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Acquisition

12 Months Ended

Dec. 31, 2022

10. ACQUISITION

Nice Talent

On August 6, 2021 (“Acquisition Date”), the Company through its wholly owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition of 90% of the issued and outstanding shares of Nice Talent from Joy Rich Enterprises Limited for HK$144,000,000 (the “Purchase Price”) which shall be paid in the shares of common stock of the Company (the “Company Shares”). 60% of the Purchase Price ($11.22 million) was paid in shares of common stock of the Company on August 4, 2021. 40% of the Purchase Price ($7.12 million) in 20% each installment shall be paid in shares of common stock of the Company upon the completion of the audited reports for Nice Talent for each of the years ended on December 31, 2022 and 2021, respectively.

The transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations. The Company retained an independent appraisal firm to advise management in the determination of the fair value of the various assets acquired and liabilities assumed. The values assigned in these financial statements represent management’s best estimate of fair values as of the Acquisition Date.

As required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any - Noncontrolling Interest, management conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed ASC 805-20’s measurement procedures for recognition of the fair value of net assets acquired.

The following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

Accounts receivable	$	1,407,902
Other receivables		27,701
Other current assets		7,039
Property, plant and equipment, net		53,577
Amount due from related party		38,323
Accrued expenses and other payables		(498,515	)
Net identifiable assets acquired	$	1,036,027
Less: non-controlling interests		131,165
Add: goodwill		17,164,598
Total purchase price for acquisition net of $275,624 of cash	$	18,069,460

The Company has included the operating results of Nice Talent in its consolidated financial statements since the Acquisition Date. US$1,291,391 in net sales and US$114,623 in net gain of Nice Talent were included in the consolidated financial statements for the years ended December 31, 2021.

Khyber Money Exchange Ltd.

On October 1, 2022, FTFT UK Limited, a wholly owned subsidiary of the Company acquired 100% equity interest of Khyber Money Exchange Ltd., a company incorporated for £786,887 ($0.95 million). The Company has changed its name from Khyber Money Exchange Ltd., to FTFT Finance UK Limited on October 11, 2022.

The following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

Other receivables	$	242,087
Property, plant and equipment, net		584
Accrued expenses and other payables		(89,888	)
Net identifiable assets acquired	$	152,783
Add: goodwill		628,938
Total purchase price for acquisition net of $166,676 of cash	$	781,721

The Company has included the operating results of FTFT Finance UK Limited in its consolidated financial statements since the Acquisition Date. Nil in net sales and US$20,440 in net loss of FTFT Finance UK Limited were included in the consolidated financial statements for the years ended December 31, 2022. Had the acquisition been completed from beginning of the current year, the revenue and the net loss of the Company would have been US$24.03 million and US$14.32 million.