SEC Comment Letter for Future FinTech Group Inc. (FTFT) (CIK 0001066923) (FTFT) — Jan 3, 2020
Future FinTech Group Inc. (FTFT) (CIK 0001066923)
Date: Jan. 3, 2020 · CIK: 0001066923 · Accession: 0000000000-20-000070
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File numbers found in text: 001-34502
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January 3, 2020
Yongke Xue
Chief Executive Officer
Future FinTech Group Inc.
23F, China Development Bank Tower
No. 2 Gaoxin 1st Road
Xi’an, Shaanxi, China 710075
Re:Future FinTech Group Inc.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed December 26, 2019
File No. 001-34502
Dear Mr. Xue:
We have limited our review of your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
October 28, 2019 letter.
Preliminary Proxy Statement on Schedule 14A filed December 26, 2019
The Sale Transaction, page 22
1.We note your response to prior comment 4. Please provide in your proxy statement all
disclosure required by Item 1015(b) of Regulation M-A, including the method of
selection, compensation received and to be received, instructions received from the
subject company or affiliate, and any limitation imposed by the subject company or
affiliate on the scope.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 32
2.We note that the pro forma financial statements provided in response to comment 2
include pro forma adjustments referenced to notes (1) through (10). However, we note that
FirstName LastNameYongke Xue
Comapany NameFuture FinTech Group Inc.
January 3, 2020 Page 2
FirstName LastName
Yongke Xue
Future FinTech Group Inc.
January 3, 2020
Page 2
the pro forma adjustments described on page 38 are labelled (a) through (e) and do not
appear to explain the adjustments in the statements. Please revise the pro forma financial
statements to include notes that correctly reference the pro forma adjustments and that
explain the assumptions involved. Refer to Rule 11-02(b)(6) of Regulation S-X.
Unaudited Pro Forma Condensed Consolidated Balance Sheet , page 33
3.We note the pro forma adjustment increasing Accounts receivable, net of allowance, at
September 30, 2019 by $66,561,464. It appears, based on note (a) on page 38, that the
adjustment reflects "anticipated increased sales". Please refer to Rule 11-02(b)(6) of
Regulation S-X and explain to us how this pro forma balance sheet adjustment is directly
attributable to the transaction and factually supportable. Otherwise, please revise the pro
forma financial statements to remove the adjustment.
General
4.Please include the information required by Schedule 14A Item 6(d).
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.
You may contact Charles Eastman at (202) 551-3794 or Martin James, Senior Advisor, at
(202) 551-3671 if you have questions regarding comments on the financial statements and
related matters. Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso at (202)
551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Jeffrey Qiong Li, Esq.