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SEC Comment Letter for Future FinTech Group Inc. (FTFT) (CIK 0001066923) (FTFT) — May 24, 2018

Future FinTech Group Inc. (FTFT) (CIK 0001066923)
Date: May 24, 2018 · CIK: 0001066923 · Accession: 0000000000-18-016185

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File numbers found in text: 333-224686

Date
May 24, 2018
Author
/s/ Loan Lauren P. Nguyen for
Form
UPLOAD
Company
Future FinTech Group Inc. (FTFT) (CIK 0001066923)

Letter

Mail Stop 4628 May 24, 2018 Yongke Xue Chief Executive Officer Future FinTech Group Inc. 23F, National Development Bank Tower No. 2 Gaoxin 1st Road, Xi’an, PRC 710075

Re: Future FinTech Group Inc. Registration Statement on Form S-3 Filed May 4, 2018 File No. 333-224686

Dear Mr. Yongke Xue :

We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments.

The Company, page 2

1. We note you are in the process of transitioning your main business operations and that you anticipate generating revenues from your financing leasing business, the acquisition and disposal of financia l assets and the application of blockchain technology for online sales of products. Please revise your disclosure to:  clearly explain your plan of operations for each of your six enumerated business focuses as described on page 3; and  discuss the material costs that you expect to incur in order to provide all of the services described in the prospectus.

For example, please describe the current business of your “bulk agricultural products spot trading business and financial technology businesses,” and ex plain how such financial technology business relates to such bulk agricultural products trading business. Similarly, please provide a more specific discussion of your “related asset and equity

Yongke Xue Future FinTech Group Inc. May 24, 2018 Page 2

investment management” focus, including a clear description of the services you expect to provide and who you expect your customers to be. Please revise to address the six enumerated business focuses as described on page 3.

2. You disclose your plans to take advantage of possible opportunities presented by the expandi ng interest in “FinTech,” including blockchain technology, cryptocurrencies and other forms of digital assets. To the extent you are not engaged or you are engaged to only a limited extent in a particular line of business, please include information to eliminate any misleading inference to such line of business.

3. We note you will use blockchain technology in different business segments, including online sales and internet distribution businesses, agricultural products trading, to facilitate financial payments and transactions, and to create new opportunities. Please revise your disclosure to cl arify how you intend to implement blockchain technology and the current status of such technology, including whether your blockchain technology is developed and operational, and your plans and timeframes for such development if such product is not operatio nal yet. Please disclose whether such blockchain is or will be open and public. In addition, please clarify what portion of your business is related to e -commerce as compared to blockchain technology and whether you have generated any revenue from blockc hain related technology.

4. You disclose you have entered into a services agreement for the development of your blockchain globally shared shopping mall platform. Please clarify if this is your agreement with Reits (Beijing) Technology Co. Ltd. or identif y the counterparty , and disclose the material terms of this agreement. We note that you filed a services agreement as Exhibit 10.1 to your Form 8 -K on December 22, 2017 for the development of your blockchain globally shared shopping mall platform .

5. We note you have signed a license agreement with Shaanxi Entai -Biotechnology Co. Ltd. to serve as the sole global general distributor and operational platform for IB -Live. Please describe the “platform for ‘IB -Live’” and clarify whether you currently use your e-commerce platform to perform under this license agreement.

6. Please expand your disclosure to discuss the digital assets held by DCON DigiPay in which you own 60% interest and how these assets will interact with the blockchain platform Nova Realm Cit y. We note you state that DCON DigiPay is the only accepted payment system for Nova Realm City communities. In this regard, revise to more clearly explain what consists of the Nova Realm City communities.

Risk Factors, page 6

7. We note disclosure that your activities are principally conducted by subsidiaries operating in the PRC. Please revise your disclosure to discuss how your new business focus following the contemplated spin-off of your fruit juice business will impact your

Yongke Xue Future FinTech Group Inc. May 24, 2018 Page 3

regulatory and business risks. In your revision, p lease include a discussion of the government entities that enforce applicable regulations, including any PRC -regulations.

8. We note the risk factor titled “The blockchain related products and services that we are developing have the potential to be used in ways we do not intend, including for criminal or other illegal activities” in your Form 10 -K for the fiscal year ended December 31, 2017. Please disclose how you intend to secure your blockchain and the risk of manipulating you r blockchain technology.

Other

9. We note you issued a press release on December 22, 2017 disclosing that you may issue “tokens ” to support the implementation and operation of your Globally Shared Shopping Mall blockchain software system. However, disclosure in your registration statement only briefly refers to “tokens” in connection with DCON DigiPay. Please clarify whether you will be issuing tokens or accepting tokens as a form of payment for your products.

10. We note you issued a pre ss release on January 4, 2018 disclosing that your chief executive officer, Mr. Yongke Xue, gifted you a 5% equity interest in Nova Realm Limited. Please revise to disclose this transaction and provide a brief description of Nova Realm Limited’s business.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Karina V. Dorin, Staff Attorney, at (202) 551 -3763 or Loan Lauren P. Nguyen, Legal Branch Chie f, at (202) 551 -3642 w ith any questions.

Sincerely,
/s/ Loan Lauren P. Nguyen for

Show Raw Text
Mail Stop 4628
May 24, 2018

Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, National Development Bank Tower
No. 2 Gaoxin 1st Road, Xi’an, PRC 710075

Re: Future FinTech Group Inc.
  Registration Statement on Form S-3
Filed  May 4, 2018
  File No.  333-224686

Dear Mr. Yongke Xue :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

The Company, page 2

1. We note you are in the process of transitioning your main business operations and that
you anticipate generating revenues from your financing leasing business, the acquisition
and disposal of financia l assets and the application of blockchain technology for online
sales of products.  Please revise your disclosure to:
 clearly explain your plan of operations for each of your six enumerated  business
focuses  as described on page 3; and
 discuss the material  costs that you expect to incur in order  to provide all of the
services described in the prospectus.

For example, please describe the current business of your “bulk agricultural products spot
trading business and financial technology businesses,” and ex plain how such financial
technology business relates to such bulk agricultural products trading business.
Similarly, please provide a more specific discussion of your “related asset and equity

Yongke Xue
Future FinTech Group Inc.
May 24, 2018
Page 2

 investment management” focus, including a clear description of  the services you expect
to provide and who you expect your customers to be.   Please revise to address the six
enumerated  business focuses  as described on page 3.

2. You disclose your plans to take advantage of possible opportunities presented by the
expandi ng interest in “FinTech,” including blockchain technology, cryptocurrencies and
other forms of digital assets.  To the extent you are not engaged or you are engaged to
only a limited extent in a particular line of business, please include information to
eliminate any misleading inference to such line of business.

3. We note you will use blockchain  technology in different business segments, including
online sales and internet distribution businesses, agricultural products trading, to facilitate
financial payments and transactions, and to create new opportunities.  Please revise your
disclosure to cl arify how you intend to implement blockchain technology and the current
status of such technology, including whether your blockchain technology is developed
and operational,  and your plans and timeframes for such development if such product is
not operatio nal yet.  Please disclose whether such blockchain is or will be open and
public.  In addition, please clarify what portion of your business is related to e -commerce
as compared to blockchain technology and whether you have generated any revenue from
blockc hain related technology.

4. You disclose you have entered into a services agreement for the development of your
blockchain globally shared shopping mall platform.  Please clarify if this is your
agreement with Reits (Beijing) Technology Co. Ltd. or identif y the counterparty , and
disclose the material terms of this agreement.  We note that you filed a services
agreement as Exhibit 10.1 to your Form 8 -K on December 22, 2017 for the development
of your blockchain globally shared shopping mall platform .

5. We note you have signed a license agreement with Shaanxi Entai -Biotechnology Co. Ltd.
to serve as the sole global general distributor and operational platform for IB -Live.
Please describe the “platform for ‘IB -Live’” and clarify whether you currently use your
e-commerce platform to perform under this license agreement.

6. Please expand your disclosure to discuss the digital assets held by DCON DigiPay in
which you own 60% interest and how these assets will interact with the blockchain
platform Nova Realm Cit y.  We note you state that DCON DigiPay is the only accepted
payment system for Nova Realm City communities.  In this regard, revise to more clearly
explain what consists of the Nova Realm City communities.

Risk Factors, page 6

7. We note disclosure that  your activities are principally conducted by subsidiaries
operating in the PRC.  Please revise your disclosure to discuss how your new business
focus following the  contemplated  spin-off of your fruit juice business will impact your

Yongke Xue
Future FinTech Group Inc.
May 24, 2018
Page 3

 regulatory and business  risks.  In your revision, p lease include a discussion of the
government entities that enforce applicable regulations, including any PRC -regulations.

8. We note the risk factor titled “The blockchain related products and services that we are
developing have the potential to be used in ways we do not intend, including for criminal
or other illegal activities” in your Form 10 -K for the fiscal year ended December 31,
2017.  Please disclose how you intend to secure your blockchain and the risk of
manipulating you r blockchain technology.

Other

9. We note you issued a press release on December 22, 2017 disclosing that you may issue
“tokens ” to support the implementation and operation of your Globally Shared Shopping
Mall blockchain software system.  However, disclosure in your registration statement
only briefly refers to “tokens” in connection with DCON DigiPay.   Please clarify whether
you will be issuing tokens or accepting tokens as a form of payment for your products.

10. We note you issued a pre ss release on January 4, 2018 disclosing that your chief
executive officer, Mr. Yongke Xue, gifted you a 5% equity interest in Nova Realm
Limited.  Please revise to disclose this transaction and provide a brief description of Nova
Realm Limited’s  business.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Karina V. Dorin, Staff Attorney, at (202) 551 -3763  or Loan Lauren P.
Nguyen, Legal Branch Chie f, at (202) 551 -3642 w ith any questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen  for

John Reynolds
Assistant Director
Office of Natural Resources