SEC Comment Letter 0000000000-23-000528 to NFT Ltd (MI) (CIK 0001958713) (MI)
NFT Ltd (MI) (CIK 0001958713)
Date: Jan. 18, 2023 · CIK: 0001958713 · Accession: 0000000000-23-000528
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File numbers found in text: 333-268865
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United States securities and exchange commission logo
January 18, 2023
Kuangtao Wang
Chief Executive Officer
NFT Limited
Office Q 11th Floor, Kings Wing Plaza 2
No. 1 Kwan Street, Sha Tin, New Territories
Hong Kong
Re:NFT Limited
Registration Statement on Form F-4
Filed December 19, 2022
File No. 333-268865
Dear Kuangtao Wang:
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 comments 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, we may have additional comments.
Registration Statement on Form F-4
Proxy Statement/Prospectus Cover Page, page i
1.We note that registered shareholders and duly appointed proxyholders will be able to
attend, participate and vote at your 2022 annual meeting of shareholders. Further, certain
beneficial owners will be able to attend as a guest and view a webcast. Please revise your
disclosure here and elsewhere throughout this section of your prospectus as appropriate to
provide the website address for the webcast that allows these shareholders and other
guests to attend and view, but not participate in or vote at the meeting. Also, consistently
state whether you intend to engage a proxy solicitor, such as on page 24 where you make
no mention of Broadridge. Please advise if the website to the webcast will be provided by
your proxy solicitor, Broadridge.
FirstName LastNameKuangtao Wang
Comapany NameNFT Limited
January 18, 2023 Page 2
FirstName LastNameKuangtao Wang
NFT Limited
January 18, 2023
Page 2
Risk Factors
Risks Relating to the Merger and Reorganization
As a result of different shareholder voting requirements in the Cayman Islands relative to
Delaware..., page 19
2.As reflected in the title of this risk factor, you intend to redomicile your company from
Delaware to the Cayman Islands. However, the disclosure under this risk factor discusses
differences between Cayman Islands and Nevada law. Please revise your disclosure here
and elsewhere as appropriate to reflect discussion of Delaware rather than Nevada law.
Proposal No. 3-Approval of the Disposition
Description of the Proposed Disposition, page 36
3.We note your disclosure here regarding entering into an amended disposition agreement
for the sole purpose of correcting a clerical error regarding the purchase price of the
disposition of Hong Kong Takung and Hong Kong MQ. Please revise this section to
disclose that the original disposition agreement is attached as Annex C and
the amendment is attached as Annex F, similar to your disclosure under "The Disposition
Agreement" found on page 38. Further, please provide the text of the amendment to the
disposition agreement beginning on page Annex F-1. Currently, there is a heading
reflecting the inclusion of this document but no subsequent text in the body of Annex F.
Signatures, page II-3
4.We note that your registration statement is signed by Kuangtao Wang on behalf of Takung
Art Co., Ltd. as well as additional individuals serving in the capacity of directors and an
additional officer of Takung Art Co., Ltd. While this registration statement involves the
merger of Takung Art Co., Ltd. with NFT Limited as the surviving entity, this registration
statement on Form F-4 was filed on behalf of the registrant, NFT Limited. Please amend
your registration statement to include signatures by the appropriate party(ies) on behalf of
NFT Limited. See Instruction 1 to Item 22 of Form F-4.
General
5.We note that you did not include pro forma financial information or financial
statements in your filing for the registrant, NFT Limited. Please amend your registration
statement to provide financial information as applicable in accordance with Items 5 and 14
to Form F-4 and Item 8 of Form 20-F.
6.Ensure that you provide or incorporate by reference information about the company being
acquired, Takung Art, consistent with Instruction C to Form F-4 and Instruction C to
Form S-4, including financial statements.
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.
FirstName LastNameKuangtao Wang
Comapany NameNFT Limited
January 18, 2023 Page 3
FirstName LastName
Kuangtao Wang
NFT Limited
January 18, 2023
Page 3
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 Kate Beukenkamp at 202-551-3861 or Mara Ransom at 202-551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Joan Wu