All In FutureTech Alliance, Inc.

ITEM 1. LEGAL PROCEEDINGS.

We may be subject to litigation from stockholders, suppliers and other third parties from time to time. Such litigation may have an adverse impact on our business and results of operations or may cause disruptions to our operations. We expect to incur additional costs to defend such litigation which may cause our management to divert attention and resources from our business operations.

Knighted Pastures, LLC – Delaware Litigation

On November 12, 2024, Knighted Pastures, LLC (“Knighted”) filed a complaint (Knighted Pastures, LLC v. Yangyang Li, et al., C.A. No. 2024-1158-JTL) in the Court of Chancery of the State of Delaware concerning the board of directors’ approval of the transaction with Blue Planet New Technology, Ltd., an affiliate of Yellow River. The complaint alleged, among other things, breaches of fiduciary duties by the Company’s board of directors.

On April 25, 2025, the board of directors approved certain resolutions, including rescinding the transaction with Blue Planet New Technologies, Ltd. and agreeing to certain governance-related undertakings. On May 22, 2025, the Court entered an order staying the case and preserving the status quo pending the outcome of the combined 2024/2025 annual meeting of stockholders held on August 4, 2025.

On October 24, 2025, Knighted filed a motion seeking legal fees and costs of approximately $5.9 million. On March 10, 2026, the Court granted Knighted’s motion and awarded attorneys’ fees and expenses totaling approximately $5.94 million.

On April 10, 2026, the Company and Knighted entered into a binding Term Sheet for Global Resolution relating to the Delaware litigation and certain related federal litigation. Pursuant to the settlement, the parties agreed to mutual releases and certain standstill and non-disparagement provisions. Pursuant to the settlement and related court orders, all substantive claims asserted in the Delaware litigation have been resolved and dismissed, other than matters relating to the payment and enforcement of the fee award.

Knighted Pastures, LLC – Federal Litigation

On June 11, 2025, the Company filed a lawsuit against Knighted, Roy Choi, Naomi Choi, and Yiu-Ting So in the United States District Court for the Central District of California alleging violations of Section 13 of the Securities Exchange Act of 1934 and related claims. The Company also sought preliminary injunctive relief. On August 12, 2025, the Court entered an order partially granting the Company’s motion for preliminary injunction.

On April 17, 2026, pursuant to the settlement entered into by the parties, the Company filed a Notice of Dismissal With Prejudice of the federal litigation.