Future FinTech Group Inc.

S-11 ea0259092-s1_future.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 30, 2025

Registration No. 333-[__]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

FUTURE FINTECH GROUP INC.

(Exact name of registrant as specified in its charter)

02B-03A, 23/F, Sino Plaza, 255-257

Gloucester Road, Causeway Bay, Hong Kong

888-622-1218

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mr. Hu Li

Chief Executive Officer

Americas Tower, 1177 Avenue of the Americas, Suite 5100

New York, NY 10036

888-622-1218

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Laura Anthony, Esq.

Craig D. Linder, Esq.

Anthony, Linder & Cacomanolis, PLLC

1700 Palm Beach Lakes Blvd, Suite 820

West Palm Beach, Florida 33401

(561) 514-0936

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Future Fintech Group Inc.

Resale of up to 20,105,000 Shares of Common Stock

This prospectus relates to the resale by the selling stockholders named in this prospectus of:

Avondale, the Purchasers, and FT Global, may be collectively referred to herein as the “Selling Stockholders.”

Under the Pre-Paid SPA, we may issue and sell one or more pre-paid purchases (each, a “Pre-Paid Purchase”), in the aggregate purchase amount of up to $10,000,000. Upon the terms and subject to the conditions of each Pre-Paid Purchase, Avondale, at its sole discretion, has the right, but not the obligation, to purchase common stock from us, and we will issue to Avondale, common stock in satisfaction of all or a portion of the outstanding balance of such Pre-Paid Purchase, but not exceeding the outstanding balance of such Pre-Paid Purchase (the “Purchase Shares”). Any delivery of the 10,000,000 Purchase Shares registered for resale pursuant to the registration statement of which this prospectus is a part will reduce the outstanding balance of any Pre-Paid Purchase at a rate that will depend upon the timing of a delivery request by Avondale and will fluctuate based on the trading price of our common stock. The number of common stock that may actually be acquired by Avondale pursuant to the Pre-Paid SPA is not currently known and is subject to satisfaction of certain conditions and other limitations, including the limitations specified above. With respect to the Purchase Shares, Avondale is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

The shares of our common stock may be sold publicly or through private transactions by the Selling Stockholders at prevailing market prices or at negotiated prices at the times of sale. The shares of common stock may be offered by the Selling Stockholders to or through underwriters, dealers or other agents, directly to investors or through any other manner permitted by law, on a continued or delayed basis. The Selling Stockholders are deemed underwriters within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the shares of common stock in the section entitled “Plan of Distribution” beginning on page 22 of this prospectus.

We are not selling any shares of common stock in this offering, and we will not receive any proceeds from the sale of shares by the Selling Stockholders. However, we may receive up to an additional $10,000,000 in aggregate gross proceeds from Avondale under the Pre-Paid SPA. See “*Plan of Distribution”*and “Selling Securityholders.” The registration of the securities covered by this prospectus does not necessarily mean that any of these securities will be offered or sold by the Selling Stockholders. The timing and amount of any sale is within the Selling Stockholders’ sole discretion, subject to certain restrictions. To the extent that the Selling Stockholders resell any securities, the Selling Stockholders may be required to provide you with this prospectus identifying and containing specific information about the Selling Stockholders and the terms of the securities being offered.

We are a “smaller reporting company” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is smaller reporting company.

Our common stock is listed on the Nasdaq Capital Market under the symbol “FTFT”. On September 29, 2025, the closing price of our common stock was $2.17.

We will bear all costs, expenses and fees in connection with the registration of the shares of common stock. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sales of the shares of common stock.

Our business and investment in our common stock involve significant risks. These risks are described in the section titled “Risk Factors” beginning on page 12 of this prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________, 2025.

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