Form 8-K

8-K — Future FinTech Group Inc.

Accession: 0001213900-26-061050

Filed: 2026-05-26

Period: 2026-05-20

CIK: 0001066923

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0291948-8k_future.htm (Primary)

EX-10.1 — FORM PRE-PAID PURCHASE #3, DATED MAY 20, 2026 (ea029194801ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0291948-8k_future.htm · Sequence: 1

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0001066923

2026-05-20

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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

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.

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”).

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).

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

EX-10.1 — FORM PRE-PAID PURCHASE #3, DATED MAY 20, 2026

EX-10.1

Filename: ea029194801ex10-1.htm · Sequence: 2

Exhibit 10.1

P R E - P A I D P U R C H A S

E #3

May 20, 2026

U.S. $2,160,000.00

FOR

VALUE RECEIVED, Future Fintech Group Inc., a Florida corporation (“Company”),

promises to pay to Avondale capital,

llc, a Utah limited liability company, or its successors or assigns (“Investor”), $2,160,000.00 and any interest,

fees, charges, and late fees accrued hereunder in accordance with the terms set forth herein and to pay interest on the Outstanding Balance

at the rate of eight percent (8.00%) per annum simple interest from the Purchase Price Date until the same is paid in full. All interest

calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, and shall be

payable in accordance with the terms of this Pre-Paid Purchase #3 (this “Pre- Paid Purchase”), which is issued and

made effective as of the date set forth above (the “Effective Date”). This Pre-Paid Purchase is issued pursuant to

that certain Securities Purchase Agreement dated July 28, 2025, as the same may be amended from time to time, by and between Company

and Investor (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1

attached hereto and incorporated herein by this reference.

This Pre-Paid Purchase

carries an original issue discount of $160,000.00 (“OID”). The OID is included in the initial principal balance

of this Pre-Paid Purchase and are deemed to be fully earned and non-refundable as of the Purchase Price Date. The purchase price for

this Pre-Paid Purchase shall be $2,000,000.00 (the “Purchase Price”), computed as follows: $2,160,000.00 original

principal balance, less the OID. The Purchase Price shall be payable by Investor by wire transfer of immediately available

funds.

Payment; Prepayment.

1.1. Payment.

All payments owing hereunder shall be in lawful money of the United States of America, as provided for herein, and delivered to Investor

at the address or bank account furnished to Company for that purpose. All payments shall be applied first to (a) costs of collection,

if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter, to (d) principal.

1.2. Prepayment.

Notwithstanding the foregoing, with ten (10) Trading Days’ prior written notice Company may prepay all or any portion of the Outstanding

Balance (less such portion of the Outstanding Balance for which Company has received a Purchase Notice (as defined below) from Investor

where the applicable Purchase Shares (as defined below) have not yet been delivered). For the avoidance of doubt, during the ten (10)

Trading Day prepayment notice period, Investor shall retain the right to submit Purchase Notices, if applicable. If Company exercises

its right to prepay this Pre-Paid Purchase, Company shall make payment to Investor of an amount in cash equal to 120.00% multiplied by

the portion of the Outstanding Balance Company elects to prepay. Company will lose the right to prepay this Pre-Paid Purchase if: (a)

an Event of Default (as defined below) occurs hereunder; or (b) Company elects to prepay this Pre-Paid Purchase and fails to do so on

the date set forth in the prepayment notice sent to Investor.

1.3.

Reserved.

Security. This Pre-Paid Purchase is unsecured.

Investor Purchases; Closings; Pre-Delivery Shares.

3.1. Purchases;

Mechanics. Upon the terms and subject to the conditions of this Pre- Paid Purchase, Investor, at its sole discretion, shall have

the right, but not the obligation, to purchase from Company, and Company shall issue and sell to Investor, Purchase Shares by the

delivery to Company of Purchase Notices as provided herein.

(a) Purchase Notice. At any time following the earlier of (i) six

(6) months from the Purchase Price Date and (ii) the effectiveness of the Initial Registration Statement (as defined in the Purchase

Agreement) (the “Purchase Start Date”), Investor may, by providing written notice to Company in the form set

forth on Exhibit A attached hereto (each, a “Purchase Notice”), require Company to issue and sell Purchase

Shares to Investor, in accordance with the following provisions:

(i) Investor

shall, in each Purchase Notice, indicate the portion of the Outstanding Balance that Investor elects to apply to the purchase of Purchase

Shares pursuant to this Pre- Paid Purchase (each, a “Purchase”, and such amount, the “Purchase Amount”),

in its sole discretion, and the timing of delivery; provided that the Purchase Amount shall not exceed the Outstanding Balance,

or result in Investor exceeding the limitation set forth in Section 3.1(b).

(ii) Each

Purchase Notice shall be delivered to Company in accordance with the notice provisions set forth in the Purchase Agreement.

(iii) Each

Purchase Notice shall set forth the Purchase Amount, the Purchase Share Purchase Price, the number of Purchase Shares to be issued by

Company and purchased by Investor, and the remaining Outstanding Balance following the Closing (as defined below) of the Purchase.

(iv)

Any Purchase Shares issued hereunder must be issued free trading to Investor pursuant to: (1) an effective Registration Statement (as

defined in the Purchase Agreement); or (2) an applicable exemption from registration (e.g., Rule 144).

(v) In

the event the Purchase Share Purchase Price is less than the Floor Price on the date that a Purchase Notice is delivered by Investor to

Company, then Investor will have the right to cause Company to pay the applicable Purchase Amount in cash within two (2) Trading Days

of receipt of the Purchase Notice rather than delivering Purchase Shares.

(b) Ownership

Limitation. Notwithstanding anything to the contrary contained in this Pre-Paid Purchase or the other Transaction Documents (as defined

in the Purchase Agreement), Company shall not effect any issuance of Purchase Shares (including Pre-Delivery Shares) pursuant to this

Pre-Paid Purchase to the extent that after giving effect to such issuance would cause Investor (together with its affiliates) to beneficially

own a number of shares of Common Stock exceeding 9.99% of the number of shares of Common Stock outstanding on such date (including for

such purpose the Common Stock issuable upon such issuance) (the “Maximum Percentage”). For purposes of this section,

beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act (as defined in the Purchase Agreement).

The Maximum Percentage is enforceable, unconditional, and non-waivable and shall apply to all affiliates and assigns of Investor.

3.2. Closings.

The closing of each purchase and sale of Purchase Shares (each, a “Closing”) shall take place in accordance with the

procedures set forth below:

(a)

Promptly after receipt of a Purchase Notice with respect to each Purchase (and, in any event, not later than two (2) Trading Days

after such receipt), Company will, or will cause its transfer agent to, electronically transfer such number of Purchase Shares to be

purchased by Investor (as set forth in the Purchase Notice) by crediting Investor’s account or its designee’s account at

DTC through its DWAC system or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit

notification to Investor that such share transfer has been requested. Promptly upon receipt of such notification, Investor shall pay

to Company the aggregate purchase price for the Purchase Shares (as set forth in the Purchase Notice) by offsetting the Purchase

Amount against an equal amount outstanding under this Pre-Paid Purchase (first towards accrued and unpaid interest, if any, and then

towards outstanding principal as shown in such Purchase Notice). No fractional shares shall be issued, and any fractional amounts

shall be rounded to the nearest whole number of shares. To facilitate the transfer of the Purchase Shares by Investor, the Purchase

Shares will not bear any restrictive legends so long as there is an effective Registration Statement or an available exemption from

registration covering such Purchase Shares (it being understood and agreed by Investor that notwithstanding the lack of restrictive

legends, Investor may only sell such Purchase Shares in compliance with the requirements of the Securities Act (including any

applicable prospectus delivery requirements)).

(b) In

connection with each Closing, each of Company and Investor shall deliver to the other all documents, instruments, and writings expressly

required to be delivered by either of them pursuant to this Pre-Paid Purchase in order to implement and effect the transactions contemplated

herein.

3.3.

Pre-Delivery Shares.

(a) Notwithstanding

anything to the contrary contained herein, Investor covenants and agrees with Company that, following the end of the Commitment Period

(as defined in the Purchase Agreement) and the repayment of all outstanding Pre-Paid Purchases (as defined in the Purchase Agreement),

Investor shall within twenty (20) Trading Days deliver to Company a number of shares of Common Stock equal to the number of Pre-Delivery

Shares (as defined in the Purchase Agreement) issued hereunder (as adjusted for any share splits, share dividends, share combinations,

recapitalizations or other similar transactions occurring after the date hereof), and Company shall pay Investor $0.001 for each share

(as adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions occurring after

the date hereof).

(b) Investor

shall not, directly or indirectly, sell, transfer, offer, exchange, assign, pledge, encumber, hypothecate or otherwise dispose of, or

enter into any contract, option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance,

hypothecation or other disposition of (collectively, “Transfer”), any Pre-Delivery Shares, provided; however,

that during the period beginning on any day in which Investor delivers a Purchase Notice to Company and ending on the date of delivery

of the Purchase Shares by Company covered by such Purchase Notice (such period, the “Interim Period”), Investor may

Transfer a number of Pre-Delivery Shares up to the number of Purchase Shares covered by the applicable Purchase Notice; provided further

that to the extent any such Transfer is made by Investor during the Interim Period, an equal number of Purchase Shares shall be deemed

to be Pre-Delivery Shares upon delivery by Company to Investor (which shall be subject to the terms and conditions hereunder applicable

to Pre-Delivery Shares) such that the total number of Pre- Delivery Shares held by Investor prior to Company’s exercise of its repurchase

right under Section 3.3(a) shall always be equal to the number of Pre-Delivery Shares delivered to Investor hereunder, except during

the Interim Period or as a result of sales made pursuant to the following sentence. Notwithstanding the foregoing, Investor may sell up

to an aggregate of $100,000.00 of Pre-Delivery Shares without needing to submit a Purchase Notice

Events of Default and Remedies.

4.1. Event

of Default. The following are events of default under this Pre-Paid Purchase (each, “Event of Default”): (a)

Company fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver,

trustee or other similar official shall be appointed over Company or a material part of its assets and such appointment shall remain

uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (c) Company becomes insolvent or

generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace

periods, if any; (d) Company makes a general assignment for the benefit of creditors; (e) Company files a petition for relief under

any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed

against Company; (g) Company fails to observe or perform any covenant set forth in Section 4 or Section 5 of the Purchase Agreement;

(h) the occurrence of a Fundamental Transaction without Investor’s prior written consent; (i) Company fails to deliver any

Purchase Shares (including Pre-Delivery Shares) in accordance with the terms hereof; (j) any money judgment, writ or similar process

is entered or filed against Company or any subsidiary of Company or any of its property or other assets for more than $500,000.00,

and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by

Investor; (k) Company fails to be DWAC Eligible; (l) Company or any subsidiary of Company, breaches any covenant or other term or

condition contained in any Other Agreement in any material respect; (m) Company defaults or otherwise fails to observe or perform

any covenant, obligation, condition or agreement of Company contained herein or in any other Transaction Document (as defined in the

Purchase Agreement) in any material respect, other than those specifically set forth in this Section 4 or Section 5 of the Purchase

Agreement; (n) any representation, warranty or other statement made or furnished by or on behalf of Company to Investor herein, in

any Transaction Document, or otherwise in connection with the issuance of this Pre-Paid Purchase is false, incorrect, incomplete or

misleading in any material respect when made or furnished; (o) a non-management supported preliminary proxy is filed against

Company; (p) Company, any subsidiary of Company, or any pledgor, trustor, or guarantor of this Pre-Paid Purchase breaches any

covenant or other term or condition contained in any Other Agreements; and (q) Company fails to deliver the Purchase Shares to

Investor when due for any reason or no reason at all, including, without limitation, as a result of any limitation on ownership or

transfer imposed by (1) Company’s organizational documents, any agreement between the Company and Investor, or any other

contract to which the Company is a party, or (2) any applicable law, regulation, or governmental restriction.

4.2. Default

Remedies. At any time and from time to time following the occurrence of any Event of Default, Investor may accelerate this Pre-Paid

Purchase by written notice to Company, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default

Amount. Notwithstanding the foregoing, upon the occurrence of any Event of Default described in clauses (b) – (f) of Section

4.1, an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Event

of Default shall become immediately and automatically due and payable in cash at the Mandatory Default Amount. At any time following the

occurrence of any Event of Default, upon written notice given by Investor to Company, interest shall accrue on the Outstanding Balance

beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of eighteen percent (18.00%) per

annum or the maximum rate permitted under applicable law (“Default Interest”). Notwithstanding the foregoing, and for

the avoidance of doubt, Investor may continue making Purchases pursuant to Section 3 at any time following an Event of Default

until such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Investor need not provide,

and Company hereby waives, any presentment, demand, protest or other notice of any kind, and Investor may immediately and without expiration

of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law.

Such acceleration may be rescinded and annulled by Investor at any time prior to payment hereunder, and Investor shall have all rights

as a holder of the Pre-Paid Purchase until such time, if any, as Investor receives full payment pursuant to this Section 4.1. No

such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall

limit Investor’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree

of specific performance and/or injunctive relief with respect to Company’s failure to timely deliver Purchase Shares pursuant to

a Purchase as required pursuant to the terms hereof.

5. Unconditional

Obligation; No Offset. Company acknowledges that this Pre-Paid Purchase is an unconditional, valid, binding, and enforceable

obligation of Company not subject to offset, deduction, or counterclaim of any kind. Company hereby waives any rights of offset it

now has or may have hereafter against Investor, its successors and assigns, and agrees to make the payments or Purchases called for

herein in accordance with the terms of this Pre-Paid Purchase.

6. Waiver.

No waiver of any provision of this Pre-Paid Purchase shall be effective unless it is in the form of a writing signed by the party granting

the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent

to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit

a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

7. Sales

Limitation. Investor agrees that so long as no Event of Default has occurred, Investor will limit its aggregate sales of Purchase

Shares on the open market in any given calendar week to 15.00% of the weekly trading volume of the Common Stock on all trading markets

for such week (the “Sales Limitation”). In the event Investor breaches such covenant, Company’s sole and exclusive

remedy shall be the reduction of the Outstanding Balance in an amount equal to one hundred percent (100.00%) of the net proceeds Investor

received from excess sales in any given week. For the avoidance of doubt, both the Sales Limitation and Company’s remedy related

to such limitation shall expire thirty (30) days after satisfaction in full of this Pre-Paid Purchase.

8. Opinion

of Counsel. In the event that an opinion of counsel is needed for Purchases under this Pre-Paid Purchase, Investor has the right to

have any such opinion provided by its counsel.

9. Governing

Law; Venue. This Pre-Paid Purchase shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Pre-Paid Purchase shall be governed by, the internal laws of the State of Utah, without

giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that

would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement

to determine the proper venue for any disputes are incorporated herein by this reference.

10. Arbitration

of Disputes. By its issuance or acceptance of this Pre-Paid Purchase, each party agrees to be bound by the Arbitration Provisions

(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.

11. Cancellation.

After repayment of the entire Outstanding Balance, this Pre-Paid Purchase shall be deemed paid in full, shall automatically be deemed

canceled, and shall not be reissued.

12. Amendments.

The prior written consent of both parties hereto shall be required for any change or amendment to this Pre-Paid Purchase.

13. Assignments.

Company may not assign this Pre-Paid Purchase without the prior written consent of Investor. This Pre-Paid Purchase and any Purchase Shares

issued upon Purchase of this Pre-Paid Purchase may be offered, sold, assigned, or transferred by Investor without the consent of Company.

14. Notices.

Whenever notice is required to be given under this Pre-Paid Purchase, unless otherwise provided herein, such notice shall be given in

accordance with the subsection of the Purchase Agreement titled “Notices.”

15. Liquidated

Damages. Investor and Company agree that in the event Company fails to comply with any of the terms or provisions of this

Pre-Paid Purchase, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of

the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant

factors. Accordingly, Investor and Company agree that any fees, balance adjustments, Default Interest or other charges assessed

under this Pre-Paid Purchase are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated

damages (under Investor’s and Company’s expectations that any such liquidated damages will tack back to the Purchase

Price Date for purposes of determining the holding period under Rule 144).

16. Severability.

If any part of this Pre-Paid Purchase is construed to be in violation of any law, such part shall be modified to achieve the objective

of Company and Investor to the fullest extent permitted by law, and the balance of this Pre-Paid Purchase shall remain in full force and

effect.

[Remainder of page intentionally left

blank; signature page follows]

IN WITNESS WHEREOF, Company has caused

this Pre-Paid Purchase to be duly executed as of the Effective Date.

COMPANY:

Future

Fintech Group Inc., a

Florida Corporation

By:

/s/ Hu Li

Hu Li, Chief Executive Officer

ACKNOWLEDGED, ACCEPTED, AND AGREED:

INVESTOR:

Avondale

Capital, LLC, a Utah limited liability company

By:

/s/ John M. Fife

John M. Fife, President

[Signature Page to Pre-Paid Purchase

#3]

ATTACHMENT 1

DEFINITIONS

For purposes of this Pre-Paid Purchase,

the following terms shall have the following meanings:

A1. “Common Stock” means Company’s common stock, par value

$0.001 per share.

A2. “DTC” means

the Depository Trust Company or any successor thereto.

A3. “DTC/FAST Program”

means the DTC’s Fast Automated Securities Transfer program.

A4. “DWAC” means the DTC’s Deposit/Withdrawal

at Custodian system.

A5. “DWAC

Eligible” means that (a) Company’s Common Stock are eligible at DTC for full services pursuant to DTC’s operational

arrangements, including without limitation transfer through DTC’s DWAC system; (b) Company has been approved (without revocation)

by DTC’s underwriting department; (c) Company’s transfer agent is approved as an agent in the DTC/FAST Program; (d) the Purchase

Shares are otherwise eligible for delivery via DWAC; and (e) Company’s transfer agent does not have a policy prohibiting or limiting

delivery of the Purchase Shares via DWAC.

A6. “Default

Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default occurred by ten percent (10.00%)

and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default occurred, with the sum

of the foregoing then becoming the Outstanding Balance under this Pre-Paid Purchase as of the date the applicable Event of Default occurred.

The Default Effect may be applied up to three (3) times for three (3) separate Events of Default.

A7. “Floor Price”

means $0.2356.

A8. “Fundamental

Transaction” means that (a) (i) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

consolidate or merge with or into (whether or not Company or any of its subsidiaries is the surviving corporation) any other person or

entity, (ii) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease, license,

assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other person or

entity, (iii) Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other person

or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50.00% of the outstanding shares of

voting stock of Company (not including any shares of voting stock of Company held by the person or persons making or party to, or associated

or affiliated with the persons or entities making or party to, such purchase, tender or exchange offer), (iv) Company or any of its subsidiaries

shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination

(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity

whereby such other person or entity acquires more than 50.00% of the outstanding shares of voting stock of Company (not including any

shares of voting stock of Company held by the other persons or entities making or party to, or associated or affiliated with the other

persons or entities making or party to, such stock or share purchase agreement or other business combination), (v) Company or any of its

subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Common Stock

or Common Stock, other than an increase in the number of authorized shares of Company’s Common Stock or Common Stock, (vi) Company

transfers any material asset to any subsidiary, affiliate, person or entity under common ownership or control with Company, or (vii) Company

pays or makes any monetary or non-monetary dividend or distribution to its shareholders; or (b) any “person” or “group”

(as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder)

is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50.00%

of the aggregate ordinary voting power represented by issued and outstanding voting stock of Company. For the avoidance of doubt, Company

or any of the subsidiaries entering into a definitive agreement that contemplates a Fundamental Transaction will be deemed to be a Fundamental

Transaction unless such agreement contains a closing condition that this Pre-Paid Purchase is repaid in full upon consummation of the

transaction.

A9. “Mandatory

Default Amount” means the Outstanding Balance following the application of the Default Effect.

A10.

“Nasdaq Minimum Price” means the Minimum Price as defined under Nasdaq Rule 5635(d).

Attachment 1 to Pre-Paid Purchase #3,

Page 1

A11.

“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or

by Company (or an affiliate), on the one hand, and Investor (or an affiliate), on the other hand, and (b) any financing agreement or

a material agreement that affects Company’s ongoing business operations.

A12. “Outstanding

Balance” means as of any date of determination, the initial principal amount, as reduced or increased, as the case may be, pursuant

to the terms hereof for payment, Purchases, offset, or otherwise, accrued but unpaid interest, collection and enforcements costs (including

attorneys’ fees) incurred by Investor, transfer, stamp, issuance and similar taxes and fees related to Purchases, and any other

fees or charges incurred under this Pre-Paid Purchase.

A13.

“Purchase Notice Date” means the date the applicable Purchase Notice is delivered by Investor to Company.

A14.

“Purchase Price Date” means the date the Purchase Price is delivered by Investor to Company.

A15.

“Purchase Shares” Common Stock purchased pursuant to this Pre-Paid Purchase.

A16.

“Purchase Share Purchase Price” means eighty-two percent (82.00%) multiplied by the lowest daily VWAP during the

ten (10) Trading Days immediately preceding the applicable measurement date.

A17.

“Trading Day” means any day on which Company’s principal market is open for trading.

A18.

“VWAP” means the volume weighted average price of the Common Stock on the principal market for a particular

Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.

[Remainder of page intentionally left

blank]

Attachment 1 to Pre-Paid Purchase #3,

Page 2

EXHIBIT

PURCHASE NOTICE

behalf of Avondale capital,

LLC, a Utah limited liability company (“Investor”), the undersigned hereby certifies, with respect to the purchase

of Common Stock, par value $0.001 per share, of FUture FIntech

GRoup INc., a Florida corporation (“Company”)

issuable in connection with this Purchase Notice, delivered pursuant to that certain Pre-Paid Purchase #3, dated as of May 20, 2026 (as

amended and supplemented from time to time), as follows:

A. Purchase Notice Date: __________

B. Purchase Amount: ____________

C. Purchase Share Purchase Price: ____________

D. Number of Purchase Shares Due to Investor: ____________________________

E. Outstanding Balance Following Purchase: __________________

INVESTOR’S DTC PARTICIPANT #:

ACCOUNT NAME:

ACCOUNT NUMBER:

ADDRESS:

CITY:

COUNTRY:

CONTACT PERSON:

NUMBER AND/OR EMAIL:

INVESTOR:

Avondale

Capital,

LLC, a Utah limited liability company

By:

John M. Fife, President

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