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United States securities and exchange commission logo





                              November 18, 2022

       Ming Yi
       Chief Financial Officer
       Future FinTech Group Inc.
       Americas Tower
       1177 Avenue of the Americas
       Suite 5100
       New York, NY 10036

                                                        Re: Future FinTech
Group Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Filed April 15,
2022
                                                            File No. 001-34502

       Dear Ming Yi:

              We have reviewed your October 19, 2022 response to our comment
letter 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       September 21, 2022 letter.

       Response Letter Dated October 19, 2022

       Item 1. Business
       Overview, page 1

   1.                                                   We note your response
to comment 3, as well as your revised disclosure that "[i]n
                                                        addition, these VIE
agreements have not been truly tested in the courts in China and
                                                        Chinese regulatory
authorities could disallow the VIE structure . . . ." To prominently
                                                        disclose such risks to
investors, please revise to include this new disclosure (ending with
                                                        your disclosure that
"investors may never hold equity interests in the VIE") at the
                                                        beginning of Item 1.
Please also revise to include a cross-reference to your detailed
                                                        discussion of risks
facing the company as a result of your structure.
 Ming Yi
FirstName LastNameMing
Future FinTech Group Inc. Yi
Comapany 18,
November   NameFuture
              2022     FinTech Group Inc.
November
Page 2    18, 2022 Page 2
FirstName LastName
2.       We note your response to comment 4, as well as your revised
disclosure. Please also
         revise to discuss the Accelerating Holding Foreign Companies
Accountable Act, as you
         do on page 38.
3.       We note your response to comment 5, as well as your revised disclosure
that "neither any
         of our subsidiaries or the VIE has made any dividends or other
distributions to our holding
         company or any U.S. investors as of the date of this report." Please
revise to clarify
         whether any cash transfers have been made to date as well.
Additionally, where you
         discuss "[t]o the extent cash and/or assets in the business are in the
PRC and/or Hong
         Kong . . . ," please include a cross-reference to your risk factor on
page 36.
4.       We note your response to comment 6, as well as your revised disclosure
that "we, our
         subsidiaries and VIE in China are not subject to permission
requirements from the China
         Securities Regulatory Commission (   CSRC   ), Cyberspace
Administration of China
         (   CAC   ) or any other entity that is required to approve of our VIE
  s operations." We also
         note that you subsequently state that "it is uncertain when and
whether we, our Chinese
         subsidiaries or VIE, might be required to obtain permission from the
PRC government to
         list on U.S. exchanges in the future." Please revise in each instance
to expand your
         discussion to permissions or approvals to operate your business (as
opposed to solely the
         VIE's operations) and to offer your securities to foreign investors
(as opposed to listing).
         Additionally, with respect to your disclosure discussing if
"applicable laws, regulations, or
         interpretations change and we or our subsidiaries are required to
obtain such permissions
         or approvals in the future," please revise to also discuss the
consequences if the VIE, is
         required to obtain such permissions or approvals in the future. Last,
we note that you do
         not appear to have relied upon an opinion of counsel with respect to
your conclusions that
         you do not need any permissions and approvals to operate your business
and to offer
         securities to investors. If true, state as much and explain the basis
upon which you made
         the determination that you are not required to obtain permissions or
approvals from the
         CSRC, CAC or other entities.
5.       Please revise the diagram of your organizational structure on page 3
to identify the
         person(s) or entity(ies) that own the equity of Future FinTech Group
Inc. In this regard,
         please identify the equity percentage held by your public
shareholders, as well as any
         other shareholders that would be disclosed as beneficial owners
pursuant to Item 12 of
         Form 10-K and Item 403 of Regulation S-K (e.g. Zeyao Xue, as well as
your directors and
         officers as a separate group).
Our VIE Contractual Arrangements, page 4

6.       We note your response to comment 7, as well as your revised
disclosure. Please disclose
         the risk that you may incur substantial costs to enforce the terms of
the arrangements, as
         you do on page 40, where you state that "[i]f our consolidated VIE or
its shareholders fail
         to perform their respective obligations under the contractual
arrangements, we may have
         to incur substantial costs and expend additional resources to enforce
such arrangements."
 Ming Yi
FirstName LastNameMing
Future FinTech Group Inc. Yi
Comapany 18,
November   NameFuture
              2022     FinTech Group Inc.
November
Page 3    18, 2022 Page 3
FirstName LastName
7.       We note your response to comment 8, as well as your revised disclosure
that you "are
         regarded as the primary beneficiary of our VIE for accounting
purposes." Where you
         disclose that you "receive substantially all of the economic benefits
of our VIE" and that
         your "contractual arrangements with our VIE . . . allow us to (i)
exercise effective control
         over our VIE," revise to qualify such statement with a clear
description of the conditions
         you have satisfied for consolidation of the VIE under U.S. GAAP and
also clarify that you
         are the primary beneficiary of the VIE for accounting purposes, and
make conforming
         changes throughout the prospectus where you discuss "economic
benefits." Make
         conforming changes in your sub-headings entitled "Agreements that
Allow us to Receive
         Economic Benefits from our VIE" and "Agreements that Provide us with
Effective
         Control over our VIE," and where you discuss "economic benefits" on
page 39, 40 and
         46. Please also revise your references to "our VIEs" (e.g., page 1),
"our subsidiaries and
         VIE" (e.g., page 2) and "our consolidated VIE (e.g., page iv) to
refrain from using the
         term "our" when describing the VIEs.
Selected Condensed Consolidated Financial Schedule of the Company and Its
Subsidiaries and
VIE, page 6

8.       In regard to your intended amended filing, please explain to us and
disclose for this
         schedule:
             What each of the entities "Future FinTech," "parent,"
"subsidiaries," "PRC," "Hong
              Kong subsidiaries" and "VIE" represent and their relation to one
another.
             How amounts under the "Future FinTech" column relate to the
amounts in the
              "Consolidated Total" column.
9.       Please provide in this schedule a column solely for the wholly foreign
owned entity in
         your organization structure that is the primary beneficiary of the
VIE, and identify what
         this entity is.
10.      As noted in comment 11, please revise this schedule to present major
line items such as
         revenue, cost of goods/services and other material expenses, and
subtotals and
         disaggregated intercompany balances, such as separate line items for
intercompany
         receivables/payables and investment in subsidiaries.
11.      Please provide this schedule for each period presented in the filing.
"If the PRC government deems that the contractual arrangement . . . ", page 39

12.      We note your response to comment 14, as well as your revised
disclosure that names
         Fengdong Law Firm as your "Chinese counsel." However, you continue to
maintain
         separate references to your "PRC counsel." Please revise to name
Fengdong Law Firm in
         each instance in which you rely upon them in the filing, and to the
extent that your
         Chinese counsel and your PRC counsel are the same, please revise your
language to
         ensure consistency.
 Ming Yi
Future FinTech Group Inc.
November 18, 2022
Page 4
Item 10 - Directors, Executive Officers and Corporate Governance, page 59

13.      We note your response to comment 13, as well as your revised
disclosure that "[a]ll of our
         directors and officers reside outside of the United States, except for
Mr. Yang Liu, who is
         located in New York." As your response indicates that certain of such
directors and
         officers reside in the PRC/Hong Kong, please revise to state that is
the case and identify
         which individuals reside in the PRC/Hong Kong.
       You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Jennifer Lopez Molina at
202-551-3792 with any
other questions.



FirstName LastNameMing Yi                                     Sincerely,
Comapany NameFuture FinTech Group Inc.
                                                              Division of
Corporation Finance
November 18, 2022 Page 4                                      Office of Trade &
Services
FirstName LastName
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