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NFT Limited

Office Q 11th Floor, Kings Wing Plaza 2,

No.1 Kwan Street, Sha Tin, New Territories

Hong Kong

August 15, 2025

VIA EDGAR

Irene Paik

Sonia Bednarowski

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

    Re:
    NFT Limited

    Registration Statement on Form F-1

Filed on June 23, 2025

File No. 333-288243

Dear Ms. Paik and Ms. Bednarowski:

NFT Limited (the “Company”,
“NFT,” “we”, “us” or “our”) hereby transmits its response
to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated June 30, 2025 regarding our registration statement on Form F-1 previously submitted on June 23, 2025 (the “Form F-1”).
For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. A amendment to
the Company’s registration statement on Form F-1 (the “Amendment”) is being filed to accompany this letter.

Registration Statement on Form F-1

General

 1. We
note you are registering for resale 9,253,262 shares of Class A ordinary shares. Given the size of the offering relative to the number
of shares outstanding, please provide us with a detailed analysis as to why you believe the transaction is appropriately characterized
as a secondary offering that is eligible to be made under Rule 415(a)(1)(i), rather than a primary offering in which the selling shareholder
is actually an underwriter selling on your behalf. For guidance, please see Question 612.09 of the Division’s Securities Act Rules
Compliance & Disclosure Interpretations.

Response: In response to the Staff’s
comment, we acknowledge the Staff’s comment, but for the reasons set forth below, we respectfully submit that the offering contemplated
by the Company’s registration statement (the “Registration Statement”) is a valid secondary offering by or on behalf
of the selling shareholders of Class A ordinary shares (the “Ordinary Shares”) that may be registered for resale on a continuous
basis pursuant to Rule 415(a)(1)(i).

Rule 415 Analysis

Rule 415(a)(1)(i) provides that securities may
be registered for an offering to be made on a continuous or delayed basis in the future, provided that the registration statement pertains
only to securities “which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary
of the registrant or a person of which the registrant is a subsidiary.” In other words, Rule 415(a)(1)(i) permits an issuer to register
securities to be sold on a delayed or continuous basis by Selling Stockholders in a secondary offering.

In Securities Act Rules Compliance and Disclosure
Interpretation, Question 612.09 (“C&DI 612.09”), the Staff recognized the importance of the characterization of an offering
as a primary or secondary offering and identified the relevant factors to be considered in analyzing the characterization of an offering.
C&DI 612.09 provides as follows:

“It is important to identify whether a purported
secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf of an issuer.
Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery requirements.
In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form in some cases
will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering, or because Rule 415(a)(1)(i)
is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of Rule 415). The
question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question
of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances
under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business
of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the
issuer.” (italics added)

The Company has reviewed the factors set forth
in C&DI 612.09 and analyzed each of those factors as applied to the private placement financings, which analysis is set forth below.
Based on the Company’s consideration of the totality of the facts and circumstances of the private placement financings and each
of the factors set forth in C&DI 612.09, the Company believes that the proposed resale of Ordinary Shares by the Selling Stockholders
as contemplated by the Registration Statement should be characterized as a secondary offering, and that all of the Ordinary Shares can
be registered for resale by the Selling Stockholders pursuant to Rule 415(a)(1)(i).

 (a) How
long the Selling Stockholders have held the securities

We note that there is no mandatory holding period
for a PIPE transaction such as the Company’s private placement financings to be characterized as a valid secondary offering. As
a result, the current holding period and the additional future period that the Company anticipates to elapse before resales of the Ordinary
Shares are made by the Selling Stockholders are substantially longer than the holding period required by the Staff for a valid PIPE transaction.
As noted by the Staff in Securities Act Sections Compliance and Disclosure Interpretation, Question 139.11 (“C&DI 139.11”),
a valid secondary offering could occur immediately following the closing of a private placement. C&DI 139.11 provides as follows:

“In a PIPE transaction, a company will be
permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the
securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is at market
risk at the time of filing of the resale registration statement. The investor must be irrevocably bound to purchase a set number of securities
for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration
statement or at any subsequent date. When a company attempts to register for Ordinary Shares underlying unissued, convertible securities,
the PIPE analysis applies to the convertible security, not to the underlying Ordinary Shares. There can be no conditions to closing that
are within an investor’s control or that an investor can cause not to be satisfied. For example, closing conditions in capital formation
transactions relating to the market price of the company’s securities or the investor’s satisfactory completion of its due diligence on
the company are unacceptable conditions. The closing of the private placement of the unissued securities must occur within a short time
after the effectiveness of the resale registration statement.” (italics added)

The Company believes this concept conforms to
the custom and practices in many PIPE transactions. In many PIPE transactions, a registration statement is required to be filed shortly
after closing (often 30-45 days) and declared effective shortly after filing (often 90-150 days after closing). The Company is not aware
that the Staff has taken the position that the period of time elapsing between a closing and effectiveness of a registration statement
has raised concerns about whether the offering is a valid secondary offering, and the Company believes such a position would be inconsistent
with C&DI 139.11 and C&DI 139.27 mentioned above, which allows inclusion of the securities sold after a registration statement
is filed if the registration statement is not yet effective.

    2

The Company also notes that there are many reasons,
other than to effect an immediate resale, why investors may prefer securities to be registered, including that: (i) some private investment
funds are required to mark their portfolios to market and if portfolio securities are not registered, such investors are required to mark
down the book value of those securities to reflect an illiquidity discount and (ii) not registering the shares would prevent investors
from taking advantage of market opportunities or from liquidating their investment if there is a fundamental shift in their original investment
determination about the issuer.

The Selling Stockholders have borne the investment
risk of their securities and will continue to bear this investment risk for a potential substantial additional period before they can
make significant resales of such securities. Because the Selling Stockholders have been, and continue to be, subject to market risk if
the market price of the Company’s Ordinary Shares declines, their willingness to participate in the private placement financing
with the knowledge that they may not be able to exit their positions at a profit and that their ability to fully exit their positions
would likely be restricted for an extended period of time provides evidence that they purchased such securities with the intent to invest
(and not with the intent to effect a distribution, as an underwriter would have).

The factors discussed above support the conclusion
that the offering pursuant to the Registration Statement is a valid secondary offering.

 (b) The
circumstances under which the Selling Stockholders received the securities

The securities were issued and sold to the Selling
Stockholders in an arm’s-length private placement transaction that complied in all respects with C&DI 139.11, Section 4(a)(2)
of the Securities Act or Rule 506 promulgated thereunder. As set forth in the Registration Statement, the Company will not receive any
proceeds from the resale of Ordinary Shares by the Selling Stockholders.

No Selling Stockholder is acting on the Company’s
behalf with respect to the registration of the Ordinary Shares for resale under the Registration Statement and, other than the registration
rights granted to the Selling Stockholders, the Company has no contractual relationship with any of the Selling Stockholders that would
control the timing, nature and amount of resales of the Ordinary Shares or whether such Ordinary Shares are ever resold under the Registration
Statement. The existence of the registration right under the Securities Purchase Agreement, as amended, dated May 6, 2025 (the “Agreement”)
and the Convertible Promissory Notes (the “Notes”) issued to the Selling Shareholders under the Agreement, is not evidence
of an intent on the part of the Selling Stockholders to sell their Ordinary Shares, much less to sell or distribute the securities on
behalf of the Company. As noted in part (a) above, there are a number of reasons, other than to effect an immediate sale, why investors
prefer securities to be registered. Each Selling Stockholder made an investment decision as of the closing of the private placement financing
and has borne and continues to bear the risk of ownership of the acquired securities since the date of purchase.

Importantly, the registration of the Ordinary
Shares was a contractual obligation of the Company following the Selling Stockholders’ payment of the full conversion price for
the Ordinary Shares issuable upon conversion of the Notes issued in the private placement financing and not a condition precedent thereto.
As a result, as noted in part (a) above, the Selling Stockholders have borne, and continue to bear, the risk that the Company fails or
is unable to register the Ordinary Shares, as well as other risks attendant to share ownership, including that the market price of the
Company’s Ordinary Shares could fall. These market risks, to which the Selling Stockholders became subject to upon the closing of
the private placement financings, further support that the secondary offering being registered by the Registration Statement is not being
made by or on behalf of the Company or with the intent to effect a distribution.

The Company is not aware of any evidence that
any agreement or understanding exists among the Selling Stockholders to effect a distribution of the Ordinary Shares. As a result, the
circumstances under which the Selling Stockholders received the securities in the private placement financings further support that the
offering for resale of the Ordinary Shares by the Selling Stockholders under the Registration Statement is a secondary offering and not
a primary offering.

 (c) The
Selling Stockholders’ relationship to the Company

As stated in the Registration Statement, Selling
Stockholders had no material relationship with us in the past three years.

    3

 (d) Amount
of shares being registered

The Company is seeking to register 9,253,262 Ordinary
Shares, which are issuable upon conversion of Notes. The Ordinary Shares being registered for resale under the Registration Statement
would collectively represent approximately 64.62% of the Company’s outstanding shares as of June 23, 2025, assuming full conversion
of the outstanding balance under the Notes.

However, pursuant to the terms of the Agreement
and the Notes, each Selling Shareholder is restricted from converting the Notes to the extent that such conversion would result in the
Selling Shareholder’s beneficial ownership exceeding 4.99%, or, if the Company’s market capitalization is less than $15,000,000,
9.99%.

Regardless of percentage, it is important to note
that the amount of shares being registered is only one factor cited in C&DI 612.09, and is not controlling.

The Staff’s own interpretations support
this position. Pursuant to C&DI 612.09, the number of shares being offered is only one of several factors to be considered in evaluating
whether, under all the circumstances, a purported secondary offering is instead an indirect primary offering.

In addition, the Company has reviewed various
historical guidance from Staff, including the Securities Act Rules Compliance and Disclosure Interpretations Question 612.12, which states,
“A controlling person of an issuer owns a 73% block. That person will sell the block in a registered “at-the-market”
equity offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person
that is not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

The above historical guidance from Staff illustrates
that even a single, large stockholder can effect a valid secondary offering of shares, even where the stockholder’s ownership percentage
in the issuer is significant.

Moreover, CDI 216.14, regarding the use of Form
S-3 to effect a secondary offering, provides: “Secondary sales by affiliates may be made under General Instruction I.B.3. to Form
S-3 [relating to secondary offerings], even in cases where the affiliate owns more than 50% of the issuer’s securities, unless the facts
clearly indicate that the affiliate is acting as an underwriter on behalf of the issuer.” The Company believes that these interpretive
provisions make clear that a single holder of in excess of 50% of the public float of a company’s shares can effect a valid secondary
offering of its shares unless other facts, beyond the mere level of ownership, indicate that the selling shareholder is acting as a conduit
of the issuer. The Company notes that in this offering, each of the selling shareholders is well below that threshold, and no selling
shareholder beneficially owns 10% or more of our Ordinary Shares.

Furthermore, the number of Ordinary Shares being
registered is sum of such number of shares issued by the Company to the selling shareholders and the maximum number of shares that may
be issued by the Company pursuant to the Notes held by the selling shareholders. It is pos