SecProbe.io

February 24, 2025
Kuangtao Wang
Chief Executive Officer and Chairman
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-3
Filed February 13, 2025
File No. 333-284912
Dear Kuangtao Wang:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-3
General
1.We note that your annual report on Form 20-F for the fiscal year ended December 31,
2023 filed on May 16, 2024 does not appear to have been timely filed. In this regard,
we note that the company relied upon Rule 12b-25(b) with respect to its annual report
but the annual report was not actually filed within the prescribed time period
permitted by the rule. Accordingly, it does not appear that you meet the eligibility
requirements set forth in General Instruction I.A.2 of Form F-3. Please explain to us
why you believe you are eligible to file on Form F-3 or amend your registration
statement onto an appropriate form.

February 24, 2025
Page 2
2.Please include a prospectus summary pursuant to Item 3 of Form F-3. In the
prospectus summary, please also address the following:
•Provide early in the summary a diagram of the company’s corporate structure,
identifying the person or entity that owns the equity in each depicted entity.
Identify clearly the entity in which investors are purchasing their interest and the
entity(ies) in which the company’s operations are conducted.
•Disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors. State whether you or your subsidiaries are
covered by permission requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve your company’s operations, and
state affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied. Please
also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future. With respect to your disclosure
on page 11 of your Form 20-F filed May 16, 2024 that you are not currently
required to obtain any permissions or approvals form the CSRC, the CAC or any
other PRC governmental authority, please disclose in your registration statement
and state whether you relied on the advice of counsel, and, if so, identify counsel
and include a consent.
•Provide a clear description here of how cash is transferred through your
organization. Disclose your intentions to distribute earnings or settle amounts
owed under your operating structure. Quantify any cash flows and transfers of
other assets by type that have occurred between the holding company and its
subsidiaries, and direction of transfer. Quantify any dividends or distributions that
a subsidiary has made to the holding company and which entity made such
transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Please also
disclose whether you have cash management policies that dictate how and when
funds are transferred or distributed. Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date. Describe any
restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on
your ability to distribute earnings from the company, including your subsidiaries,
to the parent company and U.S. investors as well as the ability to settle amounts
owed under applicable agreements.  If no difficulties are identified, then state that
there is no assurance that the PRC government will not intervene or impose
restrictions on your company’s ability to transfer cash into or out of Hong Kong.
3.Please add disclosure that clarifies that the legal and operational risks associated with
having operations in mainland China also apply to having operations in Hong Kong.

February 24, 2025
Page 3
Cover Page
4.Please revise to specify that the PRC regulatory authorities could disallow
your corporate structure, which would likely result in a material change in your
operations or a material change in the value of your securities, including that such
event could cause the value of your securities to significantly decline or become
worthless. Also revise to include a specific cross-reference to the detailed discussion
of risks facing the company and the offering as a result of your corporate structure and
add risk factor disclosure that highlights the risk that if regulations related to your
corporate structure change or are interpreted differently in the future, the securities
you are registering may decline in value or become worthless.
5.Please provide prominent disclosure about your corporate structure and the legal and
operational risks associated with being based in or having the majority of the
company’s operations in China. In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion
of these risks in your Form 20-F. For example, specifically discuss risks arising from
the legal system in China, including risks and uncertainties regarding the enforcement
of laws and that rules and regulations in China can change quickly with little advance
notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material
change in your operations and/or the value of the securities you are registering for
sale. Your disclosure should address how recent statements and regulatory actions by
China’s government, such as those related to data security or anti-monopoly concerns,
have or may impact the company’s ability to conduct its business, accept foreign
investments, or list on a U.S. or other foreign exchange. Acknowledge any risks that
any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. In addition, please identify your auditor, and, if true, disclose
here that your auditor is located in the U.S.
6.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting
the business operations. For example, disclose, if true, that your subsidiaries conduct
operations in Hong Kong and that the holding company does not conduct operations.
Disclose clearly the entity (including the domicile) in which investors are purchasing
an interest.
7.Provide a description of how cash is transferred through your organization and
disclose your intentions to distribute earnings or settle amounts owed under applicable
agreements. State whether any transfers, dividends, or distributions have been made to
date between the holding company and its subsidiaries, or to investors, and quantify
the amounts where applicable. In addition, provide cross-references to the
consolidated financial statements in your Form 20-F filed May 16, 2024.

February 24, 2025
Page 4
8.Refer to your disclosure on page 11 of your Form 20-F filed May 16, 2024. Please
disclose here how, if at all, the Trial Measures apply to this transaction, whether
you and relevant parties to this transaction have complied with your obligations under
the Trial Measures, and the risks to investors of non-compliance. In addition, please
revise to clarify here how it was determined that the company is not subject to the
Trial Administrative Measures. If you are relying on the opinion of counsel for this
determination, revise to identify counsel and to include counsel's consent as an exhibit
to the registration statement.
Enforceability of Civil Liabilities, page 31
9.We note your disclosure that some of your directors and officers are residents of
jurisdictions other than the United States and all or a substantial portion of their assets
are located outside the United States. Please revise your disclosure to specify the
jurisdictions in which your assets and directors and officers are located, identifying
each officer and/or director located in China and/or Hong Kong, and disclose
the difficulty of enforcing liabilities and judgments in these jurisdictions. For
example, revise to discuss more specifically the limitations on investors being able to
effect service of process and enforce civil liabilities in China and/or Hong Kong, lack
of reciprocity and treaties, and cost and time constraints. In addition, we note your
risk disclosure on page 9 of your Form 20-F filed May 16, 2024 regarding the
difficulty of acquiring jurisdiction and enforcing liabilities against your officers,
directors and assets based in Hong Kong. Include this risk factor as a risk factor and in
your registration statement and, in your registration statement, make corresponding
changes to the risk factor. Also, to the extent that you relied on an opinion of counsel,
please identify counsel and include counsel's consent as an exhibit.
            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.
            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 Irene Paik at 202-551-6553 or Sonia Bednarowski at 202-551-3666
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Joan Wu, Esq.