SEC Company Response from NFT (MI) — Oct 8, 2025
NFT Ltd
Date: Oct. 8, 2025 · CIK: 0001958713 · Accession: 0001213900-25-097401
AI Filing Summary & Sentiment
File numbers found in text: 333-284912
Letter
NFT Limited
Office Q 11th Floor, Kings Wing Plaza 2,
No.1 Kwan Street, Sha Tin, New Territories
Hong Kong
October 8, 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
Amendment No. 4 to Registration Statement on Form F-3
Filed on July 29, 2025
File No. 333-284912
Ladies and Gentlemen:
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 July 31, 2025, regarding our Amendment No.4 to registration statement on Form F-3 previously submitted on July 29, 2025 (the “Form F-3”). For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. A new amendment to the Company’s registration statement on Form F-3 (the “Amendment”) is being filed to accompany this letter.
Amendment No. 4 to Registration Statement on Form F-3
General
We note the revised legal opinion in response to prior comment 1. Please have Section 4 of the legal opinion revised to opine that the debt securities, warrants, units and rights to purchase the Shares are binding obligations of the Company. In addition, we note that the legal opinion is limited to the laws of the Cayman Islands. However, to the extent that one of counsel’s opinions is to the binding obligation of the debt securities, we note that the form of indenture with respect to senior debt securities and form of indenture with respect to subordinated debt securities are governed by the laws of New York. Please revise the opinion or provide a legal opinion addressing the laws of the State of New York accordingly. For guidance, please refer to Section II.B.1 of Staff Legal Bulletin No. 19 (CF).
Response: In response to the Staff’s comment, we respectfully advise the Staff that we have attached (i) the revised legal opinion issued by Conyers Dill & Pearman LLP, our Cayman Islands legal counsel, and (ii) a legal opinion addressing the laws of the State of New York with respect to the debt securities, issued by Hunter Taubman Fischer & Li LLC, our U.S. legal counsel, to the Amendment.
We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com or by telephone at 212-530-2208.
[Signature page follows]
Very truly yours,
/s/ Kuangtao Wang
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NFT Limited
Office Q 11th Floor,
Kings Wing Plaza 2,
No.1 Kwan Street, Sha
Tin, New Territories
Hong Kong
October 8, 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
Amendment No. 4 to Registration Statement
on Form F-3
Filed on July 29, 2025
File No. 333-284912
Ladies and Gentlemen:
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 July 31, 2025, regarding our Amendment No.4 to registration statement on Form F-3 previously submitted on July 29, 2025 (the “Form
F-3”). For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly.
A new amendment to the Company’s registration statement on Form F-3 (the “Amendment”) is being filed to accompany
this letter.
Amendment No. 4 to Registration Statement
on Form F-3
General
1
We note the revised legal opinion in response
to prior comment 1. Please have Section 4 of the legal opinion revised to opine that the debt securities, warrants, units and rights
to purchase the Shares are binding obligations of the Company. In addition, we note that the legal opinion is limited to the laws of
the Cayman Islands. However, to the extent that one of counsel’s opinions is to the binding obligation of the debt securities, we note
that the form of indenture with respect to senior debt securities and form of indenture with respect to subordinated debt securities
are governed by the laws of New York. Please revise the opinion or provide a legal opinion addressing the laws of the State of New York
accordingly. For guidance, please refer to Section II.B.1 of Staff Legal Bulletin No. 19 (CF).
Response: In response to the Staff’s
comment, we respectfully advise the Staff that we have attached (i) the revised legal opinion issued by Conyers Dill & Pearman LLP,
our Cayman Islands legal counsel, and (ii) a legal opinion addressing the laws of the State of New York with respect to the debt securities,
issued by Hunter Taubman Fischer & Li LLC, our U.S. legal counsel, to the Amendment.
We thank the Staff for its
review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Joan Wu at jwu@htflawyers.com
or by telephone at 212-530-2208.
[Signature page follows]
Very truly yours,
/s/ Kuangtao Wang
Kuangtao Wang
Chief Executive Officer
cc:
Hunter Taubman Fischer & Li LLC