Future FinTech Group Inc.
For the period ended Sep 2, 2025. Filed Aug 8, 2025.
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Sep 2, 2025 · Filed Aug 8, 2025
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DEF 14A 1 ea0250682-02.htm PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 2, 2025, AT 10:00 A.M. HONG KONG TIME
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Special Meeting”) of Future FinTech Group Inc., a Florida corporation (the “Company”), will be held on September 2, 2025, at 10:00 a.m. Hong Kong time, at the Company’s corporate headquarters, located at 02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong, Special Administrative Region, People’s Republic of China, to consider the following matters, as more fully described in the proxy statement accompanying this notice (the following proposals, each a “Proposal” and collectively, the “Proposals”).
| Proposal One | Amendment and Restatement of the Company’s Amended and Restated Articles of Incorporation, as Amended: the approval to amend and restate the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), to increase the Company’s authorized shares of common stock, $0.001 par value (the “Common Stock”) from 6,000,000 shares to 600,000,000 shares (the “Authorized Share Increase Proposal”). |
| Proposal Two | Issuance of Shares Upon Conversion of the Remaining Balance of the Streeterville Note: the approval to issue shares of the Company’s Common Stock upon conversion of the remaining balance of a Convertible Promissory Note previously issued to Streeterville Capital, LLC on December 27, 2023 (the “Streeterville Note”), which, when fully converted, may exceed 20% of the issued and outstanding Common Stock, which issuance requires shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (the “Streeterville Note Proposal”) and (2) result in a change of control of the Company, in accordance with Nasdaq Listing Rules 5635(d) (the “20% Rule”) and 5635(b) (the “Change-of-Control Rule”) |
| Proposal Three | Unregistered Offshore Equity Financing Transaction: the approval to issue up to 15,000,000 shares of the Common Stock (the “Equity Financing Proposal”) to non-U.S. investors in an unregistered offering pursuant to Regulation S of the Securities Act of 1933, under the terms of a Securities Purchase Agreement, which, when fully consummated, will (1) exceed 20% of the Company’s issued and outstanding Common Stock, and (2) result in a change of control of the Company, in accordance with the 20% Rule and Change-of-Control Rule. |
| Proposal Four | Unregistered Pre-Paid Financing Transactions: the approval of the issuance of up to $10,000,000 worth of Common Stock to Avondale Capital, LLC in a non-public pre-paid financing transaction, which, when fully consummated, may exceed 20% of the Company’s issued and outstanding Common Stock, in accordance with the 20% Rule and Change-of-Control Rule (the “Pre-Paid Financing Proposal”). |
| Proposal Five | Adjournment of the Special Meeting: the approval to adjourn the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals (the “Adjournment Proposal”). |
Shareholders also will transact any other business that may properly come before the Special Meeting or any adjournment or postponement of the Special Meeting.
Shareholders of record at the close of business on July 2, 2025 (the “Record Date”) are entitled to notice of and to vote at our Special Meeting and any adjournment or postponement thereof. All shareholders are cordially invited to attend the Special Meeting in person.
On or about August 14, 2025, we will commence mailing the proxy statement. This Notice of Special Meeting of Shareholders and the proxy statement are available athttps://www.transhare.com/. Click on Vote Your Proxy, find the Company in the list provided, and click the Click Here button or atwww.proxyvote.com.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET, OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU.
Our Board of Directors unanimously recommends that you vote “FOR” all five proposals.
BY ORDER OF THE BOARD OF DIRECTORS
Sincerely,
/s/ Hu Li
Chief Executive Officer
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.