Correspondence 0001213900-23-011122 from Future FinTech Group Inc. (FTFT) (CIK 0001066923) (FTFT)
Future FinTech Group Inc. (FTFT) (CIK 0001066923)
Date: Feb. 14, 2023 · CIK: 0001066923 · Accession: 0001213900-23-011122
AI Filing Summary & Sentiment
File numbers found in text: 001-34502
Referenced dates: December 16, 2022
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filename1.htm
Future
FinTech Group Inc.
February 14, 2023
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
Response dated December 16, 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 January 25, 2023, 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 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.
Response:
We have revised the local government to the PRC government where we discuss permissions that might be required to offer our securities
to investors on page 2. Additionally, in each instance where we discuss “permission requirements” or “permissions,”
we have expanded our discussion to permissions or approvals on page 49.
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 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.
Response:
We have revised our disclosure to explain that we based on the opinion of our PRC legal counsel Fengdong Law Firm to reach our conclusions
that the VIE and certain subsidiaries of the Company that are incorporated and operating in mainland China have all the permissions or
approvals from Chinese authorities to operate their current business in China on page 1 and page 49.
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.
Response: We have revised the
disclosure 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 on page 4.
● 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.
Response:
We have revised the term “our” to “the” in our consolidated VIE” on page 4, “our consolidated variable
interest entity” on pages iv, 2, 41, 42 and 48, and “Our VIE Contractual Arrangements” on page 41.
● Please revise to remove the reference implying that you have the “ability
to effectively control our consolidated variable interest entity” on page 42.
Response:
We have revised the disclosure to remove the reference that we have the “ability to effectively control our consolidated variable
interest entity” on page 42.
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If you have any further comments
or require any further information or if any questions should arise in connection with this submission, please call Mr. Jeffrey Li at
(703) 618-2503 at FisherBroyles, LLP.
Very truly yours,
/s/ Shanchun Huang
Shanchun Huang
Chief Executive Officer
Future FinTech Group Inc.
3
Annex A
(The Form 10-K/A is currently subject to the Staff
review which is not filed publicly until all the proposed amended disclosure is cleared of the comments from the Staff)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2021
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period
from _________ to _________
Commission File Number
001-34502
Future FinTech Group
Inc.
(Exact name of registrant
as specified in its charter)
Florida
98-0222013
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
Americas
Tower, 1177 Avenue of The Americas
Suite 5100, New York, NY
10036
(Address of principal executive offices)
(Zip Code)
Registrant’s Telephone
Number: 888-622-1218
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
Common Stock, $0.001 par value
Nasdaq Capital Market
Securities registered
pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in rule 405 of the Securities Act. Yes ☐
No ☒
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge,
in definitive proxy statement or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes ☐ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐
No ☒
The aggregate market value of voting and nonvoting
stock held by non-affiliates of the registrant, based upon the closing price of $3.15 per share for shares of the registrant’s
Common Stock on June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter as reported
by the NASDAQ Capital Market, was approximately $163 million.
The number of shares of Common Stock outstanding as of April 12,
2022 was 70,067,147.
EXPLANATORY NOTE
In response to a comment letter received from
the Securities and Exchange Commission (the “SEC”), dated September 21, 2022, Future FinTech Group, Inc. (the “Company,”
“we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form
10-K for the year ended December 31, 2021, originally filed with the SEC on April 15, 2022 (the “Original Form 10-K”) to
agree with the Company’s responses to the comments from the staff of the SEC.
This Form 10-K/A should be read in conjunction
with the Company’s periodic filings made with the SEC subsequent to the filing date of the Original Form 10-K, including any amendments
to those filings, as well as any Current Reports, filed on Form 8-K subsequent to the date of the Original Form 10-K. In addition, in
accordance with applicable rules and regulations promulgated by the SEC, the Company’s Chief Executive Officer and Chief Financial
Officer are providing currently dated certifications in connection with this Form 10-K/A. The certifications are filed as Exhibits 31.1,
31.2, 32.1 and 32.2. Because this Form 10-K/A sets forth the Original Form 10-K in its entirety, it includes both items that have been
changed as a result of the amended disclosures and items that are unchanged from the Original Form 10-K. Other than the revision of the
disclosures as discussed our response letters to SEC, this Form 10-K/A speaks as of the original filing date of the Original Form 10-K
and has not been updated to reflect other events occurring subsequent to the original filing date. This includes forward-looking statements
and all other sections of this Form 10-K/A that were not directly impacted by this amendment, which should be read in their historical
context.
FUTURE FINTECH GROUP
INC.
Annual
Report on Form 10-K for Fiscal Year Ended December 31, 2021
PART I
1
ITEM 1 – BUSINESS
1
ITEM 1A – RISK FACTORS
28
ITEM 1B – UNRESOLVED
STAFF COMMENTS
47
ITEM 2 – PROPERTIES
47
ITEM 3 – LEGAL PROCEEDINGS
47
ITEM 4 – MINE SAFETY
DISCLOSURES
47
PART II
48
ITEM 5 – MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
48
ITEM 6 – [RESERVED]
49
ITEM 7 – MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
50
ITEM 7A – QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
59
ITEM 8 – FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
59
ITEM 9 – CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
59
ITEM 9A – CONTROLS
AND PROCEDURES
59
ITEM 9B – OTHER INFORMATION
60
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS.
60
PART III
61
ITEM 10 – DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
61
ITEM 11 – EXECUTIVE
COMPENSATION
65
ITEM 12 – SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
69
ITEM 13 – CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
70
ITEM 14 – PRINCIPAL
ACCOUNTING FEES AND SERVICES
70
PART IV
72
ITEM 15 – EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
72
SIGNATURE
77
i
NOTE CONCERNING FORWARD-LOOKING
STATEMENTS
This Annual Report on Form 10-K for the fiscal
year ended December 31, 2021 (“Annual Report”) of Future Fintech Group, Inc. (together with our direct or indirect subsidiaries,
“we,” “us,” “our”, “the Company” or “Future FinTech”) includes forward-looking
statements regarding, among other things, Future FinTech’s plans, strategies and prospects, both business and financial. Although
Future FinTech believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are
reasonable, Future FinTech cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under
“Risk Factors” from time to time in Future FinTech’s filings with the SEC. Many of the forward-looking statements
contained in this presentation may be identified by the use of forward-looking words such as “believe”, “expect”,
“anticipate”, “should”, “planned”, “will”, “may”, “intend”, “estimated”,
“aim”, “on track”, “target”, “opportunity”, “tentative”, “positioning”,
“designed”, “create”, “predict”, “project”, “seek”, “would”,
“could”, “continue”, “ongoing”, “upside”, “increases” and “potential”,
among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this
presentation are set forth in other reports or documents that we file from time to time with the SEC, and include, but are not limited
to:
●
fluctuations in the supply of products from our suppliers;
●
the expected growth of the online retail and supply chain industries
in China, asset management business in Hong Kong and global financial technology industry;
●
changes in general economic conditions and conditions adversely
affecting the businesses in which Future FinTech is engaged;
●
changes in U.S., China and global financial and equity markets,
including market disruptions and significant interest rate fluctuations, which may impede our access to, or increase the cost of,
external financing for our operations and investments;
●
our success in implementing