreak of COVID-19, the Chinese government still put a restriction on large gatherings. These
restrictions made the promotion strategy for its online e-commerce platforms difficult to implement and the Company has experienced difficulties
to subscribe new members for its online e-commerce platforms. Due to the lack of new subscribers, in June 2021, the Company suspended
its cross-border e-commerce platform (NONOGIRL) which was officially launched in July 2020. Also, during the second quarter of 2021,
the Company has transformed its member-based business model of Chain Cloud Mall to sales agent based business model and began to provide supply chain financing and services for coal mines and power generation plants.
Chain
Cloud Mall adopts a “multi-vendor hosted stores + platform self-hosted stores” model. The platform supports various marketing
methods, including point rewards programs, coupons, live webcasts, game interaction, and social media sharing. Besides the blockchain-powered
features, CCM is also fully equipped with the same functions and services that other Chinese leading traditional e-commerce platforms
provide, however, its business and subscription of new members have been negatively impacted by the outbreak of COVID-19.
Based
on blockchain technology, CCM is established to transform the relationship between companies and consumers from traditional selling and
buying relationships to a value-sharing relationship. The platform will fairly distribute the benefit of the entire mall to users who
engaged in the promotion, development, and consumption based on their contributions to the platform. The users of CCM are not only consumers
and entrepreneurs but also participants, promoters and beneficiaries. The CCM shared shopping mall platform is designed to be a block-chain
based shopping mall for merchants and goods, not the exchange of digital currencies, and it currently only accepts payment from credit
cards, Alipay and WeChat.
Merchants
on the Chain Cloud Mall issue their own blockchain points and anti-counterfeiting QR codes. Every product comes with unique anti-counterfeiting
QR codes on the label. Customers collect the points issued by the merchants by scanning products with their mobile phones on the anti-counterfeiting
QR code. These QR codes are generated by blockchain system of Chain Cloud Mall and provided to merchants. The successful collection of
the merchant points confirms that the authentication of product from such enterprise. The Chain Cloud Mall records and provides Chain
Cloud Mall points to its customers upon a successful product referral, which can be used as credit when making purchases on CCM. It incentivizes
its customers to promote the platform and share the products with their social contacts, which in turn increases the sales through Chain
Cloud Mall and helps the Company generate greater value.
The
Company started its trial operation of NONOGIRL, a cross-border e-commerce platform, in March 2020 and formally launched it in July 2020.
The cross-border e-commerce platform aimed to build a new s2b2c (supplier to business and consumer) outsourcing sales platform dominated
by social media influencers. It was aimed at the growing female consumer market, with the ability to broadcast, short video, and all
forms communication through the platform. It could also create a sales oriented sharing ecosystem with other major social media used
by customers, etc. The Company’s promotion strategy previously mainly relied on the training of members and distributors through
meetings and conferences. Due to the outbreak of COVID-19, the Chinese government put a restriction on large gatherings. These restrictions
made the promotion strategy for our online e-commerce platforms difficult to implement and the Company has experienced difficulties to
subscribe new members for its online e-commerce platforms. Due to the lack of new subscribers, in June 2021, the Company suspended its
cross-border e-commerce platform (NONOGIRL). Also, during the second quarter of 2021, the Company has transformed its member-based business
model of Chain Cloud Mall to sales agent based business model and began to provide supply chain financing and services for coal mines
and power generation plants.
The
Company currently has seven direct wholly-owned subsidiaries: DigiPay FinTech Limited (“DigiPay”), a company incorporated
under the laws of the British Virgin Islands, Future FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong,
GlobalKey Shared Mall Limited, a company incorporated under the laws of Cayman Islands (“GlobalKey Shared Mall”), Tianjin
Future Private Equity Fund Management Partnership, a Limited Partnership under the laws of China, FTFT UK Limited, a company incorporated
under the laws of United Kingdom, Future Fintech Digital Capital Management, LLC, a company incorporated under the laws of Connecticut
and Future FinTech Labs Inc., a company incorporated under the laws of New York.
We
are a holding company incorporated in Florida. As a holding company with no material operations of our own, we conduct a substantial
majority of our operations through our subsidiaries and contractual arrangements with our VIE - E-Commerce Tianjin, based in China and
this structure involves unique risks to investors. Our shares of common stock offered in this prospectus are shares of our Florida holding
company, and we do not have any equity ownership of our VIE, instead we control and receive the economic benefits of our VIE’ business
operations through certain contractual arrangements, which are used to replicate foreign investment in Chinese-based companies where
Chinese law prohibits direct foreign investment in value added telecom/e-commerce business. Investors of our shares of common stock will
not own any equity interests in our VIE, but instead own shares of a Florida holding company. Chinese regulatory authorities could disallow
the VIE structure, which would likely result in a material change in our operations and/or value of our shares, including that it could
cause the value of shares to significantly decline or become worthless. See “Risk Factors – Risks Relating to Our Corporate
Structure.”
There
are legal and operational risks associated with being based in and having all our operations in China and Hong Kong. These risks could
result in a material change in our operations and/or the value of our common stock or could significantly limit or completely hinder
our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or
be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in
China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over
China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity
reviews, and expanding the efforts in anti-monopoly enforcement. On July 6, 2021, the General Office of the Communist Party of China
Central Committee and the General Office of the State Council jointly issued an announcement to crack down on illegal activities in the
securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental
authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based
companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. On July
10, 2021, the PRC State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yet
effective), which requires cyberspace operators with personal information of more than 1 million users who want to list abroad to file
a cybersecurity review with the Office of Cybersecurity Review. As of the date of this prospectus, these new laws and guidelines have
not impacted the Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange;
however, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which could materially and adversely
impact our business and financial outlook. See “Risk Factors - Risks Relating to doing business in China.”
Our
PRC operating entities receive a substantial part of our revenue in the RMB. Under our current corporate structure, to fund any cash
and financing requirements we may have, the Company may rely on dividend payments from its seven direct wholly-owned subsidiaries. Cloud
Chain Network and Technology (Tianjin) Co., Limited, formerly known as Chain Cloud Mall Network and Technology (Tianjin) Co., Limited
(“CCM Network”) will receives payment from E-Commerce Tianjin when it starts to generate profits, pursuant to the VIE Agreements.
Under
existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related
foreign exchange transactions, can be made in foreign currencies without prior approval from State Administration of Foreign Exchange
or the SAFE by complying with certain procedural requirements. Therefore, our Chinese subsidiaries are able to pay dividends in foreign
currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC
complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by our shareholders
or the ultimate shareholders of our corporate shareholders who are PRC residents. Approval from or registration with appropriate government
authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses
such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the
future to foreign currencies for current account transactions.
Current
PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined
in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside
at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered
capital. Each such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare
fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory
reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings
of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.
E-Commerce
Tianjin has not generated any net profit since the commencement of its operations, therefore it has not paid any amount to the Company
pursuant to the VIE agreements. As of the date of this prospectus, our subsidiaries have not made any dividends or distributions to the
holding company, and no dividends or distributions have been made by the Company. We intend to keep any future earnings to re-invest
in and finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future.
Our
Organizational Structure
The
Company’s organizational chart as of the date of this registration statement is as follows:
Contractual
Arrangements
Equity
Interest
Our VIE Contractual Arrangements
On
July 31, 2019, CCM Network, E-Commerce Tianjin, a limited liability company incorporated under the laws of the China, and Mr. Zeyao Xue
and Mr. Kai Xu, citizens of China and together 100% shareholders of E-Commerce Tianjin, entered into the following agreements, or collectively,
the “Variable Interest Entity Agreements” or “VIE Agreements,” pursuant to which CCM Network has contractual
rights to control and operate the business of E-commerce Tianjin (the “VIE”). Mr. Zeyao Xue is a major shareholder of the
Company and the son of Mr. Yongke Xue, the President of the Company. Mr. Kai Xu was the Chief Operating Officer of the Company and currently
is the Deputy General Manager of FT Commercial Group Ltd., a wholly owned subsidiary of the Company.
Pursuant
to Chinese law and regulations, a foreign owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses.
CCM Network is an indirectly wholly foreign owned enterprise of the Company (“WFOE”). In order to comply with Chinese law
and regulations, CCM Network agreed to provide E-Commerce Tianjin an Exclusive Operation and Use Rights Authorization to operate and
use the Chain Cloud Mall System owned by CCM Network.
The
following is a summary of the currently effective contractual arrangements relating to E-Commerce Tianjin.
Contractual Arrangements with Our Consolidated
Affiliated Entity and Its Respective Shareholders
Our
contractual arrangements with our VIE and its shareholders allow us to (i) exercise effective control over our VIE, (ii) receive substantially
all of the economic benefits of our VIE, and (iii) have an exclusive option to purchase all or part of the equity interests in our VIE
when and to the extent permitted by PRC law.
As
a result of the contractual arrangements with our VIE, we are regarded as the primary beneficiary of our VIE, and we treat the VIE and
its subsidiaries as our consolidated affiliated entities under U.S. GAAP. We have consolidated the financial results of our VIE in our
consolidated financial statements in accordance with U.S. GAAP.
Agreements that Allow us to Receive Economic Benefits from our
VIE
Exclusive Technology Consulting and Service
Agreement.
Pursuant
to the Exclusive Technology Consulting and Service Agreement, CCM Network agreed to act as the exclusive consultant of E-Commerce Tianjin
and provide technology consulting and services to E-Commerce Tianjin. In exchange, E-Commerce Tianjin agreed to pay CCM Network a technology
consulting and service fee, the amount of which is to be equivalent to the amount of net profit before tax of E-Commerce Tianjin, payable
on a quarterly basis after making up losses of previous years (if necessary) and deducting necessary costs and expenses related to the
business operations of E-Commerce Tianjin. Without the prior written consent of CCM Network, E-Commerce Tianjin may not accept the same
or similar technology consulting and services provided by any third party during the term of the agreement. All the benefits and interests
generated from the agreement, including but not limited to intellectual property rights, know-how and trade secrets, will be CCM Network’s
sole and exclusive property. This agreement has a term of 10 years and may be extended unilaterally by CCM Network with CCM Network’s
written confirmation prior to the expiration date. E-Commerce Tianjin cannot terminate the agreement early unless CCM Network commits
fraud, gross negligence or illegal acts, or becomes bankrupt or winds up.
Agreements that Provide us with Effective Control over our VIE
Exclusive Purchase Option Agreement and
Power of Attorney.
Pursuant
to the Exclusive Purchase Option Agreement, Mr. Zeyao Xue and Mr. Kai Xu granted to CCM Network and any party designated by CCM Network
the exclusive right to purchase, at any time during the term of this agreement, all or part of the equity interests in E-Commerce Tianjin,
or the “Equity Interests,” at a purchase price equal to the registered capital paid by Mr. Zeyao Xue and Mr. Kai Xu for the
Equity Interests, or, in the event that applicable law requires an appraisal of the Equity Interests, the lowest price permitted under
applicable law. Pursuant to powers of attorney executed by Mr. Zeyao Xue and Mr. Kai Xu, they irrevocably authorized any person appointed
by CCM Network to exercise all shareholder rights, including but not limited to voting on their behalf on all matters requiring approval
of E-Commerce Tianjin’s shareholder, disposing of all or part of the shareholder’s equity interest in E-Commerce Tianjin,
and electing, appointing or removing directors and executive officers. The person designated by CCM Network is entitled to dispose of
dividends and profits on the equity interest without reliance on any oral or written instructions of Mr. Zeyao Xue and Mr. Kai Xu. The
powers of attorney will remain in force for so long as Mr. Zeyao Xue and Mr. Kai Xu remain the shareholders of E-Commerce Tianjin. Mr.
Zeyao Xue and Mr. Kai Xu have waived all the rights which have been authorized to CCM Network’s designated person under the powers
of attorney.
Equity Pledge Agreement.
Pursuant
to the Equity Pledge Agreements, Mr. Zeyao Xue and Mr. Kai Xu pledged all of the Equity Interests to CCM Network to secure the full and
complete performance of the obligations and liabilities on the part of E-Commerce Tianjin and them under this and the above contractual
arrangements. If E-Commerce Tianjin, Mr. Zeyao Xue, or Mr. Kai Xu breaches their contractual obligations under these agreements, then
CCM Network, as pledgee, will have the right to dispose of the pledged equity interests. Mr. Zeyao Xue and Mr. Kai Xu agree that, during
the term of the Equity Pledge Agreements, they will not dispose of the pledged equity interests or create or allow any encumbrance on
the pledged equity interests, and they also agree that CCM Network’s rights relating to the equity pledge should not be interfered
with or impaired by the legal actions of the shareholders of E-Commerce Tianjin, their successors or designees. During the term of the
equity pledge, CCM Network has the right to receive all of the dividends and profits distributed on the pledged equity. The Equity Pledge
Agreements will terminate on the second anniversary of the date when E-Commerce Tianjin, Mr. Zeyao Xue and Mr. Kai Xu have completed all
their obligations under the contractual agreements described above.
Spousal Consent Letters. The
spouse of Mr. Kai Xu (Mr. Zeyao Xue is not married), the shareholder of E-Commerce Tianjin has signed a spousal consent letter agreeing
that the equity interests in E-Commerce Tianjin held by and registered under the name of such shareholder will be disposed pursuant to
the contractual agreements with CCM Network. The spouse of such shareholder agreed not to assert any rights over the equity interest in
E-Commerce Tianjin held by such shareholder.
Because
we do not hold equity interests in our VIE, we are subject to risks due to the uncertainty of the interpretation and application of the
PRC laws and regulations, including but not limited to regulatory review of oversea listing of PRC companies through a special purpose
vehicle, and the validity and enforcement of the contractual arrangement with our VIE. We are also subject to the risks of the uncertainty
that the PRC government could disallow our VIE structure, which would likely result in a material change in our operations, or a complete
hindrance of our ability to offer or continue to offer our securities to investors, and the value of our shares may depreciate significantly.
The contractual arrangements are less effective than direct ownership due to the inherent risks of the VIE structure and that we, as
a Florida holding company, may have difficulty in enforcing any rights we may have under the VIE agreements with the VIE, its shareholders,
in PRC because all of our VIE agreements are governed by the PRC laws and provide for the resolution of disputes through arbitration
in the PRC, where legal environment is not as developed as in the United States, and where the Chinese government has significant oversight
and discretion over the conduct of our business and may intervene or influence our operations at any time, which could result in a material
change in our operations and/or the value of our shares of common stock. The legal environment in the PRC is not as developed as in the
United States. As a result, uncertainties in the PRC legal system could further limit our ability to enforce the VIE agreements, through
arbitration, litigation, and other legal proceedings remain in the PRC, which could limit our ability to enforce the VIE agreements and
exert effective control over E-Commerce Tianjin and its shareholders. Furthermore, these VIE agreements may not be enforceable in China
if PRC government authorities or courts take a view that such VIE agreements contravene PRC laws and regulations or are otherwise not
enforceable for public policy reasons. In the event we are unable to enforce these VIE agreements, we may not be able to exert effective
control over our VIE, and our ability to conduct our business may be materially and adversely affected. See “Risk Factors —
Risks Relating to Our Corporate Structure”, and “Risk Factors — Risks Relating to Doing Business in China”
for more information.
Impact
of COVID-19 on our Business
In December
2019, a novel strain of coronavirus was reported and has spread throughout China and other parts of the world. On March 11, 2020, the
World Health Organization characterized the outbreak as a “pandemic”. In early 2020, Chinese government took emergency
measures to combat the spread of the virus, including quarantines, travel restrictions, and the temporary closure of office buildings
and facilities in China. In response to the evolving dynamics related to the COVID-19 outbreak, the Company is following the guidelines
of local authorities as it prioritizes the health and safety of its employees, contractors, suppliers and business partners. Our offices
in China were closed and all of the Company’s employees worked from home at the end of January until late March 2020. The quarantines,
travel restrictions, and the temporary closure of office buildings have negatively impacted our business. Our suppliers were negatively
affected, and could continue to be negatively affected in their ability to supply and ship products to our customers in case of any resurgence
of COVID-19. Our customers that have been negatively impacted by the outbreak of COVID-19 may reduce their budgets to purchase products
and services from us, which may materially adversely impact our revenue. The business operations of the third parties’ stores on
our e-commerce platform have been and could continue to be negatively impacted by the outbreak, which may in turn adversely affect the
business of our platform as a whole as well as our financial condition and operating results. The outbreak has had and might continue
to have disruption to our supply chain, logistics providers, customers or our marketing activities in case of any resurgence of COVID-19,
which could materially adversely impact our business and results of operations. Some of our customers, contractors, suppliers and other
business partners are small and medium-sized enterprises (SMEs), which may not have strong cash flows or be well capitalized, and may
be vulnerable to an epidemic outbreak and slowing macroeconomic conditions. If the SMEs that we work with cannot weather the COVID-19
and the resulting economic impact, or cannot resume business as usual after a prolonged outbreak, our revenues and business operations
may be materially and adversely impacted. The Company’s promotion strategy of CCM Shopping Mall previously mainly relied on the
training of members and distributors through meetings and conferences. Although China has already begun to recover from the outbreak of
COVID-19, the Chinese government still put a restriction on large gatherings. These restrictions made the promotion strategy for
our online e-commerce platforms difficult to implement and the Company has experienced difficulties to subscribe new members for its online
e-commerce platforms. Due to the lack of new subscribers, in June 2021, the Company suspended its cross-border e-commerce platform
NONOGIRL. Also, during the second quarter of 2021, the Company has transformed its member-based business model of Chain Cloud Mall to
sales agent based business model and began to provide supply chain financing and services for coal mines and power generation plants.
The
global economy has also been materially negatively affected by the COVID-19 and there is continued severe uncertainty about the duration
and intensity of its impacts. The Chinese and global growth forecast is extremely uncertain, which would seriously affect customer spending
on our online shopping malls.
While
the potential economic impact brought by, and the duration of COVID-19 and its new variants may be difficult to assess or predict, a
widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which
could negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 and its new
variants could materially affect our business and the value of our common stock.
Further,
as we do not have access to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing
in the future in the event that we require additional capital. We currently believe that our financial resources will be adequate to
see us through the outbreak. However, in the event that we do need to raise capital in the future, outbreak-related instability in the
securities markets could adversely affect our ability to raise additional capital.
Consequently,
our results of operations have been materially and adversely affected by COVID-19 pandemic. Any potential further impact to our results
will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the
COVID-19, new variants of COVID-19, the efficacy and distribution of COVID-19 vaccines and the actions taken by government authorities
and other entities to contain the COVID-19 or treat its impact, almost all of which are beyond our control.
Summary of Risk Factors
We
are a holding company incorporated in the state of Florida, investing in our shares of common stock involves significant risks. All of
our revenues were generated by our operating entities, including our subsidiaries and our VIE. You should carefully consider all of the
information in this prospectus before making an investment in our shares. Below please find a summary of the principal risks we face,
organized under relevant headings. These risks are discussed more fully in the section titled “Risk factors.”
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Changes
in China’s economic, political or social conditions or government policies could have
a material adverse effect on our business and results of operations.
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Uncertainties
and quick change in the interpretation and enforcement of Chinese laws and regulations with
little advance notice could result in a material and negative impact our business operations,
decrease the value of our ordinary shares and limit the legal protections available to us.
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The
Chinese government exerts substantial influence over the manner in which we must conduct
our business as well as more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers, and may intervene or influence our operations
at any time, which could result in a material change in our operations, and significantly
limit or completely hinder our ability to offer or continue to offer securities to investors
and, and cause the value of our ordinary shares to significantly decline or be worthless.
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If
we fail to protect our intellectual property rights or prevent the misappropriation of our
intellectual property rights, we may lose our competitive edge and our brand, reputation
and operations may be materially and adversely affected.
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There
are uncertainties under the PRC Securities Law relating to the procedures and requisite timing
for the U.S. securities regulatory agencies to conduct investigations and collect evidence
within the territory of the PRC.
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Under
the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise”
for PRC enterprise income tax purposes. Such classification would likely result in unfavorable
tax consequences to us and our non-PRC shareholders and have a material adverse effect on
our results of operations and the value of your investment.
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Our
VIE Agreements with E-Commerce Tianjin and its shareholders are governed by the laws of the
PRC and we may have difficulty in enforcing any rights we may have under the VIE Agreements.
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Any
failure by our consolidated VIE or its shareholders to perform their obligations under our
contractual arrangements with them would have a material adverse effect on our business.
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The
shareholders of our consolidated VIE may have potential conflicts of interest with us, which
may materially and adversely affect our business and financial condition.
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If
the PRC government deems that the contractual arrangements in relation to our consolidated
variable interest entity do not comply with PRC regulatory restrictions on foreign investment
in the relevant industries, or if these regulations or the interpretation of existing regulations
change in the future, we could be subject to severe penalties or be forced to relinquish
our interests in those operations.
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Our
contractual arrangements with our consolidated affiliated entity may not be as effective
in providing operational control as direct ownership.
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Future
sales or other dilution of our equity could depress the market price of our Common Stock.
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Our
management will have broad discretion over the use of the proceeds we receive from the sale
of our securities pursuant to this prospectus and might not apply the proceeds in ways that
increase the value of your investment.
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We
may be deemed as an investment company, which could result in us being required to register
as an investment company under the Investment Company Act of 1940 (the “1940 Act”)
and becoming subject to the registration and other requirements of the 1940 Act.
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Corporate
Information
Our
principal executive office is located at Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY 10036, tel. 888-622-1218.
Our registered agent in the United States is Unisearch, Inc., 155 Office Plaza Drive, Tallahassee, FL 32301, (800) 722-0708. Our website
address is https://www.ftft.com/. Information contained on our website is not incorporated by reference into this prospectus and you
should not consider information on our website to be part of this prospectus.
Selected Condensed Consolidated Financial
Schedule of Future FinTech and VIE
The following tables present
selected condensed consolidated financial data of Parent, Subsidiaries, PRC and Hong Kong subsidiaries, and VIE to distinguish between
entities outside and inside of China and Hong Kong, include eliminating adjustments. for the fiscal years ended December 31, 2020 and
2019, and balance sheet data as of December 31, 2020 and 2019, which have been derived from our audited consolidated financial statements
for those periods.
Annotated:
Parent – Future
FinTech Group Inc.
Subsidiaries- direct
wholly-owned subsidiaries
PRC and Hong Kong
subsidiaries- divide it by region
VIE- E-Commerce Tianjin
SELECTED CONDENSED CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
|
|
For the year ended
Dec 31
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
parent
|
|
|
subsidiaries
|
|
|
PRC
|
|
|
Hong Kong
subsidiaries
|
|
|
VIE
|
|
|
eliminations
|
|
|
Consolidated
Total
|
|
Revenues
|
|
|
0
|
|
|
|
0
|
|
|
|
189,964
|
|
|
|
0
|
|
|
|
181,526
|
|
|
|
(833
|
)
|
|
|
370,657
|
|
Net Income (Loss)
|
|
|
11,750,075
|
|
|
|
12,410,399
|
|
|
|
42,430,418
|
|
|
|
22,517,221
|
|
|
|
(177,802
|
)
|
|
|
0
|
|
|
|
88,930,311
|
|
Comprehensive Income (Loss)
|
|
|
11,750,075
|
|
|
|
12,410,399
|
|
|
|
28,763,051
|
|
|
|
22,517,221
|
|
|
|
102,143
|
|
|
|
0
|
|
|
|
75,542,889
|
|
|
|
For the year ended
Dec 31
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
parent
|
|
|
subsidiaries
|
|
|
PRC
|
|
|
Hong Kong
subsidiaries
|
|
|
VIE
|
|
|
eliminations
|
|
|
Consolidated
Total
|
|
Revenues
|
|
|
0
|
|
|
|
0
|
|
|
|
1,031,974
|
|
|
|
0
|
|
|
|
220,164
|
|
|
|
(310,932
|
)
|
|
|
941,117
|
|
Net Income (Loss)
|
|
|
2,240,462
|
|
|
|
2,762,909
|
|
|
|
(32,016,858
|
)
|
|
|
38,973
|
|
|
|
(99,731
|
)
|
|
|
0
|
|
|
|
(27,074,245
|
)
|
Comprehensive Income (Loss)
|
|
|
0
|
|
|
|
0
|
|
|
|
(9,932,504
|
)
|
|
|
38,973
|
|
|
|
(233,128
|
)
|
|
|
0
|
|
|
|
(5,123,288
|
)
|
SELECTED CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
As of Dec 31 2020
|
|
|
|
parent
|
|
|
subsidiaries
|
|
|
PRC
|
|
|
Hong Kong
subsidiaries
|
|
|
VIE
|
|
|
eliminations
|
|
|
Consolidated
Total
|
|
Cash
|
|
|
7,338,516
|
|
|
|
1,765
|
|
|
|
2,436,497
|
|
|
|
504
|
|
|
|
10,759
|
|
|
|
0
|
|
|
|
9,788,041
|
|
TOTAL CURRENT ASSETS
|
|
|
7,353,516
|
|
|
|
5,765
|
|
|
|
8,166,408
|
|
|
|
504
|
|
|
|
30,254
|
|
|
|
(36,579
|
)
|
|
|
15,519,869
|
|
TOTAL NON CURRENT ASSETS
|
|
|
101,097,836
|
|
|
|
153,259
|
|
|
|
5,957,658
|
|
|
|
22,010,542
|
|
|
|
274,834
|
|
|
|
(129,082,286
|
)
|
|
|
411,843
|
|
TOTAL ASSETS
|
|
|
108,451,352
|
|
|
|
159,024
|
|
|
|
14,124,066
|
|
|
|
22,011,046
|
|
|
|
305,088
|
|
|
|
(129,118,865
|
)
|
|
|
15,931,712
|
|
TOTAL LIABILITIES
|
|
|
2,032,810
|
|
|
|
15,182,391
|
|
|
|
76,580,789
|
|
|
|
44,581,295
|
|
|
|
598,488
|
|
|
|
(131,775,202
|
)
|
|
|
7,200,571
|
|
TOTAL STOCKHOLDERS' EQUITY
|
|
|
106,418,542
|
|
|
|
(15,023,367
|
)
|
|
|
(62,456,723
|
)
|
|
|
(22,570,248
|
)
|
|
|
(293,400
|
)
|
|
|
2,656,337
|
|
|
|
8,731,141
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
108,451,352
|
|
|
|
159,024
|
|
|
|
14,124,066
|
|
|
|
22,011,046
|
|
|
|
305,088
|
|
|
|
(129,118,865
|
)
|
|
|
15,931,712
|
|
|
|
As of Dec 31 2019
|
|
|
|
parent
|
|
|
subsidiaries
|
|
|
PRC
|
|
|
Hong Kong
subsidiaries
|
|
|
VIE
|
|
|
eliminations
|
|
|
Consolidated
Total
|
|
Cash
|
|
|
0
|
|
|
|
0
|
|
|
|
4,557
|
|
|
|
183,222
|
|
|
|
3,088
|
|
|
|
0
|
|
|
|
190,867
|
|
TOTAL CURRENT ASSETS
|
|
|
0
|
|
|
|
0
|
|
|
|
100,137,429
|
|
|
|
183,222
|
|
|
|
13,766
|
|
|
|
0
|
|
|
|
100,334,417
|
|
TOTAL NON CURRENT ASSETS
|
|
|
96,744,240
|
|
|
|
12,250,000
|
|
|
|
7,474,724
|
|
|
|
3,272,285
|
|
|
|
222,524
|
|
|
|
(104,317,620
|
)
|
|
|
15,646,153
|
|
TOTAL ASSETS
|
|
|
96,744,240
|
|
|
|
12,250,000
|
|
|
|
107,612,153
|
|
|
|
3,455,507
|
|
|
|
236,290
|
|
|
|
(104,317,620
|
)
|
|
|
115,980,570
|
|
TOTAL LIABILITIES
|
|
|
4,491,757
|
|
|
|
15,016,227
|
|
|
|
266,344,253
|
|
|
|
3,508,535
|
|
|
|
334,910
|
|
|
|
(85,637,906
|
)
|
|
|
204,057,776
|
|
TOTAL STOCKHOLDERS' EQUITY
|
|
|
92,252,482
|
|
|
|
(2,766,227
|
)
|
|
|
(158,732,099
|
)
|
|
|
(53,027
|
)
|
|
|
(98,620
|
)
|
|
|
(18,679,714
|
)
|
|
|
(88,077,206
|
)
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
96,744,240
|
|
|
|
12,250,000
|
|
|
|
107,612,153
|
|
|
|
3,455,507
|
|
|
|
236,290
|
|
|
|
(104,317,620
|
)
|
|
|
115,980,570
|
|
SELECTED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
For the year ended Dec 31 2020
|
|
|
|
parent
|
|
|
subsidiaries
|
|
|
PRC
|
|
|
Hong Kong
subsidiaries
|
|
|
VIE
|
|
|
eliminations
|
|
|
Consolidated
Total
|
|
Net cash provided by (used in) operating activities
|
|
|
6,790,584
|
|
|
|
1,765
|
|
|
|
(8,633,296
|
)
|
|
|
(182,718
|
)
|
|
|
(250,945
|
)
|
|
|
0
|
|
|
|
(2,274,610
|
)
|
Net Cash Used in Investing Activities
|
|
|
0
|
|
|
|
0
|
|
|
|
(5,273,784
|
)
|
|
|
0
|
|
|
|
(297
|
)
|
|
|
0
|
|
|
|
(5,274,081
|
)
|
Net Cash Provided by Financing Activities
|
|
|
547,931
|
|
|
|
0
|
|
|
|
16,651,022
|
|
|
|
0
|
|
|
|
(21,079
|
)
|
|
|
0
|
|
|
|
17,177,874
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended Dec 31 2019
|
|
|
|
parent
|
|
|
subsidiaries
|
|
|
PRC
|
|
|
Hong Kong
subsidiaries
|
|
|
VIE
|
|
|
eliminations
|
|
|
Consolidated
Total
|
|
Net cash provided by (used in) operating activities
|
|
|
(957,990
|
)
|
|
|
0
|
|
|
|
(9,495,682
|
)
|
|
|
179,068
|
|
|
|
133,770
|
|
|
|
0
|
|
|
|
(10,140,834
|
)
|
Net Cash Used in Investing Activities
|
|
|
0
|
|
|
|
0
|
|
|
|
(46,195
|
)
|
|
|
0
|
|
|
|
(1,814
|
)
|
|
|
0
|
|
|
|
(48,009
|
)
|
Net Cash Provided by Financing Activities
|
|
|
957,990
|
|
|
|
0
|
|
|
|
2,262,590
|
|
|
|
0
|
|
|
|
4,531
|
|
|
|
0
|
|
|
|
3,225,111
|
|
The balance between our VIE and the subsidiaries of the Company
as follows:
|
|
As of Dec 31 2020
|
|
|
|
Subsidiaries
|
|
Other receivable
|
|
|
273,538
|
|
Other payable
|
|
|
(416,117
|
)
|
Prepayment
|
|
|
-
|
|
Customer deposit
|
|
|
(19,837
|
)
|
|
|
As of Dec 31 2019
|
|
|
|
Subsidiaries
|
|
Other receivable
|
|
|
255,374
|
|
Other payable
|
|
|
(84,936
|
)
|
Prepayment
|
|
|
(35,930
|
)
|
Customer deposit
|
|
|
-
|
|
The
Offering
Issuer
|
Future
FinTech Group, Inc.
|
|
|
Securities
We May Offer
|
We
may offer up to $200,000,000 in aggregate amount of our common stock and preferred stock, warrants, either individually or in units.
|
|
|
Use
of Proceeds
|
We
will use the net proceeds from the sale of our securities for general corporate purposes.
|
|
|
Risk
Factors
|
See
“Risk Factors” on page 12 and other information we include or incorporate by reference
in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.
|
|
|
NASDAQ
Capital Market Symbol
|
FTFT
|
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider the
risk factors set forth below, under the caption “Risk Factors” in any applicable prospectus supplement and under the caption
“Risk Factors” in our most recent annual report on Form 10-K and our subsequent quarterly reports on Form 10-Q, which are
incorporated by reference in this prospectus, as well as in any applicable prospectus supplement, as updated by our subsequent filings
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These
risks could materially affect our business, results of operation or financial condition and affect the value of our securities. Additional
risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial condition
and could result in a complete loss of your investment. You could lose all or part of your investment. For more information, see “Where
You Can Find More Information.”
Risks Relating to Doing Business in China
Changes in China’s economic, political
or social conditions or government policies could have a material adverse effect on our business and results of operations.
A substantial of the Company’s operations
are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by
the political, economic, and legal environments in the PRC, in addition to the general state of the PRC economy. The Company’s
results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies
with respect to laws and regulations, cybersecurity, anti-monopoly, anti-inflationary measures, currency conversion and remittance abroad,
VIE structures, and rates and methods of taxation, among other things, and such change of rules and policies can happen quickly with
little advance notice.
A substantial of the Company’s sales,
purchases and expense transactions are in RMB. The RMB is not freely convertible into foreign currencies under the current law. In China,
foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by
the People’s Bank of China, the central bank of China. Remittances in currencies other than RMB may require certain supporting
documentation in order to affect the remittance.
The Chinese economy differs from the economies
of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control
of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization
of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate
governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition,
the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese
government also exercises significant control over China’s economic growth through allocating resources, controlling payment of
foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.
While the Chinese economy has experienced
significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese
government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures
may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations
may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the
Chinese government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These
measures may cause decreased economic activity in China, and since 2012, China’s economic growth has slowed down. Any prolonged
slowdown in the Chinese economy may reduce the demand for our products and services and materially and adversely affect our business
and results of operations.
Furthermore, we and our China based operating
entities, as well as our investors, face uncertainty about future actions by the Chinese government that could significantly affect our
financial performance and operations, including the enforceability of our VIE contractual arrangements. If future laws, administrative
regulations or provisions mandate further actions to be taken by companies with respect to existing VIE contractual arrangements, we
may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and
appropriate measures to adapt to any of these or similar regulatory compliance challenges could materially and adversely affect our current
corporate structure and business operations.
Uncertainties and quick change in the
interpretation and enforcement of Chinese laws and regulations with little advance notice could result in a material and negative impact
our business operations, decrease the value of our shares of common stock and limit the legal protections available to us.
The PRC legal system is based on written statutes,
and prior court decisions have limited value as precedents. Since these laws and regulations are relatively new and the PRC legal system
continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these
laws, regulations and rules involves uncertainties. The enforcement of laws and that rules and regulations in China can change quickly
with little advance notice and the risk that the Chinese government may intervene or influence our operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China- based issuers, could result in a material change in
our operations and/or the value of our shares of common stock.
On July 6, 2021, the General Office of the
Communist Party of China Central Committee and the General Office of the State Council jointly issued an announcement to crack down on
illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things,
requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance
supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the
PRC securities laws. Since this announcement is relatively new, uncertainties still exist in relation to how soon legislative or administrative
regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will
be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on companies like us
and our shares of common stock.
On July 10, 2021, the PRC State
Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yet effective), which requires
cyberspace operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with
the Office of Cybersecurity Review. According to Article.2 of the Draft, cyberspace operators are critical information infrastructure
operators and data processor conducting any data processing activities. As confirmed by our PRC counsel, we are currently not subject
to cybersecurity review with the Cyberspace Administration of China (“CAC”) if the draft measures become effective as they
are published, because our VIE E-Commerce Tianjin is not a cyberspace operator with personal information of more than 1 million users.
Nevertheless, the aforementioned draft measures and any related implementation rules to be enacted may subject us to additional compliance
requirement in the future.
We cannot rule out the possibility that
the PRC government will institute a licensing regime or pre-approval requirement covering our industry at some point in the future. If
such a licensing regime or approval requirement were introduced, we cannot assure you that we would be able to obtain any newly required
license in a timely manner, or at all, which could materially and adversely affect our business and impede our ability to continue our
operations.
From time to time, we may have to resort to
administrative and court proceedings to enforce our legal rights. Since PRC administrative and court authorities have significant discretion
in interpreting and implementing statutory and contractual terms, however, it may be more difficult to evaluate the outcome of administrative
and court proceedings and the level of legal protection we enjoy in the PRC legal system than in more developed legal systems. Furthermore,
the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or
at all) that may have retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime
after the violation. Such uncertainties, including uncertainties over the scope and effect of our contractual, property (including intellectual
property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely
affect our business and impede our ability to continue our operations.
The Chinese government exerts substantial
influence over the manner in which we must conduct our business as well as more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers, and may intervene or influence our operations at any time, which could result
in a material change in our operations, and significantly limit or completely hinder our ability to offer or continue to offer securities
to investors and, and cause the value of our shares of common stock to significantly decline or be worthless.
The Chinese government has exercised and continues
to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability
to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations,
land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations
or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance
with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support
recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic
policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest
ourselves of any interest we then hold in Chinese properties.
As such, our business is subject to various
government and regulatory interferences. We could be subject to regulation by various political and regulatory entities, including various
local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and
newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly,
by existing or future laws and regulations relating to its business or industry, which could result in a material change in our operation
and the value of our shares of common stock.
Furthermore, given recent statements by the
Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas, although we are
currently not required to obtain permission from any of the PRC federal or local government and has not received any denial to list on
the U.S. exchange, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S.
exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded, which could significantly
limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of our shares to
significantly decline or be worthless.
If we fail to protect our intellectual
property rights or prevent the misappropriation of our intellectual property rights, we may lose our competitive edge and our brand,
reputation and operations may be materially and adversely affected.
Unauthorized use of any of our intellectual
property may adversely affect our business and reputation. We rely on a combination of trademark, coyright and trade secret laws to protect
our intellectual property rights. Nevertheless, third parties may obtain and use our intellectual property without due authorization.
The practice of intellectual property rights enforcement action by the PRC regulatory authorities is in its early stage of development
and is subject to significant uncertainty. We may also need to resort to litigation and other legal proceedings to enforce our intellectual
property rights. Any such action, litigation or other legal proceedings could result in substantial costs diversion of our management’s
attention and resources and could disrupt our business. In addition, there is no assurance that we will be able to enforce our intellectual
property rights effectively or otherwise prevent others from using our intellectual property without authorization. Failure to adequately
protect our intellectual property could materially and adversely affect our brand name and reputation, and our business, financial condition
and results of operations. We may face disputes from time to time relating to the intellectual property rights of third parties. We cannot
assure you that materials, contents and software used in our business and platforms do not or will not infringe the intellectual property
rights of third parties. As of the date of this prospectus, we did not encounter any material claim for intellectual property infringement.
However, we cannot assure you that in the future third parties will not claim that we have infringed their proprietary rights. Although
we plan to defend ourselves vigorously in any such litigation or legal proceedings, there is no assurance that we will prevail in these
matters. Participation in such litigation and legal proceedings may also cause us to incur substantial expenses and divert the time and
attention of our management. We may be required to pay damages or incur settlement expenses. In addition, in case we are required to
pay any royalties or enter into any licensing agreements with the owners of intellectual property rights, we may find that the terms
are not commercially acceptable and we may lose the ability to use the related content or materials, which in turn could materially and
adversely affect our educational programs and our operations. Any similar claim against us, even without any merit, could also hurt our
reputation and brand image. Any such event could have a material and adverse effect on our business, financial condition and results
of operations.
There
are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies
to conduct investigations and collect evidence within the territory of the PRC.
On December
28, 2019, the newly amended Securities Law of the PRC (the “PRC Securities Law”) was promulgated, which became effective
on March 1, 2020. According to Article 177 of the PRC Securities Law (“Article 177”), the securities
regulatory authority of the State Council may establish a regulatory cooperation mechanism with securities regulatory authorities of
another country or region for the implementation of cross-border supervision and administration. Article 177 further provides
that overseas securities regulatory authorities shall not engage in activities pertaining
to investigations or evidence collection directly conducted within the territories of the PRC, and that no Chinese entities or individuals
shall provide documents and information in connection with securities business activities to any organizations and/or persons aboard
without the prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council.
As advised
by our PRC counsel, Article 177 is only applicable where the activities
of overseas authorities constitute a direct investigation or evidence collection by such authorities within the territory of the PRC.
A substantial of our business operation is conducted in the PRC. In the event that the U.S. securities regulatory agencies carry out
an investigation on us such as an enforcement action by the Department of Justice, the SEC or other authorities, such agencies’
activities will constitute conducting an investigation or collecting evidence directly within the territory of the PRC and accordingly
fall within the scope of Article 177. In that case, the U.S. securities regulatory
agencies may have to consider establishing cross-border cooperation with the securities regulatory authority of the PRC by way of judicial
assistance, diplomatic channels or establishing a regulatory cooperation mechanism with the securities regulatory authority of the PRC.
However, there is no assurance that the U.S. securities regulatory agencies will succeed in establishing such cross-border cooperation
in this particular case and/or establish such cooperation in a timely manner.
Furthermore, as Article 177 is
a recently promulgated provision and, as the date of this prospectus, there have not been implementing rules or regulations regarding
the application of Article 177, it remains unclear as to how it will be interpreted, implemented or applied by the Chinese
Securities Regulatory Commission or other relevant government authorities. As such, there are uncertainties as to the procedures and
requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the
PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, there exists a risk that they may determine
to suspend or de-register our registration with the SEC and may also delist our securities from Nasdaq or other applicable trading market
within the US.
Under the PRC Enterprise Income Tax
Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would
likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of
operations and the value of your investment.
Under the PRC Enterprise Income Tax
Law, or the “EIT Law,” that became effective in January 2008, an enterprise established outside the PRC with “de
facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes
and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation rules to the EIT
Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing
and business operations, personnel and human resources, finances, and properties of an enterprise. In addition, a circular, known as
SAT Circular 82, issued in April 2009 by the State Administration of Taxation, or the “SAT,” specifies that certain offshore
incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the
following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production,
operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes
of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights. Further
to SAT Circular 82, the SAT issued a bulletin, known as SAT Bulletin 45, which took effect in September 2011, to provide more guidance
on the implementation of SAT Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore
incorporated resident enterprises.” SAT Bulletin 45 provides procedures and administrative details for the determination of resident
status and administration on post-determination matters. Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises
controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining
criteria set forth in SAT Circular 82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto management
body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled
by PRC enterprises, PRC enterprise groups, or by PRC or foreign individuals.
If the PRC tax authorities determine that
the actual management organ of Future FinTech Group Inc. is within the territory of China, it may be deemed to be a PRC resident enterprise
for PRC enterprise income tax purposes and a number of unfavorable PRC tax consequences could follow. First, we will be subject to the
uniform 25% enterprise income tax on our world-wide income, which could materially reduce our net income. In addition, we will also be
subject to PRC enterprise income tax reporting obligations. Finally, dividends payable by us to our investors and gains on the sale of
our shares may become subject to PRC withholding tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC
individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources.
It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country
of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your
investment in our shares. Although up to the date of this prospectus, Future FinTech Group Inc. has not been notified or informed by
the PRC tax authorities that it has been deemed to be a resident enterprise for the purpose of the EIT Law, we cannot assure you that
it will not be deemed to be a resident enterprise in the future.
Our VIE Agreements with E-Commerce Tianjin
and its shareholders are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under the VIE
Agreements.
As our VIE agreements with E-Commerce Tianjin
and its shareholders are governed by PRC laws and provide for the resolution of disputes through arbitration in the PRC, they would be
interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. Disputes arising from
the VIE agreements between us and E-Commerce Tianjin and its shareholders, respectively, will be resolved through arbitration in the
PRC, although these disputes do not include claims arising under the United States federal securities law and thus do not prevent you
from pursuing claims under the United States federal securities law. The legal environment in the PRC is not as developed as in the United
States. As a result, uncertainties in the PRC legal system could further limit our ability to enforce the VIE agreements, through arbitration,
litigation, and other legal proceedings remain in the PRC, which could limit our ability to enforce the VIE agreements and exert effective
control over E-Commerce Tianjin and its shareholders. Furthermore, these contracts may not be enforceable in the PRC if the PRC government
authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public
policy reasons. In the event we are unable to enforce the VIE agreements, we may not be able to exert effective control over E-Commerce
Tianjin, and our ability to conduct our business may be materially and adversely affected.
Any failure by our consolidated VIE
or its shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on
our business.
If our consolidated VIE or its shareholders
fail to perform their respective obligations under the contractual arrangements or if any physical instruments, such as chops and seals
of our VIE, are used without our authorization to enter into contractual arrangements in China, we may have to incur substantial costs
and expend additional resources to seek legal remedies under PRC laws including specific performance or injunctive relief, and/or claiming
damages, which we cannot assure you will be effective under PRC laws. For example, if the shareholders of our VIE was to refuse to transfer
their equity interest in the VIE to us or our designee if we exercise the purchase option pursuant to these contractual arrangements,
or if they were otherwise to act in bad faith toward us, then we may have to take legal action to compel them to perform their contractual
obligations.
All of the agreements under our contractual
arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts
would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal
system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC
legal system could limit our ability to enforce these contractual arrangements. Meanwhile, there are very few precedents and little formal
guidance as to how contractual arrangements in the context of a consolidated variable interest entity should be interpreted or enforced
under PRC laws. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become
necessary. In addition, under PRC laws, rulings by arbitrators are final and parties cannot appeal arbitration results in court unless
such rulings are revoked or determined unenforceable by a competent court. If the losing parties fail to carry out the arbitration awards
within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award
recognition proceedings, which would require additional expenses and delay. In the event that we are unable to enforce these contractual
arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may
not be able to exert effective control over our consolidated variable interest entity, and our ability to conduct our business may be
negatively affected.
The shareholders of our consolidated
VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.
100% percent of the equity interests of E-Commerce
Tianjin are held by Zeyao Xue and Kai Xu. Their interests in E-Commerce Tianjin may differ from the interests of our company as a whole.
These shareholders may breach, or cause our consolidated variable interest entity to breach, the existing contractual arrangements we
have with them and our consolidated variable interest entity, which would have a material adverse effect on our ability to effectively
control our consolidated variable interest entity and receive economic benefits from it. For example, the shareholders may be able to
cause our agreements with E-Commerce Tianjin to be performed in a manner adverse to us by, among other things, failing to remit payments
due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise, any or all
of these shareholders will act in the best interests of our Company or such conflicts will be resolved in our favor.
Currently, we do not have any arrangements
to address potential conflicts of interest between these shareholders and our company, except that we could exercise our purchase option
under the exclusive option agreements with these shareholders to request them to transfer all of their equity interests in E-Commerce
Tianjin to a PRC entity or individual designated by us, to the extent permitted by PRC laws. If we cannot resolve any conflict of interest
or dispute between us and the shareholders of E-Commerce Tianjin, we would have to rely on legal proceedings, which could result in the
disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.
Risks Relating to Our Corporate Structure
If the PRC government deems that the
contractual arrangements in relation to our consolidated variable interest entity do not comply with PRC regulatory restrictions on foreign
investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we
could be subject to severe penalties or be forced to relinquish our interests in those operations.
Foreign ownership of internet-based businesses,
including value-added telecommunications services, is subject to restrictions under current PRC laws and regulations. To comply with
PRC laws and regulations, we conduct our e-commerce operations in China through a series of contractual arrangements entered into among
WFOE, our VIE and the shareholders of our VIE. As a result of these contractual arrangements, we exert control over our VIE and consolidate
its operating results in our financial statements under U.S. GAAP. For a detailed description of these contractual arrangements, see
“Our VIE Contractual Arrangements.”
In the opinion of our
PRC counsel, our current ownership structure, the ownership structure of our PRC subsidiary and our consolidated VIE, and the contractual
arrangements among WFOE, our VIE and the shareholders of our VIE are common practices for the companies listed on stock exchanges in
the U.S. engaging in the businesses restricted in China and these contractual arrangements are valid and binding in accordance with their
terms and applicable PRC laws and regulations currently in effect. However, our Chinese counsel has also advised us that there are substantial
uncertainties regarding the interpretation and application of current or future PRC laws and regulations and there can be no assurance
that the PRC government will ultimately take a view that is consistent with the opinion of our PRC counsel. In the event PRC regulations
change or are interpreted differently in the future, our shares may decline in value or become worthless if we are unable to assert our
contractual control rights over the assets of our PRC VIE that conduct our operations
If the PRC government finds
that our contractual arrangements do not comply with its restrictions on foreign investment in the e-commerce business, the relevant
PRC regulatory authorities, including the China Securities Regulatory Commission (CSRC) may require us to discontinue
or place restrictions or onerous conditions on our operations and it may also imposing fines, confiscating the income from
the WFOE or our VIE. The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct
our business. In addition, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the
financial results of our VIE in our consolidated financial statements, if the PRC government authorities were to find our VIE structure
and contractual arrangements to be in violation of PRC laws and regulations. If the imposition of any of these government actions causes
us to lose our right to direct the activities of our VIE or our right to receive substantially all of the economic benefits and residual
returns from our VIE and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no
longer be able to consolidate the financial results of our VIE in our consolidated financial statements. Either of these results, or
any other significant penalties that might be imposed on us in this event, would have a material adverse effect on our financial condition
and results of operations.
Our contractual arrangements with our
consolidated affiliated entity may not be as effective in providing operational control as direct ownership.
We have relied and expect
to continue to rely on contractual arrangements with E-Commerce Tianjin and its shareholders to operate our CCM shopping mall business.
For a description of these contractual arrangements, see “Our VIE Contractual Arrangements.” These contractual arrangements
may not be as effective in providing us with control over such entity as direct ownership. If we had direct ownership of E-Commerce Tianjin,
we would be able to exercise our rights as a shareholder to effect changes in the board of directors, which in turn could effect changes,
subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, we rely
on the performance by E-Commerce Tianjin and its shareholders of their contractual obligations to exercise control over our consolidated
affiliated entity. Therefore, our contractual arrangements with our consolidated affiliated entity may not be as effective in ensuring
our control over our CCM shopping mall as direct ownership would be.
Risks
Related to Our Securities and the Offering
Future
sales or other dilution of our equity could depress the market price of our Common Stock.
Sales
of our Common Stock, preferred stock, warrants, units or any combination of the foregoing in the public market, or the perception that
such sales could occur, could negatively impact the price of our Common Stock. If one or more of our shareholders were to sell large
portions of their holdings in a relatively short time, for liquidity or other reasons, the prevailing market price of our Common Stock
could be negatively affected.
In
addition, the issuance of additional shares of our Common Stock, securities convertible into or exercisable for our Common Stock, other
equity-linked securities, including preferred stock or warrants or any combination of the securities pursuant to this prospectus will
dilute the ownership interest of our common shareholders and could depress the market price of our Common Stock and impair our ability
to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities or warrants to
acquire equity securities, our existing shareholders could experience significant dilution upon the issuance, conversion or exercise
of such securities.
Our
management will have broad discretion over the use of the proceeds we receive from the sale of our securities pursuant to this prospectus
and might not apply the proceeds in ways that increase the value of your investment.
Our
management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying on the
judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement or in any related
free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our sale of the securities
described in this prospectus will be added to our general funds and will be used for general corporate purposes. Our management might
not apply the net proceeds from offerings of our securities in ways that increase the value of your investment and might not be able
to yield a significant return, if any, on any investment of such net proceeds. You may not have the opportunity to influence our decisions
on how to use such proceeds.
We
may be deemed as an investment company, which could result in us being required to register as an investment company under the Investment
Company Act of 1940 (the “1940 Act”) and becoming subject to the registration and other requirements of the 1940 Act.
We currently own minority
ownership of Nova Realm City (“NRC”) and might make investment in other companies in the future.
Under
the Investment Company Act of 1940: (a) Definitions
(1)
When used in this subchapter, “investment company” means any issuer which—
(A)
is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading
in securities;
(B)
is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in
such business and has any such certificate outstanding; or
(C)
is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes
to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of
government securities and cash items) on an unconsolidated basis.
(b)
Exemption from provisions
Notwithstanding
paragraph (1)(C) of subsection (a), none of the following persons is an investment company within the meaning of this subchapter:
(1)
Any issuer primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that
of investing, reinvesting, owning, holding, or trading in securities.
We
primarily engage in e-commerce and supply chain service businesses that we believe fall into the exemption quoted under (b)(1) above,
and do not consider ourselves to be an investment company. If we were to be deemed an “Investment Company” which could result
in us being required to register as an investment company under the 1940 Act and becoming subject to the registration and other requirements
of the 1940 Act.
The
1940 Act and the rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other
things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt
and equity securities, prohibit the issuance of stock options and impose certain governance requirements. We intend to conduct our operations
so that we will not be deemed to be an investment company under the 1940 Act, which could prevent us engaging in the business of investing,
reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding
40 per centum of the value of our total assets. Also, if anything were to happen which would require the Company to register as an investment
company under the 1940 Act, requirements imposed by the 1940 Act, including limitations on our capital structure, ability to transact
business with affiliates and ability to compensate key employees, could have negatively impact on our business and adversely affect our
business, financial condition and results of operations.
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus may be “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Exchange Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified by the
use of terms such as “may,” “will,” “should,” “believe,” “might,” “expect,”
“anticipate,” “intend,” “plan,” “estimate” and similar words, although some forward-looking
statements are expressed differently.
Although
we believe that the expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees of
future performance and involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes and
results to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking statements
speak only as of the date on which they are made and except as required by law, we undertake no obligation to publicly release the results
of any revision or update of these forward-looking statements, whether as a result of new information, future events or otherwise. If
we do update or correct one or more forward-looking statements, you should not conclude that we will make additional updates or corrections
with respect thereto or with respect to other forward-looking statements. A detailed discussion of risks and uncertainties that could
cause actual results and events to differ materially from our forward-looking statements is included in our periodic reports filed with
the SEC and in the “Risk Factors” section of this prospectus.
USE
OF PROCEEDS
Except
as may be stated in the applicable prospectus supplement, we intend to use the net proceeds we receive from the sale of the securities
offered by this prospectus for general corporate purposes, which may include, among other things, increasing our working capital, financing
of ongoing operating expenses and overhead, reducing indebtedness, investments in new businesses, capital expenditures, and possible
acquisitions or business expansions.
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of our capital stock and certain provisions of our certificate of incorporation and bylaws. This summary does
not purport to be complete and is qualified in its entirety by the provisions of our Second Amended and Restated Articles of Incorporation,
as amended (“Articles of Incorporation”), our Amended and Restated Bylaws (“Bylaws”), and applicable provisions
of the Florida Business Corporation Act (the “FBCA”).
See “Where
You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies of our Articles of Incorporation
and Bylaws, which have been filed with and are publicly available from the SEC.
Our
authorized capital stock consists of 300,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred
stock, par value $0.001 per share. Currently, we have no other authorized classes of stock.
DESCRIPTION
OF COMMON STOCK
As
of October 29, 2021, there were 70,067,147 shares of our Common Stock outstanding, held by approximately
73 stockholders of record.
Our
Common Stock is currently traded on the NASDAQ Capital Market under the symbol “FTFT.”
Holders
of shares of our Common Stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Except if
a greater plurality is required by the express requirements of law or our Articles of Incorporation, the affirmative vote of a majority
of the shares of voting stock represented at a meeting of shareholders at which there shall be a quorum present shall be required to authorize
all matters to be voted upon by our shareholders. According to our charter documents, holders of our Common Stock do not have preemptive
rights and are not entitled to cumulative voting rights. There are no conversion or redemption rights or sinking funds provided
for our shareholders. Shares of our Common Stock share ratably in dividends, if any, as may be declared from time to time by
the board of directors in its discretion from funds legally available for distribution as dividends. In the event of our liquidation,
dissolution or winding up, the holders of our Common Stock are entitled to share pro rata all assets remaining after payment in full of
all liabilities. All issued and outstanding shares of Common Stock are fully paid and nonassessable. Shares of our Common Stock
that may be offered for resale, from time to time, under this prospectus will be fully paid and nonassessable.
Anti-Takeover
Effects of Certain Provisions of Florida Law
As a Florida corporation, we
are subject to certain provisions of the FBCA that have anti-takeover effects and may inhibit a non-negotiated merger or other business
combination. Our Articles of Incorporation and Bylaws also contain other provisions which could have anti-takeover effects. These provisions
include, without limitation, the authority of our Board of Directors to issue additional shares of preferred stock and to fix the relative
rights and preferences of the preferred stock without the need for any shareholder vote or approval, as discussed above, and advance
notice procedures to be complied with by our shareholders in order to make shareholder proposals or nominate directors.
In
addition, the FBCA prohibits the voting of shares in an “issuing public corporation” that are acquired in a “control
share acquisition” unless the board of directors of the corporation approves the control share acquisition before the acquisition
or the holders of a majority of the corporation’s voting shares (excluding shares held by officers of the corporation, inside directors
of the corporation or the acquiring party) approve the granting of voting rights as to the shares acquired in the control share acquisition.
An “issuing public corporation” is a corporation that has (i) 100 or more shareholders, (ii) its principal place
of business, its principal office or substantial assets in Florida and (iii) either more than 10% of its shareholders residing in
Florida, more than 10% of its shares owned by Florida residents or 1,000 shareholders residing in Florida. “Control Shares”
are defined in the FBCA as shares acquired by a person, either directly or indirectly, that when added to all other shares of the issuing
corporation owned by that person, would entitle that person to exercise, either directly or indirectly, voting power in the election
of directors within any of the following ranges: (i) 20% or more but less than 33% of all voting power of the corporation’s
voting securities; (ii) 33% or more but less than a majority of all voting power of the corporation’s voting securities; or
(iii) a majority or more of all of the voting power of the corporation’s voting securities. These provisions do not apply
to shares acquired under, among other things, an agreement or plan of merger or share exchange effected in compliance with the relevant
provisions of the FBCA and to which the corporation is a party, or an acquisition of shares previously approved by the board of directors
of the corporation.
The
FBCA also prohibits a publicly held Florida corporation from engaging in a number of mergers, consolidations, dispositions of assets,
or other business combinations or extraordinary corporate transactions (each such transaction, an “affiliated transaction”)
with an “interested shareholder” for a period of three years following the time that such shareholder became an interested
shareholder unless: (x) prior to such shareholder becoming an interested shareholder, the board of directors of the corporation
approved either the affiliated transaction or the transaction which resulted in the shareholder becoming an interested shareholder; (y)
upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder
owned at least 85 percent of the outstanding voting shares of the corporation (other than shares held by directors who are also officers
and certain employee benefit plans); or (z) the affiliated transaction is approved by the board of directors and authorized at an annual
or special meeting of shareholders, and not by written consent, by the affirmative vote of at least two thirds of the outstanding voting
shares which are not owned by the interested shareholder. An “interested shareholder” is any person who, together with
such person’s affiliates and associates, beneficially owns 15% or more of the outstanding voting stock of a corporation. The above
approval is not required if (i) a majority of the disinterested directors has approved the affiliated transaction, (ii) the
corporation has not had more than 300 shareholders of record at any time during the three years preceding the date of the transaction’s
announcement, (iii) the interested shareholder has been the beneficial owner of at least 80% of the corporation’s outstanding
voting shares for at least three years preceding the date of the transaction’s announcement, (iv) the interested shareholder
is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from
the corporation in a transaction not approved by a majority of the disinterested directors, (v) the corporation is an investment
company registered under the Investment Company Act of 1940, or (vi) the consideration that holders of each class or series of stock
of the corporation will receive in the affiliated transaction meets certain minimum levels determined by a formula under the FBCA.
DESCRIPTION
OF PREFERRED STOCK
As
of the date of this prospectus, no shares of preferred stock had been issued or were outstanding. Our board of directors has the authority,
without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix
the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting
any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred
stock by us could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend
payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or
preventing a change of control of our company or other corporate action.
We
will file as an exhibit to the Registration Statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of any certificate of designation or amendment to our Certificate of Incorporation that describes
the terms of any series of preferred stock we are offering before the issuance of that series of preferred stock. This description will
include, but not be limited to, the following: (i) the title and stated value; (ii) the number of shares we are offering; (iii) the liquidation
preference per share; (iv) the purchase price; (v) the dividend rate, period and payment date and method of calculation for dividends;
(vi) whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; (vii)
the provisions for a sinking fund, if any; (viii) the provisions for redemption or repurchase, if applicable, and any restrictions on
our ability to exercise those redemption and repurchase rights; (ix) whether the preferred stock will be convertible into our common
stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period; (x) whether the preferred stock
will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period;
(xi) voting rights, if any, of the preferred stock; (x) preemptive rights, if any; (xi) restrictions on transfer, sale or other assignment,
if any; (xii) a discussion of any material United States federal income tax considerations applicable to the preferred stock; (xiii)
the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our
affairs; (xiv) any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series
of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs and (xv) any other specific terms,
preferences, rights or limitations of, or restrictions on, the preferred stock.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of Common Stock and/or preferred stock in one or more series. We may issue warrants independently
or together with Common Stock and/or preferred stock and the warrants may be attached to or separate from these securities. While the
terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series of
warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under a prospectus supplement may
differ from the terms described below.
We
will file as exhibits to the Registration Statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the terms of the particular
series of warrants we are offering. The following summaries of material provisions of the warrants and the warrant agreements are subject
to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to
the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplements
related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses,
and the complete warrant agreements and warrant certificates that contain the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
|
●
|
the
offering price and aggregate number of warrants offered;
|
|
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|
|
●
|
the
currency for which the warrants may be purchased;
|
|
●
|
if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with
each such security or each principal amount of such security;
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|
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●
|
if
applicable, the date on and after which the warrants and the related securities will be separately transferable;
|
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|
●
|
in
the case of warrants to purchase Common Stock or preferred stock, the number of shares of Common Stock or preferred stock, as the
case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
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●
|
the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
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●
|
the
terms of any rights to redeem or call the warrants;
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●
|
any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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●
|
the
dates on which the right to exercise the warrants will commence and expire;
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●
|
the
manner in which the warrant agreements and warrants may be modified;
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●
|
the
terms of the securities issuable upon exercise of the warrants; and
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●
|
any
other specific terms, preferences, rights or limitations of or restrictions on the warrants.
|
Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise,
including in the case of warrants to purchase Common Stock or preferred stock, the right to receive dividends, if any, or payments upon
our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time up to the specified
time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration
date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the Company in immediately available funds, as provided in the applicable prospectus
supplement. We will set forth in the warrant certificate and in the applicable prospectus supplement the information that the holder
of the warrant will be required to deliver to the Company for warrant exercise.
If
fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for
the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities
as all or part of the exercise price for warrants.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue, in one more series, units consisting of Common Stock, preferred stock
and/or warrants for the purchase of Common Stock and/or preferred stock in any combination. The applicable prospectus supplement will
describe:
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●
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the
securities comprising the units, including whether and under what circumstances the securities comprising the units may be separately
traded;
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●
|
the
terms and conditions applicable to the units, including a description of the terms of any applicable unit agreement governing the
units; and
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●
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a
description of the provisions for the payment, settlement, transfer or exchange of the units.
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PLAN OF
DISTRIBUTION
The
securities covered by this prospectus may be offered and sold from time to time pursuant to one or more of the following methods:
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●
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to
or through underwriters;
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●
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to
or through broker-dealers (acting as agent or principal);
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●
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in
“at the market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker
or into an existing trading market, on an exchange, or otherwise;
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●
|
directly
to purchasers, through a specific bidding or auction process or otherwise; or
|
|
●
|
through
a combination of any such methods of sale.
|
Agents,
underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form
of discounts, concessions or commissions to be received from us, from the purchasers of the securities or from both us and the purchasers.
Any underwriters, dealers, agents or other investors participating in the distribution of the securities may be deemed to be “underwriters,”
as that term is defined in the Securities Act, and compensation and profits received by them on sale of the securities may be deemed
to be underwriting commissions, as that term is defined in the rules promulgated under the Securities Act.
Each
time securities are offered by this prospectus, the prospectus supplement, if required, will set forth:
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●
|
the
name of any underwriter, dealer or agent involved in the offer and sale of the securities;
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●
|
the
terms of the offering;
|
|
●
|
any
discounts concessions or commissions and other items constituting compensation received by the underwriters, broker-dealers or agents;
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●
|
any
over-allotment option under which any underwriters may purchase additional securities from us; and
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●
|
any
initial public offering price.
|
The securities
may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices relating to
the prevailing market prices or at negotiated prices. The distribution of securities may be effected from time to time in one or
more transactions, by means of one or more of the following transactions, which may include cross or block trades:
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●
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transactions
on the NASDAQ Capital Market or any other organized market where the securities may be traded;
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●
|
in
the over-the-counter market;
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●
|
in
negotiated transactions;
|
|
●
|
under
delayed delivery contracts or other contractual commitments; or
|
|
●
|
a
combination of such methods of sale.
|
If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to
time in one or more transactions. Our securities may be offered to the public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in
the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time an agreement for
the sale is reached. This prospectus and the prospectus supplement will be used by the underwriters to resell the shares of our securities.
If
5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member participating
in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule 5121.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and sold
in those states only through registered or licensed brokers or dealers.
Agents,
underwriters and dealers may be entitled under agreements entered into with us to indemnification by us against specified liabilities,
including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect
of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution. Some of
the agents, underwriters or dealers, or their respective affiliates may be customers of, engage in transactions with or perform services
for us in the ordinary course of business. We will describe in the prospectus supplement naming the underwriter and the nature of any
such relationship.
Certain
persons participating in the offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty
bids in accordance with Regulation M under the Exchange Act. We make no representation or prediction as to the direction or magnitude
of any effect that such transactions may have on the price of the securities. For a description of these activities, see the information
under the heading “Underwriting” in the applicable prospectus supplement.
LEGAL
MATTERS
The
validity of the securities offered in this prospectus will be passed upon for us by FisherBroyles, LLP.
EXPERTS
Our
consolidated financial statements appearing in our Annual Report on Form 10-K for the years ended December 31, 2020 and 2019 have been
audited by B F Borgers CPA PC, as set forth in its reports, and are included in reliance on such report given on the authority of said
firms as experts in auditing and accounting.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them into this prospectus. This means that we can
disclose important information about us and our financial condition to you by referring you to another document filed separately with
the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be
part of this prospectus and later information that we file with the SEC will automatically update and supersede this information. This
prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
between the date of the initial registration statement and prior to effectiveness of the registration statement and the documents listed
below that we have previously filed with the SEC:
|
1.
|
The
Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2020 filed on April 15, 2021;
|
|
3.
|
The
Company’s Current Reports on Forms 8-K filed on September
7, 2021, August
10, 2021, July
28, 2021, July
16, 2021, June
28, 2021, June
11, 2021, June
2, 2021, April
29, 2021 and April
19, 2021;
|
|
|
|
|
4.
|
The
description of our common stock in our Form
8-A, filed April 19, 2010 pursuant to Section 12(b) of the Exchange Act, which incorporates by reference the description of the
shares of our common stock contained in our Registration Statement on Form
S-1 (File No. 333-159959) filed on June 12, 2009 and declared effective by the SEC on July 23, 2009, and any amendment or
report filed with the SEC for purposes of updating such description.
|
We
also incorporate by reference all documents that we file with the SEC on or after the effective time of this prospectus pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder or the termination of the registration
statement. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall
be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in the applicable
prospectus supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies
or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
Any
person, including any beneficial owner, to whom this prospectus is delivered may request copies of this prospectus and any of the documents
incorporated by reference in this prospectus, without charge, by written or oral request directed to Future FinTech Group Inc., Attention:
Investor Relations Department, Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY 10036, tel. 888-622-1218, or from
the SEC through the SEC’s website at the web address provided below.
Statements
contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated herein,
each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered
and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us and these
securities that, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy of the Registration
Statement can be obtained at the address set forth below or at the SEC’s website as noted below. You should read the registration
statement, including any applicable prospectus supplement, for further information about us and these securities.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC’s website at http:/www.sec.gov. You may also read and copy any document we file at the SEC’s
public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. Because our Common Stock is listed on the NASDAQ Capital Market, you may also inspect reports,
proxy statements and other information at the offices of the NASDAQ Capital Market.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The
following table sets forth all expenses payable by us in connection with the offering of our securities being registered hereby. All
amounts shown are estimates except the SEC registration fee.
Registration
fee
|
$
|
21,820
|
|
|
|
|
|
Legal
fees and expenses
|
|
*
|
|
|
|
|
|
Accounting
fees and expenses
|
|
*
|
|
|
|
|
|
Printing
and miscellaneous expenses
|
|
*
|
|
|
|
|
|
Total
expenses
|
$
|
*
|
|
|
*
|
Estimated
expenses are presently not known and cannot be estimated.
|
Item 15. Indemnification of Directors and Officers.
The
Florida Business Corporation Act provides that a person who is successful on the merits or otherwise in defense of an action because
of service as an officer or director of a corporation, is entitled to indemnification of expenses actually and reasonably incurred in
such defense.
Such
act also provides that the corporation may indemnify an officer or director and advance expenses if such person acted in good faith and
in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to a
criminal action, had no reasonable cause to believe his conduct was unlawful.
A
court may order indemnification of an officer or director if it determines that such person is fairly and reasonably entitled to such
indemnification in view of all the relevant circumstances.
Article
VIII of our Second Amended and Restated Articles of Incorporation, as amended, authorizes us, among other things, to indemnify our officers,
directors, employees or agents against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by them in connection with certain actions, suits or proceedings if they acted in good faith and in a manner
in which they reasonably believed to be in or not opposed to our best interests and, with respect to any criminal action or proceeding,
have no reasonable cause to believe their conduct was unlawful. Article VII of our Amended and Restated Bylaws authorizes us to indemnify
our officers and directors to the fullest extent authorized or permitted by the Florida Business Corporation Act.
Our
Bylaws provide that we will indemnify our directors and officers from liabilities incurred by them in connection with actions, suits
or proceedings in which they are involved by reason of their acting as our directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities
Act and we will be governed by the final adjudication of such issue.
Item 16. Exhibits.
The
exhibits listed below are filed (except where otherwise indicated) as part of this Registration Statement.
Exhibit
Number
|
|
Description
|
3.1
|
|
Second
Amended and Restated Articles of Incorporation, dated June 6, 2017. Incorporated by reference to Exhibit 3.1 to our Current Report
on Form 8-K filed with the Commission on June 9, 2017.
|
3.2
|
|
Amended
and Restated Bylaws, dated June 6, 2017. Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the
Commission on June 9, 2017.
|
3.3
|
|
Articles
of Amendment to the Articles of Incorporation of the Registrant filed with the Department of State of Florida on March 14, 2018.
Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on March 16, 2018.
|
3.4
|
|
Articles
of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with the Department of State of
Florida on March 18, 2021. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on
March 23, 2021
|
4.1
|
|
Form
of Warrant Agreement, including form of Warrant.*
|
4.2
|
|
Form
of Unit Agreement.*
|
5.1
|
|
Opinion of FisherBroyles, LLP.**
|
23.1
|
|
Consent of B F Borgers CPA P.C.**
|
23.2
|
|
Consent of FisherBroyles, LLP (included in legal opinion filed as Exhibit 5.1).**
|
24.1
|
|
Powers
of Attorney (included on signature page).**
|
|
*
|
To
be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
and incorporated herein by reference.
|
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of this registration statement.
(2)
That, for the purposes of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of a Registrant under the Securities Act to any purchaser in the initial distribution of the
securities:
The
undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications the undersigned Registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i)
any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant;
(iii)
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv)
any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in
the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(d)
If and when applicable, the Registrant hereby further undertakes to file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed
by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Beijing, China, on October 29, 2021.
|
FUTURE
FINTECH GROUP INC.
|
|
|
|
|
By:
|
/s/
Shanchun Huang
|
|
|
Shanchun
Huang
|
|
|
Chief
Executive Officer
|
|
|
(Principal
Executive Officer)
|
SIGNATURES
AND POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shanchun Huang and Ming Yi, jointly
and severally, as his or her attorneys-in-fact, with full power of substitution in each, for him or her in any and all capacities to
sign any amendments to this registration statement on Form S-3, including, without limitation, any post-effective amendments thereto,
and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name and Title
|
|
Date
|
|
|
|
/s/ Shanchun Huang
|
|
|
Shanchun Huang
|
|
October 29, 2021
|
Chief Executive Officer and Director (principal executive officer)
|
|
|
|
|
|
/s/ Ming Yi
|
|
|
Ming Yi
|
|
October 29, 2021
|
Chief Financial Officer
|
|
|
(principal financial officer and accounting officer)
|
|
|
|
|
|
/s/ Fuyou Li
|
|
|
Fuyou Li, Director and Chairman of the Board
|
|
October 29, 2021
|
|
|
|
/s/ Johnson Lau
|
|
|
Johnson Lau, Director
|
|
October 29, 2021
|
|
|
|
/s/ Ying Li
|
|
|
Ying Li, Director
|
|
October 29, 2021
|
|
|
|
/s/ Mingjie Zhao
|
|
|
Mingjie Zhao, Director
|
|
October 29, 2021
|
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