SEC Comment Letter 0000000000-23-001641 to NFT Ltd (MI) (CIK 0001958713) (MI)
NFT Ltd (MI) (CIK 0001958713)
Date: Feb. 17, 2023 · CIK: 0001958713 · Accession: 0000000000-23-001641
AI Filing Summary & Sentiment
File numbers found in text: 333-268865
Letter
United States securities and exchange commission logo February 17, 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 Amendment No. 1 to Registration Statement on Form F-4 Filed February 7, 2023 File No. 333-268865 Dear Kuangtao Wang: We have reviewed your amended registration statement 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 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. Unless we note otherwise, our references to prior comments are to comments in our January 18, 2023 letter. Amendment No. 1 to Registration Statement on Form F-4 Filed February 7, 2023 Other Information Proxy Solicitation, page 59 1.We note our response to prior comment 1, including deletions to remove the references to engaging Broadridge as your proxy solicitor. However, we note that your risk factor disclosure on page 23 continues to reference "proxy solicitation fees." Please revise your disclosure to make clear whether you are engaging any proxy solicitation services as we note that in this section to you continue to state that "[t]he solicitation of proxies is made on behalf of the Board and we will bear the cost of soliciting proxies." We also note that elsewhere in your disclosure it appears that Broadridge continues to assist you with voting
FirstName LastNameKuangtao Wang Comapany NameNFT Limited February 17, 2023 Page 2 FirstName LastName Kuangtao Wang NFT Limited February 17, 2023 Page 2 services in connection with your annual meeting, for example. Please revise your disclosure to make clear the services Broadridge is providing in connection with your annual meeting and proxy vote. General 2.We note your response to prior comment 5, including regarding pro forma financial information. Please revise your disclosure to include pro forma: (i) balance sheet and income statement financial information as of December 31, 2021 and (ii) interim financial information as of September 30, 2022. Additionally, we note the inclusion of your pro forma financial information with your historical financial statements as reflected in your Index to Financial Statements. Please revise your disclosure to present this financial information within your prospectus pursuant to the requirements of Form F-4 and revise your indication on page 17 that no pro forma financial information has been presented. Refer to Item 3(e) of Form F-4 and Rule 11-02(a)(12) of Regulation S-X. 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
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United States securities and exchange commission logo
February 17, 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
Amendment No. 1 to Registration Statement on Form F-4
Filed February 7, 2023
File No. 333-268865
Dear Kuangtao Wang:
We have reviewed your amended registration statement 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 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. Unless we note
otherwise, our references to prior comments are to comments in our January 18, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4 Filed February 7, 2023
Other Information
Proxy Solicitation, page 59
1.We note our response to prior comment 1, including deletions to remove the references to
engaging Broadridge as your proxy solicitor. However, we note that your risk factor
disclosure on page 23 continues to reference "proxy solicitation fees." Please revise your
disclosure to make clear whether you are engaging any proxy solicitation services as we
note that in this section to you continue to state that "[t]he solicitation of proxies is made
on behalf of the Board and we will bear the cost of soliciting proxies." We also note that
elsewhere in your disclosure it appears that Broadridge continues to assist you with voting
FirstName LastNameKuangtao Wang
Comapany NameNFT Limited
February 17, 2023 Page 2
FirstName LastName
Kuangtao Wang
NFT Limited
February 17, 2023
Page 2
services in connection with your annual meeting, for example. Please revise your
disclosure to make clear the services Broadridge is providing in connection with your
annual meeting and proxy vote.
General
2.We note your response to prior comment 5, including regarding pro forma financial
information. Please revise your disclosure to include pro forma: (i) balance sheet and
income statement financial information as of December 31, 2021 and (ii) interim financial
information as of September 30, 2022. Additionally, we note the inclusion of your pro
forma financial information with your historical financial statements as reflected in your
Index to Financial Statements. Please revise your disclosure to present this financial
information within your prospectus pursuant to the requirements of Form F-4 and revise
your indication on page 17 that no pro forma financial information has been presented.
Refer to Item 3(e) of Form F-4 and Rule 11-02(a)(12) of Regulation S-X.
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