SecProbe.io

March 13, 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
Amendment No. 1 to Registration Statement on Form F-3
Filed March 7, 2025
File No. 333-284912
Dear Kuangtao Wang:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our February 24, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-3
General
1.We note your response to our prior comment 1. However, it appears you are
not eligible to file a registration statement on Form F-3 at this time. Please amend
your registration statement on a form on which you are eligible to file.
We note your revisions in response to prior comment 2 on the cover page of the
prospectus. As initially requested, please include a prospectus summary pursuant to
Item 3 of Form F-3 and address the contents of prior comment 2. In addition, refer to
your disclosure in response to the third bullet point in prior comment 2 that the "laws
and regulations of the PRC do not currently have any material impact on transfer of
cash from Metaverse HK to NFT Exchange or from Metaverse HK to the Company 2.

March 13, 2025
Page 2
and the investors in the U.S." Please expand your disclosure to 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.
Cover Page
3.We note your revised disclosure on the cover page in response to prior comment
3 that "the legal and operational risks associated with having operations in the PRC
could also apply to operations in Hong Kong due to increasing regulatory
oversight." Please revise your disclosure here, in the prospectus summary, and the risk
factors to clearly state that the legal and operational risks associated with having
operations in the PRC apply to operations in Hong Kong.
4.We note your revised disclosure in response to prior comment 5 and reissue in part.
Please identify your auditor on the cover page and disclose that your auditor is located
in Singapore.
Enforceability of Civil Liabilities, page 31
5.Refer to your revisions in response to prior comment 9. We note your disclosure on
the cover page that "[y]our officers and [y]our present directors reside primarily in
Hong Kong and China," your disclosure on page 4 that as of the date of the
prospectus, you "do not have any...personnel in mainland China," and your disclosure
on page 32 that currently, "one of [y]our directors are based in Hong Kong." Please
revise as appropriate to reconcile any discrepancies, and clearly disclose the identity
of each officer and director located in China and Hong Kong. In addition, please
include the risk factor on page 9 of your Form 20-F filed May 16, 2024 regarding the
difficulty of enforcing liabilities against your officers, directors and assets based in
Hong Kong in the Risk Factors section of your registration statement and, in your
registration statement, revise the risk factor to include disclosure regarding the
jurisdictions in which your officers and directors are located.
            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.