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 NFT Limited

 Office Q 11th Floor, Kings Wing Plaza 2,

 No.1 Kwan Street, Sha Tin, New Territories

 Hong Kong

 +86-13061634962

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 November 25, 2025

 Re:
 NFT Limited

 Registration Statement on Form F-3, as amended

 Initially filed February 13, 2025, as amended

 File No. 333-284912

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, NFT Limited (the " Registrant ") hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:30 p.m. EST on November 28, 2025, or as soon as thereafter
practicable.

 Please note that we acknowledge the following:

 ●
 should the Securities and Exchange Commission (the " Commission ") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ●
 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●
 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely,

 By:
 /s/ Jianguang Qian

 Name:
 Jianguang Qian

 Title:
 Chief Financial Officer

 NFT Limited

 cc:
 Joan Wu, Esq.,

 Hunter Taubman Fischer & Li LLC

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

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

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

+86-13061634962

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

September 17, 2025

    Re:
    NFT Limited

    Registration Statement on Form F-1, as amended

    Initially filed June 23, 2025, as amended

    File No. 333-288243

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, NFT Limited (the “Registrant”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:30 p.m. EST on September 19, 2025, or as soon as
thereafter practicable.

Please note that we acknowledge the following:

    ●
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    By:
    /s/ Kuangtao
    Wang

    Name:
    Kuangtao Wang

    Title:
    Chief Executive Officer

    NFT Limited

    cc:
    Joan Wu, Esq.,

    Hunter Taubman Fischer & Li LLC

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NFT
Limited

Office
Q 11th Floor, Kings Wing Plaza 2,

No.1
Kwan Street, Sha Tin, New Territories

Hong
Kong

September
4, 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. 1 to Registration Statement on Form
    F-1

    Filed on August 15, 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 August 21, 2025 regarding our amendment no. 1 to registration statement on Form F-1 previously
submitted on August 15, 2025 (the “Form F-1”). For ease of reference, we have repeated the Commission’s comments
in this response and numbered them accordingly. An amendment no. 2 to the Company’s registration statement on Form F-1 (the “Amendment”)
is being filed to accompany this letter.

Amendment
No. 1 to Registration Statement on Form F-1

General

    1.
    We
note your response to prior comment 1. Please address the following:

  ●
  With a view towards revised disclosure, please tell us why
the conversion price remained the same at $2.1614 when the company agreed to amend the Notes to provide registration rights on June 3,
2025.

  ●
  You state in the response letter that 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.” Please clarify in your disclosure whether the Selling Stockholders have converted their Notes and at what price.

  ●
  You state in the response letter and in various places throughout the prospectus that the Selling Stockholders are restricted from converting
the Notes to the extent that such conversion would result in the Selling Stockholder’s beneficial ownership exceeding 4.99%, or,
if the Company’s market capitalization is less than $15,000,000, 9.99%. However, it appears that you removed Sections 11 and 12,
which included such ownership limitations, from the Amended and Restated Convertible Promissory Note. Please revise your analysis accordingly
and make appropriate revisions to your prospectus.

Response:

 ● In
                                            response to the Staff’s first point, the conversion price remained the same at $2.1614
                                            when the Company agreed to amend the Notes on June 3, 2025, to provide registration rights.
                                            The registration rights provisions, which had been previously agreed upon between the parties,
                                            were inadvertently omitted from the securities purchase agreement dated May 6, 2025. The
                                            June 3 amendment was intended solely to correct this omission and memorialize the parties’
                                            prior agreement, and it did not affect or alter the originally agreed-upon conversion price
                                            of $2.1614.

 ● In
                                            response to the Staff’s second point, the Selling Stockholders have fully converted
                                            all of the Convertible Notes issued in the private placement financing. On August 11, 2025,
                                            the Company issued an aggregate of 9,253,260 restricted Ordinary Shares upon conversion of
                                            such Notes at the agreed conversion price of $2.1614. The disclosures in the Amendment have
                                            been revised to reflect this fact.

 ● In
                                            response to the Staff’s third point, the Company acknowledges that the ownership limitations
                                            referenced in the initial analysis and prospectus disclosure were inadvertently carried over
                                            from the original Convertible Promissory Note. The Amended and Restated Convertible Promissory
                                            Note properly removed Sections 11 and 12, which contained those beneficial ownership limitations.
                                            The Amendment has been revised to correct the prior disclosure and to eliminate references
                                            to such ownership limitations, which no longer apply under the Amended and Restated Convertible
                                            Promissory Note. The Company’s revised Rule 415 analysis is set forth below which also
                                            reflects the fact that the ownership limitations no longer apply under the amended instrument:

Rule
415 Analysis

Rule
415(a)(1)(i) permits the registration of securities for resale by selling stockholders in a secondary offering. As noted in Compliance
and Disclosure Interpretation (“C&DI”) 612.09, the determination of whether an offering is secondary (and not on behalf
of the issuer) depends on the totality of the facts and circumstances, including (i) how long the selling stockholders have held the
securities, (ii) the circumstances under which they received them, (iii) their relationship to the issuer, (iv) the amount of shares
involved, (v) whether the selling stockholders are in the business of underwriting, and (vi) whether the selling stockholders appear
to be acting as a conduit for the issuer.

The
Company has considered each of these factors in connection with the resale of Ordinary Shares issued upon conversion of the Notes and
respectfully submits that the offering is properly characterized as a secondary offering.

(a)
Holding Period

All
of the Notes were fully converted on August 11, 2025, into an aggregate of 9,253,260 Ordinary Shares at a fixed conversion price of $2.1614.
As a result, the securities being registered are already issued and outstanding. Although resale registration in PIPE transactions is
often sought immediately following closing (see C&DI 139.11), here the investors bore full market risk from the date of purchase
through conversion and continue to bear such risk as holders of Ordinary Shares. This supports treatment as a bona fide secondary offering.

(b)
Circumstances of Issuance

The
securities were acquired in arm’s-length private placements conducted under Section 4(a)(2) and Rule 506. The Company received
full consideration for the Notes and did not condition closing on registration. The registration rights granted on June 3, 2025, were
contractual obligations of the Company after purchase, not conditions precedent. Accordingly, the Selling Stockholders assumed full investment
risk at closing and upon conversion.

(c)
Relationship to the Company

The
Selling Stockholders had no material relationship with the Company during the past three years.

(d)
Number of Shares Registered

The
registration statement, as amended, covers 9,253,260 Ordinary Shares, representing approximately 64.62% of the Company’s
outstanding shares as of September 4, 2025. While this is a meaningful percentage, Staff guidance confirms that size alone is not
determinative. For example, C&DI 612.12 and C&DI 216.14 recognize that even affiliates or control persons holding large
blocks may effect valid secondary offerings where the facts do not suggest they are conduits for the issuer. Here, no Selling
Stockholder beneficially owns 10% or more of the Company’s shares following conversion.

(e)
Underwriting Status

None
of the Selling Stockholders are broker-dealers or affiliates of broker-dealers.

(f)
Conduit Analysis

The
Selling Stockholders purchased and converted their securities at a fixed price, are subject to full market risk, and are not affiliates
of the Company. The beneficial ownership limitations included in the original Notes were intentionally removed in the amended and restated
Notes, and the Amendment has been revised to eliminate references to them. Taken together, the facts and circumstances demonstrate that
the Selling Stockholders are not acting as conduits for the Company.

Conclusion

For
the reasons above, the Company respectfully submits that the resale of Ordinary Shares by the Selling Stockholders constitutes a valid
secondary offering eligible under Rule 415(a)(1)(i).

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]

    2

    Very truly
    yours,

    /s/
    Kuangtao Wang

    Kuangtao Wang

    Chief Executive Officer

    cc:
    Hunter Taubman Fischer
    & Li LLC

    3

August 21, 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-1
Filed August 15, 2025
File No. 333-288243
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 June 30, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-1
General
We note your response to prior comment 1. Please address the following:
•With a view towards revised disclosure, please tell us why the conversion price
remained the same at $2.1614 when the company agreed to amend the Notes to
provide registration rights on June 3, 2025.
You state in the response letter that 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." Please clarify in your disclosure whether the Selling •1.

August 21, 2025
Page 2
Stockholders have converted their Notes and at what price.
•You state in the response letter and in various places throughout the prospectus
that the Selling Stockholders are restricted from converting the Notes to the extent
that such conversion would result in the Selling Stockholder's beneficial
ownership exceeding 4.99%, or, if the Company's market capitalization is less
than $15,000,000, 9.99%. However, it appears that you removed Sections 11 and
12, which included such ownership limitations, from the Amended and Restated
Convertible Promissory Note. Please revise your analysis accordingly and make
appropriate revisions to your prospectus.
            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.

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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

July 31, 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. 4 to Registration Statement on Form F-3
Filed July 29, 2025
File No. 333-284912
Dear Kuangtao Wang:
            We have reviewed your amended registration statement and have the following
comment.
            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 July 17, 2025 letter.
Amendment No. 4 to Registration Statement on Form F-3
Exhibits
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
 1.

July 31, 2025
Page 2
laws of the State of New York accordingly. For guidance, please refer to Section
II.B.1 of Staff Legal Bulletin No. 19 (CF).
            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.

July 17, 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. 3 to Registration Statement on Form F-3
Filed July 14, 2025
File No. 333-284912
Dear Kuangtao Wang:
            We have reviewed your amended registration statement and have the following
comment.
            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 July 2, 2025 letter.
Amendment No. 3 to Registration Statement on Form F-3
Exhibits
1.We note your response to prior comment 6 and re-issue the comment. In this regard,
we note that the opinion only addresses the Shares. Please have the legal opinion
revised to address other securities being offered under this registration statement,
which appears to include debt securities, warrants, units and rights.

July 17, 2025
Page 2
            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.

CORRESP
1
filename1.htm

NFT Limited

Office Q 11th Floor, Kings Wing Plaza 2,

No.1 Kwan Street, Sha Tin, New Territories

Hong Kong

July 14, 2025

VIA EDGAR

Irene Paik

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. 2 to Registration Statement on Form F-3

Filed on June 30, 2025

File No. 333-284912

Dear Ms. Paik:

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 2, 2025 regarding our Amendment No.2 to registration statement on Form F-3 previously submitted on June 30, 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 Amendment No.2 to registration statement on Form F-3 (the “Amendment”) is being
filed to accompany this letter.

Amendment No. 2 to Registration Statement
on Form F-3

Cover Page

 1. We note your disclosure on the cover page that the Trial Measures
impose certain filing requirements for direct and indirect overseas listings and offerings. Please disclose how, if at all, the Trial
Measures apply to you and any offerings of your securities. In addition, please disclose how you reached this conclusion regarding the
Trial Measures, including whether you are relying on the advice of counsel. If you relied on the advice of counsel, you should identify
counsel and file the consent of counsel as an exhibit to your registration statement. If you did not rely on the consent of counsel,
you should explain how you reached your conclusion regarding whether the Trial Measures apply to you. Finally, please discuss the consequences
of noncompliance with the Trial Measures, including potential fines and other impacts.

Response: In response to the
Staff’s comment, we have revised our disclosure accordingly on the cover page, page 2, and page 13 of the Amendment. We have
also filed a consent of counsel as Exhibit 23.3 to the Amendment.

 2. We note your disclosure on the cover page of how cash is transferred
through your organization. Please revise to disclose that there is no assurance that the PRC government will not intervene or impose
restrictions on your ability to transfer cash into or out of Hong Kong, and include a cross-reference to the consolidated financial statements.
In addition, in your prospectus summary, please describe your written cash management policies and procedures that dictate how funds
are transferred (e.g., a policy that addresses how a company handles any limitations on cash transfers due to PRC law).

Response: In response to the Staff’s
comment, we have revised our disclosure accordingly on the cover page and page 2 of the Amendment.

Risk Factors

Risks Related to Doing Business in Hong
Kong, page 10

 3. Please revise to remove the introductory paragraph to this section.

Response: In response to the Staff’s
comment, we have removed the introductory paragraph to this section accordingly.

Enforceability of Civil Liabilities, page
43

 4. We note your revised disclosure in response to prior comment
5. Please disclose here and throughout whether your discussion of enforcement of civil liabilities in China is based on the opinion of
counsel. If so, please identify counsel and file its consent as Exhibit 23.3 to the registration statement.

Response: In response to the
Staff’s comment, we have revised our disclosure accordingly on page 11 and page 43 of the Amendment and filed a consent of
counsel as Exhibit 23.3 to the Amendment.

Signatures, page II-4

 5. Please have Kuangtao Wang sign the registration statement on
Form F-3.

Response: In response to the Staff’s
comment, Kuangtao Wang has signed the registration statement on Form F-3.

Exhibits

 6. We note that the legal opinion filed as Exhibit 5.1 addresses
the offering of up to US$500,000,000 in the aggregate of Class A ordinary shares. Please have the legal opinion revised to address the
securities being offered under this registration statement, which appears to include Class A ordinary shares, debt securities, warrants,
units and rights.

Response: In response to the
Staff’s comment, the legal opinion has been revised by our Cayman Islands counsel accordingly. We have filed the revised legal
opinion as Exhibit 5.1 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]

    2

    Very truly yours,

    /s/ Kuangtao Wang

    Kuangtao Wang

Chief Executive Officer

    cc:
    Hunter Taubman Fischer & Li LLC

3

July 2, 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. 2 to Registration Statement on Form F-3
Filed June 30, 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 March 13, 2025 letter.
Amendment No. 2 to Registration Statement on Form F-3
Cover Page
We note your disclosure on the cover page that the Trial Measures impose
certain filing requirements for direct and indirect overseas listings and offerings.
Please disclose how, if at all, the Trial Measures apply to you and any offerings of
your securities. In addition, please disclose how you reached this conclusion regarding
the Trial Measures, including whether you are relying on the advice of counsel. If
you relied on the advice of counsel, you should identify counsel and file the consent
of counsel as an exhibit to your registration statement. If you did not rely on the
consent of counsel, you should explain how you reached your conclusion regarding
 1.

July 2, 2025
Page 2
whether the Trial Measures apply to you. Finally, please discuss the consequences of
noncompliance with the Trial Measures, including potential fines and other impacts.
2.We note your disclosure on the cover page of how cash is transferred through
your organization. Please revise to disclose that there is no assurance that the PRC
government will not intervene or impose restrictions on your ability to transfer cash
into or out of Hong Kong, and include a cross-reference to the consolidated
financial statements. In addition, in your prospectus summary, please describe your
written cash management policies and procedures that dictate how funds are
transferred (e.g., a policy that addresses how a company handles any limitations on
cash transfers due to PRC law).
Risk Factors
Risks Related to Doing Business in Hong Kong, page 10
3.Please revise to remove the the introductory paragraph to this section.
Enforceability of Civil Liabilities, page 43
4.We note your revised disclsoure in response to prior comment 5. Please disclose here
and throughout whether your discussion of enforcement of civil liabilities in China is
based on the opinion of counsel. If so, please identify counsel and file its consent as
an exhibit to the registration statement.
Signatures, page II-4
5.Please have Kuangtao Wang sign the registration statement on Form F-3.
Exhibits
6.We note that the legal opinion filed as Exhibit 5.1 addresses the offering of up
to US$500,000,000 in the aggregate of Class A ordinary shares. Please have the legal
opinion revised to address the securities being offered under this registration
statement, which appears to include Class A ordinary shares, debt securities, warrants,
units and rights.
            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.

June 30, 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-1
Filed June 23, 2025
File No. 333-288243
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-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.

June 30, 2025
Page 2
Cover Page
2.We note your disclosure on the cover page that the Trial Measures impose certain
filing requirements for direct and indirect overseas listings and offerings. Please
disclose how, if at all, the Trial Measures apply to you and any offerings of your
securities. In addition, please disclose how you reached this conclusion regarding the
Trial Measures, including whether you are relying on the advice of counsel. If you
relied on the advice of counsel, you should identify counsel and file the consent of
counsel as an exhibit to your registration statement. If you did not rely on the consent
of counsel, you should explain how you reached your conclusion regarding whether
the Trial Measures apply to you. Finally, please discuss the consequences of non-
compliance with the Trial Measures, including potential fines and other impacts.
3.We note your disclosure on the cover page of how cash is transferred through your
organization. Please revise to include a cross-reference to the consolidated financial
statements. In addition, in your prospectus summary, please describe your written
cash management policies and procedures that dictate how funds are transferred (e.g.,
a policy that addresses how a company handles any limitations on cash transfers due
to PRC law).
Risk Factors
Risks Related to Doing Business in Hong Kong, page 24
4.Please revise to remove the the introductory paragraph to this section on page 24.
Similarly, please revise your disclosure on apge 35 that "[i]t it is possible that all the
legal and operational risks associated with being based in and having operations in the
PRC may also apply to operations in Hong Kong in the future" to clarify that the legal
and operational risks associated with having operations in the PRC apply to having
operations in Hong Kong.
Selling Shareholder, page 38
5.Please identify any natural persons who have or share voting and/or dispositive power
with respect to the shares owned by the entities listed in your table of selling
shareholders.
Plan of Distribution, page 44
6.We note your disclosure that the Selling Shareholders may sell their ordinary shares
through purchases by a broker-dealer as principal and resale by the broker-dealer for
its account. Please confirm your understanding that the retention by a Selling
Shareholder of an underwriter would constitute a material change to your plan of
distribution requiring a post-effective amendment. Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.

June 30, 2025
Page 3
            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.

CORRESP
1
filename1.htm

NFT Limited

Office Q 11th Floor, Kings Wing Plaza 2,

No.1 Kwan Street, Sha Tin, New Territories

Hong Kong

June 27, 2025

VIA EDGAR

Irene Paik

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. 1 to Registration Statement on Form F-3

Filed on March 7, 2025

 File No. 333-284912

Dear Ms. Paik:

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 March 13, 2025 regarding our Amendment No.1 to registration statement on Form F-3 previously submitted on March 7, 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 Amendment No.1 to registration statement on Form F-3 (the “Amendment”) is being
filed to accompany this 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.

Response: In response to the Staff’s
comment, we respectfully advise the Staff that following the Company’s filing of its annual report on Form 20-F with the Commission
on April 30, 2025 for the fiscal year ended December 31, 2024, we have regained our eligibility to file a registration statement on Form
F-3 as of the date of the Amendment.

    2.
    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 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.

Response:
In response to the Staff’s comment, we included a prospectus summary in the Amendment and addressed the contents of prior comment
2 on page 1-2 of the Amendment. We also expanded our disclosure on page 3 of the Amendment accordingly.

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.

Response:
In response to the Staff’s comment, we revised our disclosure accordingly on the cover page, page 1, and page 10-11 of the Amendment.

    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.

Response: In response to the Staff’s
comment, we revised our disclosure accordingly on the cover page of the Amendment.

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.

Response:
In response to the Staff’s comment, we revised our disclosure accordingly on the cover page and page 1 of the Amendment to reconcile
the discrepancies. We made it clear that our officers and our present directors reside either in the United States or in mainland China.
We disclosed the identity of each officer and director located in the United States and China, respectively, on the cover page. We also
included the referenced risk factor in the Risk Factors section on page 11 of the Amendment and have revised the section accordingly.
This disclosure remains consistent with the timely disclosure included in the Company’s Form 20-F filed on April 30, 2025, for the
fiscal year ended December 31, 2024.

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]

    2

    Very truly yours,

    /s/ Kuangtao Wang

    Kuangtao Wang
 Chief Executive Officer

    cc:
    Hunter Taubman Fischer & Li LLC

3

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.

CORRESP
1
filename1.htm

NFT Limited

Office Q 11th Floor, Kings Wing Plaza 2,

No.1 Kwan Street, Sha Tin, New Territories

Hong Kong

March 7, 2025

VIA EDGAR

Irene Paik

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-3

Filed on February 13, 2025

File No. 333-284912

Dear Ms. Paik:

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 February 24, 2025 regarding our Form F-3 previously submitted on February 13, 2025 (the “Form F-3”). For ease
of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. An amendment to the Company’s
registration statement on Form F-3 (the “Amendment”) is being filed to accompany this letter.

Registration Statement on Form F-3 filed
February 13, 2025

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.

Response: We acknowledge the SEC’s
comment regarding the timeliness of our Form 20-F filing for the fiscal year ended December 31, 2023, and its potential impact on our
eligibility to file on Form F-3 under General Instruction I.A.2. The Company relied on Rule 12b-25(b) and submitted a Notification of
Late Filing on April 30, 2024, which extended the deadline for filing Form 20-F until May 15, 2024. Our Form 20-F was ultimately filed
on May 15, 2024, but as it was submitted after 5:30 PM ET due to certain delays from our financial printer, it was considered filed on
the next business day. We understand that Form F-3 eligibility requires timely filings of all periodic reports over the past 12 months,
and we acknowledge that our filing may be deemed untimely. We have submitted a separate letter to the Staff of Division of Corporate Finance
on March 7, 2025 to request that the Staff not object to our use of the Form F-3, notwithstanding the untimely filing of a Form 20-F,
as further discussed therein.

 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.

Response: In response to the Staff’s
comment, we revised our disclosure accordingly.

 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.

Response: In response to the Staff’s
comment, we revised our disclosure accordingly.

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.

Response: We acknowledge the Staff’s
comment and respectfully inform the Staff that currently NFT does not have any subsidiaries, variable interest entities (VIEs), or operations
in PRC, but since the legal and operational risks associated with having operations in mainland China could also apply to having operations
in Hong Kong, we have included clarifying disclosure accordingly.

    2

 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.

Response: We acknowledge the Staff’s
comment and respectfully inform the Staff that currently NFT does not have any subsidiaries, variable interest entities (VIEs), or operations
in PRC, but since the legal and operational risks associated with having operations in mainland China could also apply to having operations
in Hong Kong, we have included clarifying disclosure accordingly,

 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.

Response: In response to the Staff’s
comment, we revised our disclosure accordingly.

 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.

Response: In response to the Staff’s
comment, we revised our disclosure accordingly.

    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.

Response: In response to the Staff’s
comment, we revised our disclosure accordingly.

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.

Response: In response to the Staff’s
comment, we revised our disclosure accordingly on the cover page and Enforceability of Civil Liabilities section.

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]

    3

    Very truly yours,

    /s/ Kuangtao Wang

    Kuangtao Wang

    Chief Executive Officer

 cc: Hunter
Taubman Fischer & Li LLC

4

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.

CORRESP
1
filename1.htm

NFT LIMITED

Office Q 11th Floor, Kings Wing Plaza 2,

No. 1 Kwan Street, Sha Tin, New Territories,

+86-13020144962

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

May 5, 2023

    Re:
    NFT Limited

    Registration Statement on Form F-4

    Initially Filed on December 19, 2022

    File No. 333-268865

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, NFT Limited (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:30 p.m. ET on Tuesday, May 9, 2023, or as soon as thereafter practicable.

Please note that we acknowledge the following:

    ●
    should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    By:
    /s/ Kuangtao Wang

    Name:
    Kuangtao Wang

    Title:
    Chief Executive Officer

    cc:
    Joan Wu, Esq.

    Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

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.

United States securities and exchange commission logo
February 17, 2023
Kuangtao Wang
Chief Executive Officer
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-4
Filed February 7, 2023
File No. 333-268865
Dear Kuangtao Wang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 18, 2023 letter.
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

 FirstName LastNameKuangtao  Wang
 Comapany NameNFT Limited
 February 17, 2023 Page 2
 FirstName LastName
Kuangtao  Wang
NFT Limited
February 17, 2023
Page 2
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.
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.
            Please contact Kate Beukenkamp at 202-551-3861 or Mara Ransom at 202-551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joan Wu

CORRESP
1
filename1.htm

NFT Limited

Office Q 11th Floor, Kings Wing Plaza 2

No. 1 Kwan Street, Sha Tin, New Territories, Hong
Kong

February 7, 2023

VIA EMAIL

Attn: Kate Beukenkamp

Division of Corporation Finance

Office of Trade & Services

    Re:
    NFT Limited

    Registration Statement on Form F-4

    Filed December 19, 2022

    File No. 333-268865

Dear Ms. Beukenkamp:

This letter is in response to the letter dated
January 18, 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.1.

Registration Statement on Form F-4

Proxy Statement/Prospectus Cover Page, page
i

 1. We note that registered shareholders and duly appointed proxyholders will be able to attend, participate
and vote at your 2022 annual meeting of shareholders. Further, certain beneficial owners will be able to attend as a guest and view a
webcast. Please revise your disclosure here and elsewhere throughout this section of your prospectus as appropriate to provide the website
address for the webcast that allows these shareholders and other guests to attend and view, but not participate in or vote at the meeting.
Also, consistently state whether you intend to engage a proxy solicitor, such as on page 24 where you make no mention of Broadridge. Please
advise if the website to the webcast will be provided by your proxy solicitor, Broadridge.

Response: In response to the Staff’s
comments, we have revised the disclosures accordingly on Amendment No. 1.

Risk Factors

Risks Relating to the Merger and Reorganization

As a result of different shareholder voting
requirements in the Cayman Islands relative to

Delaware..., page 19

 2. As reflected in the title of this risk factor, you intend to redomicile your company from Delaware to
the Cayman Islands. However, the disclosure under this risk factor discusses differences between Cayman Islands and Nevada law. Please
revise your disclosure here and elsewhere as appropriate to reflect discussion of Delaware rather than Nevada law.

Response: In response to the Staff’s
comments, we have revised the disclosures accordingly on page 19 of Amendment No. 1.

Proposal No. 3-Approval of the Disposition

Description of the Proposed Disposition, page
36

 3. We note your disclosure here regarding entering into an amended disposition agreement for the sole purpose
of correcting a clerical error regarding the purchase price of the disposition of Hong Kong Takung and Hong Kong MQ. Please revise this
section to disclose that the original disposition agreement is attached as Annex C and the amendment is attached as Annex F, similar to
your disclosure under "The Disposition Agreement" found on page 38. Further, please provide the text of the amendment to the
disposition agreement beginning on page Annex F-1. Currently, there is a heading reflecting the inclusion of this document but no subsequent
text in the body of Annex F.

Response: In response to the Staff’s
comment, we have revised the disclosures accordingly on page 37 and on Annex F of Amendment No. 1.

Signatures, page II-3

 4. We note that your registration statement is signed by Kuangtao Wang on behalf of Takung Art Co., Ltd.
as well as additional individuals serving in the capacity of directors and an additional officer of Takung Art Co., Ltd. While this registration
statement involves the merger of Takung Art Co., Ltd. with NFT Limited as the surviving entity, this registration statement on Form F-4
was filed on behalf of the registrant, NFT Limited. Please amend your registration statement to include signatures by the appropriate
party(ies) on behalf of NFT Limited. See Instruction 1 to Item 22 of Form F-4.

Response: In response to the Staff’s
comments, we have revised the disclosures accordingly on page II-3 of Amendment No. 1.

General

 5. We note that you did not include pro forma financial information or financial statements in your filing
for the registrant, NFT Limited. Please amend your registration statement to provide financial information as applicable in accordance
with Items 5 and 14 to Form F-4 and Item 8 of Form 20-F.

Response: In response to the Staff’s
comments, we have revised the disclosures accordingly and provided the applicable financial information on the F-pages of Amendment No.
1.

 6. Ensure that you provide or incorporate by reference information about the company being acquired, Takung
Art, consistent with Instruction C to Form F-4 and Instruction C to Form S-4, including financial statements.

Response: In response to the Staff’s
comments, we have included the financial statements of Takung Art on the F-pages of Amendment No. 1.

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.

United States securities and exchange commission logo
January 18, 2023
Kuangtao Wang
Chief Executive Officer
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-4
Filed December 19, 2022
File No. 333-268865
Dear Kuangtao Wang:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-4
Proxy Statement/Prospectus Cover Page, page i
1.We note that registered shareholders and duly appointed proxyholders will be able to
attend, participate and vote at your 2022 annual meeting of shareholders. Further, certain
beneficial owners will be able to attend as a guest and view a webcast. Please revise your
disclosure here and elsewhere throughout this section of your prospectus as appropriate to
provide the website address for the webcast that allows these shareholders and other
guests to attend and view, but not participate in or vote at the meeting. Also, consistently
state whether you intend to engage a proxy solicitor, such as on page 24 where you make
no mention of Broadridge. Please advise if the website to the webcast will be provided by
your proxy solicitor, Broadridge.

 FirstName LastNameKuangtao  Wang
 Comapany NameNFT Limited
 January 18, 2023 Page 2
 FirstName LastNameKuangtao  Wang
NFT Limited
January 18, 2023
Page 2
Risk Factors
Risks Relating to the Merger and Reorganization
As a result of different shareholder voting requirements in the Cayman Islands relative to
Delaware..., page 19
2.As reflected in the title of this risk factor, you intend to redomicile your company from
Delaware to the Cayman Islands. However, the disclosure under this risk factor discusses
differences between Cayman Islands and Nevada law. Please revise your disclosure here
and elsewhere as appropriate to reflect discussion of Delaware rather than Nevada law.
Proposal No. 3-Approval of the Disposition
Description of the Proposed Disposition, page 36
3.We note your disclosure here regarding entering into an amended disposition agreement
for the sole purpose of correcting a clerical error regarding the purchase price of the
disposition of Hong Kong Takung and Hong Kong MQ. Please revise this section to
disclose that the original disposition agreement is attached as Annex C and
the amendment is attached as Annex F, similar to your disclosure under "The Disposition
Agreement" found on page 38. Further, please provide the text of the amendment to the
disposition agreement beginning on page Annex F-1. Currently, there is a heading
reflecting the inclusion of this document but no subsequent text in the body of Annex F.
Signatures, page II-3
4.We note that your registration statement is signed by Kuangtao Wang on behalf of Takung
Art Co., Ltd. as well as additional individuals serving in the capacity of directors and an
additional officer of Takung Art Co., Ltd. While this registration statement involves the
merger of Takung Art Co., Ltd. with NFT Limited as the surviving entity, this registration
statement on Form F-4 was filed on behalf of the registrant, NFT Limited. Please amend
your registration statement to include signatures by the appropriate party(ies) on behalf of
NFT Limited. See Instruction 1 to Item 22 of Form F-4.
General
5.We note that you did not include pro forma financial information or financial
statements in your filing for the registrant, NFT Limited. Please amend your registration
statement to provide financial information as applicable in accordance with Items 5 and 14
to Form F-4 and Item 8 of Form 20-F.
6.Ensure that you provide or incorporate by reference information about the company being
acquired, Takung Art, consistent with Instruction C to Form F-4 and Instruction C to
Form S-4, including financial statements.
            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.

 FirstName LastNameKuangtao  Wang
 Comapany NameNFT Limited
 January 18, 2023 Page 3
 FirstName LastName
Kuangtao  Wang
NFT Limited
January 18, 2023
Page 3
            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 Kate Beukenkamp at 202-551-3861 or Mara Ransom at 202-551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joan Wu