Correspondence 0001213900-23-031171 from NFT Ltd (MI) (CIK 0001958713) (MI)
NFT Ltd (MI) (CIK 0001958713)
Date: April 20, 2023 · CIK: 0001958713 · Accession: 0001213900-23-031171
AI Filing Summary & Sentiment
File numbers found in text: 333-268865
Referenced dates: February 17, 2023
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CORRESP
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NFT Limited
Office Q 11th Floor, Kings Wing Plaza 2
No. 1 Kwan Street, Sha Tin, New Territories, Hong
Kong
April 20, 2023
VIA EMAIL
Attn: Kate Beukenkamp
Division of Corporation Finance
Office of Trade & Services
Re:
NFT Limited
Amendment No. 1 to Registration Statement on Form F-4
Filed February 7, 2023
File No. 333-268865
Dear Ms. Beukenkamp:
This letter is in response to the letter dated
February 17, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to NFT Limited (the “Company”, “we” or “our”), an exempt company formed
under the laws of Cayman Islands. For ease of reference, we have repeated the Commission’s comments in this response and numbered
them accordingly. An amended Registration Statement on Form F-4/A submitted accompanying this Response Letter is referred to as Amendment
No.2.
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
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.
Response: In response to the Staff’s
comments, we have revised the disclosures accordingly on Amendment No. 2.
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..
Response: In response to the Staff’s
comments, we have revised the disclosures accordingly on page 17 of Amendment No. 2 to include pro forma balance sheet and income statement
financial information as of December 31, 2022.
We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Joan Wu, Esq. of Hunter Taubman Fischer &
Li LLC, at (212) 530-2208.
Sincerely,
By:
/s/
Kuangtao Wang
Kuangtao Wang
Chief Executive Officer
NFT Limited
cc:
Joan Wu, Esq.