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CORRESP
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Future
FinTech Group Inc.

December
16, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-0405

    Attention:
    Amy
    Geddes

    Doug
    Jones

    Brian
    Fetterolf

    Jennifer
    Lopez Molina

    Re:
    Future
    FinTech Group Inc.

    Form
                                            10-K for the Year Ended December 31, 2021

    Filed
    April 15, 2022

    File
    No. 001-34502

Ladies
and Gentlemen:

Future
FinTech Group Inc. (“FTFT” or the “Company” and sometimes referred to as “we” or “our”)
is submitting this letter and the following information in response to a letter, dated November 18, 2022, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K
for the year ended December 31, 2021 (the “Form 10-K”) filed with the Commission on April 15, 2022.

Concurrently
with the submission of this letter, the Company has furnished the Amendment No. 1 of the Form 10-K (the “Form 10-K/A”) hereto
as Annex A. Once the comments are cleared by the Staff, the Company will file the Amendment No. 1 to the Form 10-K for 2021 with the
Commission publicly.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses.

Response
Letter Dated October 19, 2022 Item 1. Business

Overview,
page 1

 1. We
note your response to comment 3, as well as your revised disclosure that “[i]n addition, these VIE agreements have not been truly
tested in the courts in China and Chinese regulatory authorities could disallow the VIE structure . . . .” To prominently disclose
such risks to investors, please revise to include this new disclosure (ending with your disclosure that “investors may never hold
equity interests in the VIE”) at the beginning of Item 1. Please also revise to include a cross-reference to your detailed discussion
of risks facing the company as a result of your structure.

Response:
We have revised to include this new disclosure at the beginning of Item 1 on page 2. We have also revised to include a cross-reference
to our detailed discussion of risks facing the company as a result of our structure on page 2.

 2. We
                                            note your response to comment 4, as well as your revised disclosure. Please also revise to
                                            discuss the Accelerating Holding Foreign Companies Accountable Act, as you do on page 38.

Response:
We have revised to discuss the Accelerating Holding Foreign Companies Accountable Act on page 1.

    1

 3. We
                                            note your response to comment 5, as well as your revised disclosure that “neither any
                                            of our subsidiaries or the VIE has made any dividends or other distributions to our holding
                                            company or any U.S. investors as of the date of this report.” Please revise to clarify
                                            whether any cash transfers have been made to date as well. Additionally, where you discuss
                                            “[t]o the extent cash and/or assets in the business are in the PRC and/or Hong Kong
                                            . . . ,” please include a cross-reference to your risk factor on page 36.

Response:
We have revised to clarify no cash transfers have been made to our holding company or any U.S. investors to date on page 1. We also
included a cross-reference to our risk factor on page 38 where we discuss “[t]o the extent cash and/or assets in the business are
in the PRC and/or Hong Kong . . . ,”

 4. We
                                            note your response to comment 6, as well as your revised disclosure that “we, our subsidiaries
                                            and VIE in China are not subject to permission requirements from the China Securities Regulatory
                                            Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or
                                            any other entity that is required to approve of our VIE’s operations.” We also
                                            note that you subsequently state that “it is uncertain when and whether we, our Chinese
                                            subsidiaries or VIE, might be required to obtain permission from the PRC government to list
                                            on U.S. exchanges in the future.” Please revise in each instance to expand your discussion
                                            to permissions or approvals to operate your business (as opposed to solely the VIE’s operations)
                                            and to offer your securities to foreign investors (as opposed to listing). Additionally,
                                            with respect to your disclosure discussing if “applicable laws, regulations, or interpretations
                                            change and we or our subsidiaries are required to obtain such permissions or approvals in
                                            the future,” please revise to also discuss the consequences if the VIE, is required
                                            to obtain such permissions or approvals in the future. Last, we note that you do not appear
                                            to have relied upon an opinion of counsel with respect to your conclusions that you do not
                                            need any permissions and approvals to operate your business and to offer securities to investors.
                                            If true, state as much and explain the basis upon which you made the determination that you
                                            are not required to obtain permissions or approvals from the CSRC, CAC or other entities.

Response:
We have revised our disclosure on page 1 and 2 to expand our discussion to permissions or approvals to operate our business (as opposed
to solely the VIE’s operations) and to offer our securities to foreign investors (as opposed to listing). We have also revised our disclosure
on page 2 discussing the consequences if the VIE is required to obtain such permissions or approvals in the future.

We
have revised our disclosure on page 2 to state it is in the opinion of our PRC counsel that we are not required to obtain permissions
or approvals from the CSRC, CAC or other entities.

 5. Please
                                            revise the diagram of your organizational structure on page 3 to identify the person(s) or
                                            entity(ies) that own the equity of Future FinTech Group Inc. In this regard, please identify
                                            the equity percentage held by your public shareholders, as well as any other shareholders
                                            that would be disclosed as beneficial owners pursuant to Item 12 of Form 10-K and Item 403
                                            of Regulation S-K (e.g. Zeyao Xue, as well as your directors and officers as a separate group).

Response:
We have revised the diagram of our organizational structure on page 3 to identify the person(s) or entity(ies) that own more
than 5% of the equity of Future FinTech Group Inc.

    2

Our
VIE Contractual Arrangements, page 4

 6. We
                                            note your response to comment 7, as well as your revised disclosure. Please disclose the
                                            risk that you may incur substantial costs to enforce the terms of the arrangements, as you
                                            do on page 40, where you state that “[i]f our consolidated VIE or its shareholders fail
                                            to perform their respective obligations under the contractual arrangements, we may have to
                                            incur substantial costs and expend additional resources to enforce such arrangements.”

Response:
We have revised to disclose the risk that we may incur substantial costs to enforce the terms of the arrangements if our consolidated
VIE or its shareholders fail to perform their respective obligations under the contractual arrangements on page 4.

 7. We
                                            note your response to comment 8, as well as your revised disclosure that you “are regarded
                                            as the primary beneficiary of our VIE for accounting purposes.” Where you disclose that
                                            you “receive substantially all of the economic benefits of our VIE” and that your
                                            “contractual arrangements with our VIE . . . allow us to (i) exercise effective control
                                            over our VIE,” revise to qualify such statement with a clear description of the conditions
                                            you have satisfied for consolidation of the VIE under U.S. GAAP and also clarify that you
                                            are the primary beneficiary of the VIE for accounting purposes, and make conforming changes
                                            throughout the prospectus where you discuss “economic benefits.” Make conforming
                                            changes in your sub-headings entitled “Agreements that Allow us to Receive Economic
                                            Benefits from our VIE” and “Agreements that Provide us with Effective Control over
                                            our VIE,” and where you discuss “economic benefits” on page 39, 40 and 46.
                                            Please also revise your references to “our VIEs” (e.g., page 1), “our subsidiaries
                                            and VIE” (e.g., page 2) and “our consolidated VIE (e.g., page iv) to refrain from
                                            using the term “our” when describing the VIEs.

Response:
We have revised disclosure with a clear description of the conditions we have satisfied for consolidation of the VIE under U.S. GAAP
and also clarify that we are the primary beneficiary of the VIE for accounting purposes on page 4, and make conforming changes throughout
the report where we discuss economic benefits.

We have deleted sub-headings entitled
“Agreements that Allow us to Receive Economic Benefits from our VIE” and “Agreements that Provide us with Effective
Control over our VIE,” and made conforming changes in the places where we discuss “economic benefits” on page 41, 42
and 48.

We
have also revised our references to “our VIEs”, “our subsidiaries and VIE” and “our consolidated VIE to refrain
from using the term “our” when describing the VIEs.

Selected
Condensed Consolidated Financial Schedule of the Company and Its Subsidiaries and VIE, page 6

 8. In
                                            regard to your intended amended filing, please explain to us and disclose for this schedule:

 ● What
                                            each of the entities “Future FinTech,” “parent,” “subsidiaries,”
                                            “PRC,” “Hong

Kong
subsidiaries” and “VIE” represent and their relation to one another.

 ● How
                                                                                                                                                                                                                                                                                                                                               amounts under the “Future FinTech” column relate to the amounts in the “Consolidated Total”
                                                                                                                                                                                                                                                                                                                                               column.

Response:
We have revised the filing and disclose for this schedule each of the entities “Future FinTech,” “parent,” “subsidiaries,”
“PRC,” “Hong Kong subsidiaries” and “VIE” represent and their relation to one another. We have also disclosed
how amounts under the “Future FinTech” column relate to the amounts in the “Consolidated Total” column on page 8.

 9. Please
                                            provide in this schedule a column solely for the wholly foreign owned entity in your organization
                                            structure that is the primary beneficiary of the VIE, and identify what this entity is.

Response: We have provided in
this schedule on page 8 a column solely for Cloud Chain Network and Technology (Tianjin) Co., Limited (“CCM Network” or “CCM
Tianjin”), the wholly foreign owned entity in our organization structure that is the primary beneficiary of the VIE.

    3

 10. As
                                            noted in comment 11, please revise this schedule to present major line items such as revenue,
                                            cost of goods/services and other material expenses, and subtotals and disaggregated intercompany
                                            balances, such as separate line items for intercompany receivables/payables and investment
                                            in subsidiaries.

Response:
We have revised this schedule to present major line items such as revenue, cost of goods/services and other material expenses, and
subtotals and disaggregated intercompany balances, such as separate line items for intercompany receivables/payables and investment in
subsidiaries.

 11. Please
                                            provide this schedule for each period presented in the filing.

Response: We have revised this
schedule to provide for each period presented in the filing on page 8.

“If
the PRC government deems that the contractual arrangement . . . “, page 39

 12. We
                                            note your response to comment 14, as well as your revised disclosure that names Fengdong
                                            Law Firm as your “Chinese counsel.” However, you continue to maintain separate
                                            references to your “PRC counsel.” Please revise to name Fengdong Law Firm in each
                                            instance in which you rely upon them in the filing, and to the extent that your Chinese counsel
                                            and your PRC counsel are the same, please revise your language to ensure consistency.

Response:
We have revised the disclosure to name Fengdong Law Firm in each instance in which we rely upon them in the filing, and also revised
our Chinese counsel to PRC counsel to ensure consistency.

Item
10 - Directors, Executive Officers and Corporate Governance, page 59

 13. We
                                            note your response to comment 13, as well as your revised disclosure that “[a]ll of
                                            our directors and officers reside outside of the United States, except for Mr. Yang Liu,
                                            who is located in New York.” As your response indicates that certain of such directors
                                            and officers reside in the PRC/Hong Kong, please revise to state that is the case and identify
                                            which individuals reside in the PRC/Hong Kong.

Response: We have revised disclosure
to state that Mr. Mingjie Zhao and Ms. Ying Li reside in the Uni