Future FinTech secures $2M via third pre-paid deal

Future FinTech Group Inc. entered into a third pre-paid purchase transaction with Avondale Capital, LLC under its existing Pre-Paid Securities Purchase Agreement, providing additional financing through a new pre-paid instrument.

Rhea-AI Filing Summary

Future FinTech Group Inc. entered into a third pre-paid purchase transaction with Avondale Capital, LLC under its existing Pre-Paid Securities Purchase Agreement, providing additional financing through a new pre-paid instrument. On May 20, 2026, the company received $2,000,000 in cash in exchange for a pre-paid instrument with a principal amount of $2,160,000, reflecting an 8% original issue discount that is fully earned and non-refundable at issuance.

This follows earlier pre-paid purchases in which Future FinTech received $800,000 for a principal amount of $884,000 and $1,000,000 for a principal amount of $1,080,000. The aggregate facility under the Pre-Paid Securities Purchase Agreement allows potential funding of up to $10,000,000, and shares of common stock issuable under these instruments are registered under a Form S-1 registration statement.

Insights

Capital markets analyst

Future FinTech adds $2M cash via pre-paid equity-linked funding.

Future FinTech Group Inc. has drawn an additional $2,000,000 under its Pre-Paid Securities Purchase Agreement with Avondale Capital through Pre-Paid Purchase #3. The new pre-paid instrument carries a principal of $2,160,000, embedding an 8% original issue discount that is fully earned at closing.

This structure continues the pattern of prior closings, where the company previously obtained $800,000 and $1,000,000 in cash for higher principal amounts. Shares underlying these pre-paid instruments are registered on a Form S-1, which facilitates potential equity settlement. Actual dilution will depend on how and when the instruments are ultimately satisfied under their terms.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Pre-Paid SPA capacity: $10,000,000 Pre-Paid Purchase #1 proceeds: $800,000 Pre-Paid Purchase #1 principal: $884,000 +5 more

8 metrics

Pre-Paid SPA capacity $10,000,000 Potential funding under Pre-Paid Securities Purchase Agreement

Pre-Paid Purchase #1 proceeds $800,000 Cash received at initial closing

Pre-Paid Purchase #1 principal $884,000 Principal amount of first pre-paid instrument

Pre-Paid Purchase #2 proceeds $1,000,000 Cash received for second pre-paid instrument

Pre-Paid Purchase #2 principal $1,080,000 Principal amount of second pre-paid instrument

Pre-Paid Purchase #3 proceeds $2,000,000 Cash received on May 20, 2026

Pre-Paid Purchase #3 principal $2,160,000 Principal amount of third pre-paid instrument

Original issue discount $160,000 (8%) OID on Pre-Paid Purchase #3, fully earned at issuance

Key Terms

Pre-Paid Securities Purchase Agreement, Pre-Paid Instrument, original issue discount, Registration Statement on Form S-1

4 terms

Pre-Paid Securities Purchase Agreement financial

"entered into a Pre-Paid Securities Purchase Agreement (the “Pre-Paid SPA”) with Avondale Capital, LLC"

Pre-Paid Instrument financial

"through the issuance of pre-paid purchase instruments (each, a “Pre-Paid Instrument,” and collectively, the “Pre-Paid Instruments”)"

original issue discount financial

"reflecting an 8% original issue discount (OID) of $160,000, which is included in the initial principal balance"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

Registration Statement on Form S-1 regulatory

"were registered under the Registration Statement on Form S-1 filed with the Securities and Exchange Commission"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

FAQ

What agreement did Future FinTech Group Inc. (FTFT) enter on May 20, 2026?

Future FinTech entered into Pre-Paid Purchase #3 with Avondale Capital under its existing Pre-Paid Securities Purchase Agreement. This transaction involves issuing a new pre-paid instrument in exchange for cash funding, continuing a multi-draw financing framework previously approved by shareholders.

How much cash did Future FinTech (FTFT) receive from Pre-Paid Purchase #3?

Future FinTech received $2,000,000 in cash proceeds from Pre-Paid Purchase #3. In return, it issued a pre-paid instrument with a principal amount of $2,160,000, embedding an 8% original issue discount fully earned and non-refundable on the purchase date.

What is the size of the original issue discount on FTFT’s Pre-Paid Purchase #3?

The original issue discount on Pre-Paid Purchase #3 is $160,000, equal to 8% of the $2,160,000 principal amount. This discount is included in the initial principal balance of the pre-paid instrument and is deemed fully earned and non-refundable at issuance.

How much potential funding is available to Future FinTech (FTFT) under the Pre-Paid SPA?

The Pre-Paid Securities Purchase Agreement provides for potential funding of up to $10,000,000 through multiple pre-paid instruments. Future FinTech has already completed three pre-paid purchases under this agreement, each providing cash proceeds in exchange for pre-paid instruments with higher principal amounts.

Were FTFT shares underlying the pre-paid instruments registered with the SEC?

Yes. The shares of common stock issued or issuable under the Pre-Paid Securities Purchase Agreement, including all three pre-paid purchases, were registered under a Registration Statement on Form S-1. This registration allows those shares to be issued or resold according to the registration’s terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 04:40 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2026

Future FinTech Group Inc.

(Exact name of registrant as specified in its charter)

Florida		001-34502		98-0222013
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

Causeway Bay, Hong Kong

(Address of principal executive offices, including zip code)

852-21141970

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		FTFT		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into A Material Definitive Agreement.

Pre-Paid Purchase #3

As previously disclosed, on July 28, 2025, Future FinTech Group Inc. (the “Company”) entered into a Pre-Paid Securities Purchase Agreement (the “Pre-Paid SPA”) with Avondale Capital, LLC (the “Investor”) providing for potential funding of up to $10,000,000 through the issuance of pre-paid purchase instruments (each, a “Pre-Paid Instrument,” and collectively, the “Pre-Paid Instruments”). The Pre-Paid SPA and transactions contemplated thereunder were approved by the Company’s shareholders in a special shareholders meeting held on September 5, 2025.

At the initial closing, the Company received $800,000 in gross proceeds and issued a Pre-Paid Instrument with a principal amount of $884,000 (the “Pre-Paid Purchase #1”). On September 22, 2025, the Company issued a Pre-Paid Instrument with a principal amount of $1,080,000 in exchange for $1,000,000 in cash proceeds (the “Pre-Paid Purchase #2”).

On May 20, 2026, the Company entered into Pre-Paid Purchase #3 (the “Pre-Paid Purchase #3”) with the investor, pursuant to the Pre-Paid SPA. Under Pre-Paid Purchase #3, the Company issued a Pre-Paid Instrument with a principal amount of $2,160,000 in exchange for $2,000,000 in cash proceeds, reflecting an 8% original issue discount (OID) of $160,000, which is included in the initial principal balance of the Pre-Paid Instrument and is deemed fully earned and non-refundable as of the purchase date. The material economic and settlement terms of Pre-Paid Purchase #3 are substantially consistent with Pre-Paid Purchase #1 and #2, which was previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2025 and September 26, 2025. The foregoing description of Pre-Paid Purchase #3 does not purport to be complete and is qualified in its entirety by reference to the full text of Pre-Paid Purchase #3, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The shares of Common Stock issued or issuable pursuant to the Pre-Paid SPA (including Pre-Paid Purchase #1, Pre-Paid Purchase #2 and Pre-Paid Purchase #3) were registered under the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 30, 2025.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Form Pre-Paid Purchase #3, dated May 20, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Future FinTech Group Inc.
Date: May 26, 2026	By:	/s/ Hu Li
	Name:	Hu Li
	Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 FORM PRE-PAID PURCHASE #3, DATED MAY 20, 2026 62.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB