SEC Comment Letter 0000000000-23-000847 to Future FinTech Group Inc. (FTFT) (CIK 0001066923) (FTFT)
Future FinTech Group Inc. (FTFT) (CIK 0001066923)
Date: Jan. 25, 2023 · CIK: 0001066923 · Accession: 0000000000-23-000847
AI Filing Summary & Sentiment
File numbers found in text: 001-34502
Referenced dates: December 16, 2022
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United States securities and exchange commission logo
January 25, 2023
Ming Yi
Chief Financial Officer
Future FinTech Group Inc.
Americas Tower
1177 Avenue of the Americas
Suite 5100
New York, NY 10036
Re:Future FinTech Group Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Response dated December 16, 2022
File No. 001-34502
Dear Ming Yi:
We have reviewed your December 16, 2022 response to our comment letter and have the
following 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
November 18, 2022 letter.
Response Letter dated December 16, 2022
Item 1. Business, page 2
1.We note your response to comment 4, as well as your revised reference to local
government; please revise to refer to the PRC government where you discuss permissions
that might be required to offer your securities to investors. Additionally, in each instance
where you discuss "permission requirements" or "permissions," please revise to expand
your discussion to permissions or approvals.
2.We also note your revised disclosure indicating that you are relying on the opinion of your
PRC counsel Fengdong Law Firm with respect to your conclusions that you are not
FirstName LastNameMing Yi
Comapany NameFuture FinTech Group Inc.
January 25, 2023 Page 2
FirstName LastName
Ming Yi
Future FinTech Group Inc.
January 25, 2023
Page 2
subject to the permission requirements from the China Securities Regulatory Commission,
Cyberspace Administration of China or any other entity that is required to approve of the
VIE’s operations. However, where you disclose that "[t]he VIE and certain subsidiaries
of the Company are incorporated and operating in mainland China and they have received
all required permissions from Chinese authorities to operate their current business in
China . . . ," we note that you do not appear to have relied upon an opinion of counsel. If
true, please revise to explain the basis for your conclusions that you have received all such
permissions or approvals from Chinese authorities to operate the current business in
China.
VIE Contractual Arrangements, page 4
3.We note your response to comment 7. In connection therewith:
•We note your revised disclosure that CCM Network is deemed to "have a controlling
financial interest" and "be primary beneficiary of E-Commerce Tianjin because it has
both of the following characteristics: (1) the power to direct activities at E-Commerce
Tianjin that most significantly impact such entity’s economic performance and (2) the
right to receive benefits from, E-Commerce Tianjin that could potentially be
significant to such entity." Please revise to state that CCM Network has a controlling
financial interest in, receives the economic benefits from, is the primary beneficiary
of and has the power to direct the activities of the VIE to the extent that it has
satisfied the conditions for consolidation of the VIE under U.S. GAAP.
•We note your disclosure revising references to "our VIE" to "the VIE" (e.g., page 1),
but your disclosure continues to use the term "our" in certain instances, such as your
references to "our consolidated VIE" (page 4), "our consolidated variable interest
entity" (pages iv, 2, 41, 42 and 48), and "Our VIE Contractual Arrangements" (page
41). Please revise.
•Please revise to remove the reference implying that you have the "ability to
effectively control our consolidated variable interest entity" on page 42.
FirstName LastNameMing Yi
Comapany NameFuture FinTech Group Inc.
January 25, 2023 Page 3
FirstName LastName
Ming Yi
Future FinTech Group Inc.
January 25, 2023
Page 3
You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Jennifer López Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jeffrey Li