Future FinTech shifts control via $18M share sale

Future FinTech Group Inc. reported that it issued 15,000,000 shares of common stock on September 16, 2025 under a previously disclosed securities purchase agreement, plus an additional 60,000 shares under a separate pre-paid agreement.

Rhea-AI Filing Summary

Future FinTech Group Inc. reported that it issued 15,000,000 shares of common stock on September 16, 2025 under a previously disclosed securities purchase agreement, plus an additional 60,000 shares under a separate pre-paid agreement. Following these issuances, common stock outstanding is 18,708,311 shares as of September 17, 2025.

A change of control occurred when Wealth Index Capital Limited acquired 9,000,000 shares at $2.00 per share, for total consideration of $18,000,000, giving it approximately 48.107% of the outstanding common stock. WICL is wholly owned and controlled by Mr. Shanchun Huang, who is deemed the beneficial owner of these shares, replacing the prior largest shareholder, who held about 12.6%.

Insights

Equity capital markets analyst

Future FinTech discloses a control shift tied to an $18M equity issuance.

Future FinTech Group Inc. issued 15,000,000 shares, plus 60,000 additional shares, under previously agreed equity financing arrangements. A key component was the sale of 9,000,000 shares at $2.00 per share to Wealth Index Capital Limited, totaling $18,000,000.

This transaction resulted in a change of control, with WICL now holding about 48.107% of the company’s 18,708,311 outstanding shares as of September 17, 2025. WICL is wholly owned and controlled by Mr. Shanchun Huang, who is deemed the beneficial owner of those shares.

The filing also notes that the prior largest shareholder held approximately 12.6% of 3,450,770 outstanding shares as of July 23, 2025, underscoring the magnitude of the control shift. Future disclosures in company filings may provide additional detail on any related strategic or governance changes.

8-K Event Classification

3 items: 3.02, 5.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity issuances did Future FinTech Group Inc. (FTFT) disclose?

Future FinTech issued 15,000,000 common shares on September 16, 2025 under a securities purchase agreement, and 60,000 additional common shares under a pre-paid securities purchase agreement. These issuances were previously approved by shareholders and increased total outstanding common stock to 18,708,311 shares.

How did the September 2025 transactions affect control of Future FinTech (FTFT)?

A change of control occurred when Future FinTech sold 9,000,000 common shares to Wealth Index Capital Limited. After this transaction, WICL beneficially owns approximately 48.107% of the company’s 18,708,311 outstanding shares, making it the new controlling shareholder.

Who is the beneficial owner of Wealth Index Capital Limited’s shares in Future FinTech (FTFT)?

Wealth Index Capital Limited is wholly owned and controlled by Mr. Shanchun Huang. Under Rule 13d-3, Mr. Huang is deemed the beneficial owner of the 9,000,000 Future FinTech common shares acquired by WICL in the September 16, 2025 equity transaction.

What was the purchase price for Wealth Index Capital Limited’s shares in FTFT?

Wealth Index Capital Limited acquired 9,000,000 Future FinTech common shares at a purchase price of $2.00 per share. This resulted in aggregate consideration of $18,000,000, funded from WICL’s working capital, and directly contributed to its approximately 48.107% ownership stake.

How many Future FinTech (FTFT) shares were outstanding after the September 2025 deals?

After the equity issuances described, Future FinTech had 18,708,311 shares of common stock outstanding as of September 17, 2025. This figure reflects the 15,000,000-share issuance, the 60,000-share issuance, and the resulting ownership position of Wealth Index Capital Limited.

Who was Future FinTech’s largest shareholder before the change of control?

Before the September 2025 issuance to Wealth Index Capital Limited, the largest shareholder was Mr. Zeyao Xue. He beneficially owned approximately 12.6% of the company’s 3,450,770 outstanding common shares as of July 23, 2025, according to the disclosure.

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Accepted by SEC EDGAR 09/22/2025 - 10:30 AM EDT 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): September 16, 2025

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 Stock 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 3.02 Unregistered Sales of Equity Securities. 

On September 16, 2025, the Company issued an aggregate of 15,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), to certain purchasers pursuant to a securities purchase agreement, dated July 24, 2024 (the “Equity SPA”) by and among the Company and such purchasers (the “Purchasers”).

On September 16, 2025, the Company issued 60,000 shares of the Company’s Common Stock to an investor pursuant to a Pre-Paid Securities Purchase Agreement dated July 28, 2025 (the “Pre-Paid SPA”) and related transaction agreements by and between the Company and such Investor.

 The Equity SPA, the Pre-Paid SPA, and the transactions contemplated thereunder, respectively, were previously reported on the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 31, 2025, and the consummation of such transactions were approved by the shareholders of the Company in a special meeting as of September 17, 2025, the Company’s outstanding common stock is 18,708,311 shares.

Item 5.01 Changes in Control of Registrant.

A change of control of the Company occurred on September 16, 2025. As disclosed under Item 3.02 above, on that date the Company issued 9,000,000 shares of its common stock to Wealth Index Capital Limited (“WICL”) at a purchase price of $2.00 per share, for an aggregate of $18,000,000, pursuant to the Equity SPA. The shares were acquired by WICL using its working capital.

As a result of the issuance of shares, WICL owns approximately 48.107% of the Company’s 18,708,311 outstanding shares of common stock. WICL is wholly owned and controlled by Mr. Shanchun Huang as its sole member. Accordingly, Mr. Huang is deemed to be the beneficial owner of the 9,000,000 shares of common stock acquired by WICL pursuant to Rule 13d-3 under the Securities Exchange Act of 1934. Prior to the issuance of shares, the Company’s largest shareholder was Mr. Zeyao Xue, who beneficially owned approximately 12.6% of the 3,450,770 shares of Company’s outstanding common stock as of July 23, 2025.

Except as disclosed herein, there are no arrangements known to the Company among members of both the former and new control groups and their associates with respect to election of directors or other matters which may at a subsequent date result in a further change in control of the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: September 22, 2025	By:	/s/ Hu Li
	Name:	Hu Li
	Title:	Chief Executive Officer

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