TKAT Takung Art Co Ltd

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________

SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION

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Proxy Statement Pursuant To Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

TAKUNG ART CO., LTD
(Name of Registrant as Specified In Its Charter)

_______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TAKUNG ART CO., LTD
OFFICE Q 11TH FLOOR, KINGS WING PLAZA 2
NO. 1 KWAN STREET, SHA TIN, NEW TERRITORIES, HONG KONG
NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

To be Held on [            ], 2022, at 9:30 a.m. EST

To the Shareholders of Takung Art Co., Ltd.:

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Takung Art Co., Ltd., a Delaware company (the “Company”) for use at the 2022 annual meeting of shareholders of the Company (the “Meeting”) and at all adjournments and postponements thereof. The Meeting will be held on [            ], 2022, beginning at 9:30 a.m. Eastern Standard Time, at our executive office, located at Office Q 11th Floor, Kings Wing Plaza 2, No. 1 Kwan Street, Sha Tin, New Territories, Hong Kong. Inside this document, you can find important information and detailed instructions about how to participate in the Meeting.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Beneficial shareholders who hold their shares of common stock of the Company through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guest and view the webcast, but will not be able to participate in or vote at the Meeting.

The Meeting and any or all adjournments thereof will be held to consider and vote upon the following purposes:

1.      To elect Kuangtao Wang, Ronggang (Jonathan) Zhang, Doug Buerger, and Guisuo Lu (the “Director Nominees”) to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of shareholders and until his/her respective successor is elected and duly qualified.

2.      To ratify the appointment of Assentsure PAC (“Assentsure”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

3.      To approve the proposed sale of our subsidiaries, Hong Kong MQ Group Limited (“Hong Kong MQ”), Hong Kong Takung Art Company Limited (“Hong Kong Takung”) to Fecundity Capital Investment Co., Ltd for a purchase price of US$1,500,000 (the “Consideration”) (the “Disposition”);

4.      To adopt the Agreement and Plan of Merger (the “Merger Agreement”) by and between the Company and NFT Limited (“NFT Limited”), an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Company (the “Redomicile”) pursuant to which NFT Limited will be the surviving company;

5.      To adopt the Memorandum and Articles of Association of NFT Limited (the “M&A”) pursuant to which NFT Limited will be authorized to issue 450,000,000 Class A ordinary shares, par value US$0.0001 each (the “Class A Ordinary Shares”), 50,000,000 Class B ordinary shares, par value US$0.0001 each (the “Class B Ordinary Shares”);

6.      To approve an alteration to the share capital of the Company by the conversion of each of the Company’s issued and paid up share of Common Stock with a par value of $0.001 (the “Common Stock”) into one Class A Ordinary Share to be issued as fully paid in the name of each shareholder, for each share of Common Stock which was registered in the name of each shareholder prior to the application of this resolution (collectively, the “Reclassification”); and

7.      To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES LISTED ABOVE AND “FOR” EACH OF THE OTHER PROPOSALS.

Holders of record of the Company’s shares of common stock at the close of business on [            ], 2022 (the “Record Date”) will be entitled to notice of, and to vote at, this Meeting and any adjournment or postponement thereof. Each share of common stock entitles the holder thereof to one vote.

Your vote is important, regardless of the number of shares of common stock you own. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their shares of common stock will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and (i) vote it online at www.proxyvote.com, (ii) vote it by phone at 1-800-690-6903, or (iii) mail it or deposit it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

A complete list of shareholders of record entitled to vote at the Meeting will be available for ten days before the Meeting at the principal executive office of the Company for inspection by shareholders during ordinary business hours for any purpose germane to the Meeting.

This notice and the enclosed proxy statement are first being mailed to shareholders on or about [            ], 2022.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE NOMINEES LISTED ABOVE AND “FOR” EACH OF THE OTHER PROPOSALS.

Important Notice Regarding the Availability of Proxy Materials
for the Annual Shareholder Meeting to be Held on [ ], 2022 9:30 a.m. EST

The Notice of Annual Meeting, proxy statement and Annual Report on Form 10-K for the year ended December 31, 2021 are available at www.proxyvote.com.

TABLE OF CONTENTS

TAKUNG ART CO., LTD.
PROXY STATEMENT

2022 ANNUAL MEETING OF SHAREHOLDERS
to be held on [            ], 2022, at 9:30 a.m. EST

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why am I receiving this proxy statement?

This proxy statement describes the proposals on which the board of directors (the “Board”) of Takung Art Co., Ltd. (the “Company”, “us”, “we” or “our”) would like you, as a shareholder, to vote at the annual meeting of shareholders (the “Meeting”), which will take place on [            ], 2022, at 9:30 a.m. EST.

The Meeting and any adjournment thereof for the purposes set forth in the notice of meeting enclosed in this proxy statement will be held on [            ], 2022 at 9:30 a.m. EST at Office Q 11th Floor, Kings Wing Plaza 2, No. 1 Kwan Street, Sha Tin, New Territories, Hong Kong.

Shareholders are being asked to consider and vote upon proposals to (i) elect Kuangtao Wang, Ronggang (Jonathan) Zhang, Doug Buerger, and Guisuo Lu (the “Director Nominees”) to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of shareholders and until his/her respective successor is elected and duly qualified., (ii) ratify the appointment of Assentsure PAC (“Assentsure”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, (iii) approve the proposed sale (the “Disposition”) of our subsidiaries, Hong Kong MQ Group Limited (“Hong Kong MQ”) and Hong Kong Takung Art Company Limited (“Hong Kong Takung”) to Fecundity Capital Investment Co., Ltd for a purchase price of US$1,500,000 (the “Consideration”), (iv) adopt the Agreement and Plan of Merger (the “Merger Agreement”) by and between the Company and NFT Limited, an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Company (the “Redomicile”) pursuant to which NFT Limited will be the surviving company, (v) adopt the Memorandum and Articles of Association of NFT Limited (the “M&A”) pursuant to which NFT Limited will be authorized to issue 450,000,000 Class A ordinary shares, par value US$0.0001 each (the “Class A Ordinary Shares”), 50,000,000 Class B ordinary shares, par value US$0.0001 each (the “Class B Ordinary Shares”); (vi) issuance of Class A Ordinary Shares to all the holders of the Company’s common stock on a one-on-one ratio (“Reclassification”), and (vii) transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

This proxy statement also gives you information on the proposals so that you can make an informed decision. You should read it carefully. Your vote is important. You are encouraged to submit your proxy card as soon as possible after carefully reviewing this proxy statement.

Who can vote at this Meeting?

Shareholders who owned shares of common stock of the Company on [            ], 2022 (the “Record Date”) may attend and vote at the Meeting. There were [            ] shares of common stock outstanding on the Record Date. All shares of common stock shall have one vote per share. Information about the ownership of our directors, executive officers and significant shareholders is contained in the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 32 of this proxy statement.

What is the proxy card?

The card enables you to appoint Kuangtao Wang, the Company’s chief executive officer and Jianguang Qian, the Company’s chief financial officer as your representatives at the Meeting. By completing and returning the proxy card, you are authorizing these persons to vote your shares at the Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting, it is strongly recommended to complete and return your proxy card before the Meeting date just in case your plans change. If a proposal comes up for vote at the Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.

How does the Board recommend that I vote?

Our Board unanimously recommends that shareholders vote “FOR” each of the Director Nominees listed in proposal No. 1 and “FOR” each of proposals No. 2, No. 3, No. 4, No. 5, and No. 6.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Certain of our shareholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholders of Record/Registered Shareholders

If, on the Record Date, your shares were registered directly in your name with our transfer agent, VStock Transfer LLC, you are a “shareholder of record” who may vote at the Meeting, and we are sending these proxy materials directly to you. As the shareholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote at the Meeting. Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy card to ensure that your vote is counted.

Beneficial Owner

If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the shareholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares and to attend the Meeting. However, since you are not the shareholder of record, you may not vote these shares at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however, you will not be able to vote at the Meeting.

How do I vote?

If you were a shareholder of record of the Company’s shares of common stock on the Record Date, you may vote electronically at the Meeting or by submitting a proxy. Each ordinary share that you own in your name entitles you to one vote, in each case, on the applicable proposals.

(1) You may submit your proxy by mail. You may submit your proxy by mail by completing, signing and dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to the Meeting and if you mark your voting instructions on the proxy card, your shares will be voted:

•        as you instruct, and

•        according to the best judgment of the proxies if a proposal comes up for a vote at the Meeting that is not on the proxy card.

We encourage you to examine your proxy card closely to make sure you are voting all of your shares in the Company.

If you return a signed card, but do not provide voting instructions, your shares will be voted:

•        FOR each nominee for director;

•        FOR the appointment of Assentsure as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

•        FOR the approval of the Disposition;

•        FOR the approval of the adoption of the Merger Agreement and the Redomicile; and

•        FOR the approval of the Reclassification; and

•        According to the best judgment of the Company’s Chief Executive Officer and Chairman if a proposal comes up for a vote at the Meeting that is not on the proxy card.

(2) You may vote online at proxyvote.com.

(3) You may vote by telephone at 1-800-690-6903.

If I plan on attending the Meeting, should I return my proxy card?

Yes. Whether or not you plan to attend the Meeting, after carefully reading and considering the information contained in this proxy statement, please complete and sign your proxy card. Then return the proxy card in the pre-addressed, postage-paid envelope provided herewith as soon as possible so your shares may be represented at the Meeting.

May I change my mind after I return my proxy?

Yes. You may revoke your proxy and change your vote at any time before the polls close at this Meeting. You may do this by:

•        sending a written notice to the Secretary of the Company at the Company’s executive offices stating that you would like to revoke your proxy of a particular date;

•        signing another proxy card with a later date and returning it to the Secretary before the polls close at this Meeting; or

•        attending the Meeting and voting electronically.

What does it mean if I receive more than one proxy card?

You may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your shares are voted.

What happens if I do not indicate how to vote my proxy?

Signed and dated proxies received by the Company without an indication of how the shareholder desires to vote on a proposal will be voted in favor of each director and proposal presented to the shareholders.

Will my shares be voted if I do not sign and return my proxy card?

If you do not sign and return your proxy card, your shares will not be voted unless you vote at the Meeting.

What vote is required to elect the Director Nominees as directors of the Company?

The election of each nominee for director requires the affirmative vote of a majority of the shares of common stock voted at the Meeting or represented by proxy and entitled to vote in the election of directors at the Meeting.

How many votes are required to ratify the appointment of Assentsure as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022?

The proposal to ratify the appointment of Assentsure as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of common stock entitled to vote.

How many votes are required to approve the Disposition?

The proposal to approve the Disposition, requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of common stock entitled to vote.

How many votes are required to approve the Merger Agreement?

The proposal to approve the Merger Agreement, requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of common stock entitled to vote.

How many votes are required to approve the Reclassification?

The proposal to approve the Reclassification, requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of common stock entitled to vote.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying shareholders are kept confidential and will not be disclosed, except as may be necessary to meet legal requirements.

Where do I find the voting results of this Meeting?

We will announce voting results at the Meeting and also file a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) reporting the voting results.

Who can help answer my questions?

You can contact us by sending a letter to the offices of the Company at Office Q 11th Floor, Kings Wing Plaza 2, No. 1 Kwan Street, Sha Tin, New Territories, Hong Kong with any questions about proposals described in this proxy statement or how to execute your vote.

QUESTIONS AND ANSWERS RELATING TO THE MERGER

What is the merger?

Under the Merger Agreement, NFT Limited will merge with and into the Company, with the NFT Limited surviving the merger. Upon consummation of the merger, each issued and outstanding share of the Company’s common stock will be converted into the right to receive one Class A ordinary share in the capital of NFT Limited, which shares will be issued by NFT Limited in connection with the merger. Following the merger, NFT Limited will own and continue to conduct our business in substantially the same manner as it is currently being conducted by the Company and its subsidiaries. NFT Limited will also be managed by the same Board and executive officers that manage the Company today.

Why does the Company want to engage in the merger?

The merger is part of a reorganization of the Company’s corporate structure approved by our Board that we expect will, among other things, result in a reduction in legal and accounting costs over the long term and provide us with flexibility to take certain corporate actions in a more efficient manner. Please see the section entitled “The Merger Agreement — Background and Reasons for the Merger.” However, there can be no assurance that following the merger we will be able to realize these expected benefits for the reasons discussed in the section entitled “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — The expected benefits of the merger may not be realized.” We also have incurred and will continue to incur transaction costs (the significant majority of which will have been incurred and expensed prior to your vote on the proposal). Please see the section entitled “Summary Pro Forma Financial Information” for a description of these transaction costs.

Will the merger affect current or future operations?

The merger is not expected to have a material impact on how we conduct day-to-day operations. While the new corporate structure would not change our future operational plans to grow our business, including our focus on our U.S. business, it may improve our ability to expand internationally. The location of future operations will depend on the needs of the business, which will be determined without regard to NFT Limited’s jurisdiction of incorporation. Please see the section entitled “The Merger Agreement — Background and Reasons for the Merger.”

Is the merger taxable to me?

U.S. holders will not recognize gain or loss for U.S. federal income tax purposes upon receipt of NFT Limited ordinary shares in exchange for the Company common stock. The aggregate tax basis in the ordinary shares of NFT Limited received in the merger will equal each such U.S. holder’s aggregate tax basis in the Company common stock surrendered. A U.S. holder’s holding period for the ordinary shares of NFT Limited that are received in the merger generally should include such U.S. holder’s holding period for the common stock of the Company surrendered. Please see the section entitled “Taxation — Material United States Federal Income Tax Consequences Relating to the Merger and the Ownership and Disposition of NFT Limited Ordinary Shares.”

THE TAX TREATMENT OF THE MERGER UNDER STATE LAW WILL DEPEND ON THE STATE. IT IS POSSIBLE THAT THE MERGER MAY BE TAXABLE UNDER THE TAX LAW OF SOME STATES, INCLUDING, FOR EXAMPLE, CALIFORNIA. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR PRIOR TO THE ANNUAL MEETING REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO YOU.

Has the U.S. Internal Revenue Service rendered a ruling on any aspects of the merger?

No ruling has been requested from the U.S. Internal Revenue Service, or the IRS, in connection with the merger.

When do you expect to complete the merger?

If the adoption of the Merger Agreement is approved by our stockholders at the Annual Meeting, we anticipate that the merger will become effective at 4:30 pm EST on [            ], 2022 or such other time that the parties to the Merger Agreement shall have agreed upon and designated in a certificate of ownership and merger (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware and the filing of articles of merger with the

Secretary of State of the State of Delaware, although the merger may be abandoned by our Board prior to its completion. Please see the section entitled “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — Our Board of Directors may choose to defer or abandon the merger.”

What types of information and reports will NFT Limited make available to shareholders following the merger?

Following completion of the merger, NFT Limited is expected to qualify as a “foreign private issuer” under the rules and regulations of the SEC. NFT Limited will remain subject to the mandates of the Sarbanes-Oxley Act of 2002, or the Sarbanes- Oxley Act, and, as long as the NFT Limited’s Class A ordinary shares are listed on the NYSE American, the governance and disclosure rules of that stock exchange. However, as a foreign private issuer, NFT Limited will be exempt from certain rules under the Exchange Act that would otherwise apply if NFT Limited were a company incorporated in the United States or did not meet the other conditions to qualify as a foreign private issuer. For example:

•        NFT Limited may include in its SEC filings financial statements prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, or with the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, without reconciliation to U.S. GAAP;

•        NFT Limited will not be required to provide as many Exchange Act reports, or as frequently or as promptly, as U.S. companies with securities registered under the Exchange Act. For example, NFT Limited will not be required to file current reports on Form 8-K within four business days from the occurrence of specific material events. Instead, NFT Limited will need to promptly furnish reports on Form 6-K any information that NFT Limited (a) makes or is required to make public under the laws of the Cayman Islands, (b) files or is required to file under the rules of any stock exchange or (iii) otherwise distributes or is required to distribute to its shareholders. Unlike Form 8-K, there is no precise deadline by which Form 6-K must be furnished. In addition, NFT Limited will not be required to file its annual report on Form 10-K, which may be due as soon as 60 days after its fiscal year end. As a foreign private issuer, NFT Limited will be required to file an annual report on Form 20-F within four months after its fiscal year end;

•        NFT Limited will not be required to provide the same level of disclosure on certain issues, such as executive compensation;

•        NFT Limited will not be required to conduct advisory votes on executive compensation;

•        NFT Limited will be exempt from filing quarterly reports under the Exchange Act with the SEC;

•        NFT Limited will not be subject to the requirement to comply with Regulation Fair Disclosure, or Regulation FD, which imposes certain restrictions on the selected disclosure of material information;

•        NFT Limited will not be required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

•        NFT Limited will not be required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

NFT Limited expects to take advantage of these exemptions if the merger is effected. Accordingly, after the completion of the merger, if you hold NFT Limited securities, you may receive less information about NFT Limited and its business than you currently receive with respect to the Company and be afforded less protection under the U.S. federal securities laws than you are entitled to currently. However, consistent with our policy of seeking input from, and engaging in discussions with, our stockholders, on executive compensation matters, NFT Limited intends to provide disclosure relating to its executive compensation philosophy, policies and practices and conduct an advisory vote on executive compensation once every three (3) years after the merger is effected. However, NFT Limited expects to review this practice after the next such advisory vote and may at that time or in the future determine to conduct such advisory votes more frequently or to not conduct them at all.

If NFT Limited loses its status as a foreign private issuer at some future time, then it will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements as if it were a company incorporated in the United States. The costs incurred in fulfilling these additional regulatory requirements could be substantial. Please see the sections entitled “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — The expected benefits of the merger and reorganization may not be realized” and “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — If NFT Limited fails to qualify as a foreign private issuer upon completion of the merger, or loses its status as a foreign private issuer at some future time, NFT Limited would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers and would incur significant operational, administrative, legal and accounting costs that it would not incur as a foreign private issuer.”

Do I have to take any action to exchange my common stock and receive NFT Limited Class A ordinary shares?

The Company common stock registered in your name or which you beneficially own through your broker will be converted into the right to receive an equal number of NFT Limited ordinary shares and such shares will be registered in your name (or your broker’s name, as applicable) in NFT Limited’s register of members upon completion of the merger, without any further action on your part. Upon completion of the merger, only registered shareholders reflected in NFT Limited’s register of members will have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon NFT Limited ordinary shares registered in their respective names. Any attempted transfer of the Company stock prior to the merger that is not properly documented and reflected in the stock records maintained by the Company’s transfer agent as of immediately prior to the Effective Time will not be reflected in NFT Limited’s register of members upon completion of the merger. Registered holders of NFT Limited’s ordinary shares seeking to transfer NFT Limited ordinary shares following the merger will be required to provide customary transfer documents required by NFT Limited’s transfer agent to complete the transfer.

If you hold the Company’s common stock in uncertificated book-entry form (for example, if you hold your shares through a broker), at the time the merger becomes effective in the State of Nevada, or the Effective Time, the Company common stock registered in your name or which you beneficially own through your broker will be converted into the right to receive an equal number of NFT Limited Class A ordinary shares and such shares will be registered in your name (or your broker’s name, as applicable) in book-entry form without any action on your part.

If you hold the Company’s common stock in certificated form, you may exchange your stock certificates for new NFT Limited share certificates promptly following the merger. We will request that all the Company stock certificates be returned to NFT Limited’s transfer agent following the merger. Soon after the closing of the merger, you will be sent a letter of transmittal from our exchange agent. It is expected that, prior to the Effective Time, VStock Transfer, LLC will be appointed as our exchange agent for the merger. The letter of transmittal will contain instructions explaining the procedure for surrendering your stock certificates for new NFT Limited share certificates. YOU SHOULD NOT RETURN STOCK CERTIFICATES WITH THE ENCLOSED PROXY CARD.

The Company’s current transfer agent is VStock Transfer, LLC, which will continue to serve as the transfer agent for NFT Limited ordinary shares after the Effective Time.

What happens to the Company stock options at the Effective Time of the merger?

At the Effective Time, all outstanding and unexercised portions of each option, warrant and security exercisable or convertible by its terms into the common stock of the Company (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”) shall be assumed by NFT Limited and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of ordinary shares of NFT Limited as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions; and NFT Limited shall take all steps to ensure that a sufficient number of ordinary shares is reserved for the exercise of such Company Stock Options. Please see the section entitled “The Merger Agreement — Stock Compensation and Benefit Plans and Programs” for more information.

Can I trade my Company common stock before the merger is completed?

Yes. the Company common stock will continue trading on NYSE American through the last trading day prior to the date of completion of the merger, which date of completion is expected to be [            ], 2022.

After the merger, where can I trade my NFT Limited ordinary shares?

We expect that as of the Effective Time, the NFT Limited Class A ordinary shares will be authorized for listing on NYSE American, and we expect such shares will be traded on the exchange under the symbol “[            ]”

How will my rights as a shareholder of NFT Limited change after the merger relative to my rights as a stockholder of the Company prior to the merger?

Because of differences between Delaware law and Cayman Islands law and differences between the governing documents of the Company and NFT Limited, we are unable to adopt governing documents for NFT Limited that are identical to the governing documents for the Company, but we have attempted to preserve in the memorandum and articles of association of NFT Limited the same allocation of material rights and powers between the shareholders and our Board that exists under the Company’s bylaws and certificate of incorporation. For example, under the Company’s bylaws, a director must be elected by a plurality of the votes cast, meaning that the nominee who polls more votes than any other candidate is elected. This provision is preserved in the articles of association of NFT Limited.

Nevertheless, NFT Limited’s proposed memorandum and articles of association differ from the Company’s bylaws and certificate of incorporation, both in form and substance, and your rights as a shareholder of NFT Limited will change relative to your rights as a stockholder of the Company as a result of the merger and you may not be afforded as many rights as a shareholder of NFT Limited under applicable laws and the NFT Limited memorandum and articles of association as you were as a stockholder of the Company under applicable laws and the Company certificate of incorporation and bylaws. Please see the sections entitled “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — Your rights as a stockholder of the Company will change as a result of the merger and you may not be afforded as many rights as a shareholder of NFT Limited under applicable laws and the NFT Limited memorandum and articles of association as you were as a stockholder of the Company under applicable laws and the Company certificate of incorporation and bylaws.”

Notwithstanding the foregoing, the changes above may not change your rights as a shareholder significantly in practice because the Company has a concentrated ownership structure with a few stockholders each holding more than five percent (5%) of the Company’s common stock. For further details on the security ownership of certain beneficial owners of the Company, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

Additionally, as a foreign private issuer, NFT Limited will be permitted to follow corporate governance practices in accordance with Cayman Islands laws in lieu of certain NYSE American corporate governance standards. However, we do not intend to initially rely on any NYSE American exemptions or accommodations for foreign private issuers following the merger. Please see the sections entitled “Proposal 4 Approval of the Adoption of the Merger Agreement — The Merger Agreement — Background and Reasons for the Merger.”

What is the proposed Reclassification?

We are proposing that our shareholders adopt the M&A of NFT Limited pursuant to which NFT Limited will be authorized to issue 450,000,000 Class A Ordinary Shares, par value US$0.0001 each, 50,000,000 Class B Ordinary Shares, par value US$0.0001 each. In connection with the Merger, NFT Limited will issue Class A Ordinary Shares to all the holders of the Company’s common stock on a one-on-one ratio.

What will I receive in the Reclassification?

If the Reclassification is adopted, all your outstanding shares of the Company’s common stock will be converted into the right to receive an equal number of Class A Ordinary Shares of NFT Limited, which shares will be issued by NFT Limited as part of the merger. You will receive no other consideration for your shares of Company’s common stock when they are reclassified;

What are the differences between the Class A Ordinary Shares and Class B Ordinary Shares?

If the M&A is approved and adopted, each Class A Ordinary Share will be entitled to one vote and each Class B Ordinary Share will be entitled twenty votes.

When is the Reclassification expected to be completed?

If the Reclassification is approved, we expect to complete it as soon as practicable following the Annual Meeting.

What if the Reclassification is not approved or is not later implemented?

It is possible that the Reclassification will not be completed. The Reclassification will not be completed if, for example, the holders of a majority of our common stock do not vote to approve and adopt the M&A. If the Reclassification is not completed, we will only issue ordinary shares to all the holders of the Company’s common stock on a one-on-one ratio.

Will I have appraisal rights in connection with the Reclassification?

Under Cayman Islands law and the proposed M&A, you do not have appraisal or dissenter’s rights in connection with the Reclassification. However, other rights or actions besides appraisal and dissenter’s rights may exist under federal securities laws for shareholders who can demonstrate that they have been damaged by the Reclassification.

RISK FACTORS AND CAUTION REGARDING FORWARD-LOOKING STATEMENTS

In considering whether to vote in favor of the proposal to adopt the Merger Agreement in connection with the merger, you should consider carefully the following risks or investment considerations, in addition to the other information in this Proxy Statement. In addition, please note that this Proxy Statement contains or incorporates by reference “forward-looking statements” and “forward-looking information” under applicable securities laws. These forward-looking statements include, but are not limited to, statements about the merger and reorganization and our plans, objectives, expectations and intentions with respect to future operations, including the benefits or impact described in this Proxy Statement that we expect to achieve as a result of the merger and reorganization. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “continues,” “may,” “intends,” “plans” or similar expressions in this Proxy Statement or in the documents incorporated by reference. Any forward-looking statements in this Proxy Statement reflect only expectations that are current as of the date of this Proxy Statement or the date of any document incorporated by reference in this document, as the case may be, are not guarantees of performance, and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our ability to control. Further, these forward-looking statements are based on assumptions with respect to business strategies and decisions that are subject to change. Actual results or performance may differ materially from those we express in our forward-looking statements. Except as may be required by applicable securities laws, we disclaim any obligation or undertaking to disseminate any updates or revisions to our statements, forward-looking or otherwise, to reflect changes in our expectations or any change in events, conditions or circumstances on which any such statements are based.

Set forth below, we have identified the factors, among others, that you should consider before making a decision on whether or not to vote in favor of the proposal to adopt the Merger Agreement, and we have identified certain of the risks that could cause our actual plans or results to differ materially from those included in the forward-looking statements contained or incorporated by reference herein. You should consider these risks when deciding how to vote. In addition, you should also review carefully the risks affecting our business generally that could also cause our actual plans or results to differ materially from those included in the forward-looking statements contained or incorporated by reference herein.

Risks Relating to the Disposition

In addition to the other information contained in this proxy statement, you should carefully consider the following risk factors relating to the Disposition before you decide whether to vote for the proposals. You should also consider the other information in the proxy statement and our other reports on file with the SEC, including the annual report on Form 20-F for the fiscal year ended December 31, 2021.

The Disposition may not be completed if the parties fail to obtain shareholder approval or satisfy other closing conditions, or otherwise.

There will be uncertainties in completing the Disposition, which remains subject to conditions precedent involving, among other things, approval by the shareholders of the Company.

The disposition agreement contains customary closing conditions including: (i) the receipt of all requisite regulatory approvals; (ii) the receipt of the purchase consideration; and (iii) the receipt of a fairness opinion from an independent appraisal firm to the satisfaction of the Company’s board of directors.

The required satisfaction (or waiver) of any of the closing conditions could delay the completion of the Disposition for a significant period of time or prevent it from occurring. Any delay in completing the disposition could cause the Company not to realize some or all of the benefits that the parties expect the Company to achieve. Further, there can be no assurance that the conditions to the closing of the disposition will be satisfied or waived or that the disposition will be completed.

Failure to complete the merger and disposition could negatively impact our business, financial condition, results of operations or share price.

Completion of the Disposition is conditioned upon the satisfaction of certain closing conditions, including those discussed above, and other closing conditions customary for a transaction of this size and type. The required conditions to closing may not be satisfied in a timely manner, if at all. If the Disposition are not consummated for

these or any other reasons, we may be subject to a number of adverse effects, including: (i) the price of our common stock may decline to the extent that the current market price reflects a market assumption that the disposition will be completed; (ii) our operations may continue to incur loss; (iii) we may have difficulty maintaining compliance with NYSE American continued listing rules, and as a result, be delisted from the NYSE American; and (iv) costs related to the disposition, such as legal, accounting, financial advisory and printing fees, must be paid even if the disposition are not completed.

We will be liable to the Purchasers for a breach or violation of any representation, warranty, covenants or other obligation under the disposition agreement.

The Company has made certain representations, warranties and covenants under the disposition agreement. See “Proposal No.3: Approval of the Disposition — Terms of the Share Purchase Agreement — Representations and Warranties.” If there is any breach by the Company of any such representation, warranty, covenant or other obligation under the disposition agreement, the Company may be liable, either before or after the closing of the Disposition.

The business to be retained by us after the consummation of the Disposition may still generates losses; we may not be able to rely on the retained business to sustain our business operations.

Immediately following the sale of Hong Kong Takung and Hong Kong MQ to the Purchaser, our business will consist of consulting services such as artwork valuation/appreciation potential, NFT trading service, and advertising service.

We intend to roll out our new NFT business in the U.S. via NFT Exchange Limited. However, given that our new NFT business is in the initial stage, we may not be successful in doing so.

For as long as we remain a public company, we will continue to incur the expenses of complying with public company reporting requirements.

Our reporting obligations as a SEC registrant will not be affected as a result of completing the Disposition. For as long as we remain as such, we have an obligation to continue to comply with the applicable reporting requirements of the Exchange Act, which includes the filing with the SEC periodic reports and other documents relating to our business, financial condition and other matters, even though compliance with such reporting requirements is economically burdensome.

Risks Relating to the Merger and Reorganization

Your rights as a stockholder of The Company will change as a result of the merger and you may not be afforded as many rights as a shareholder of NFT Limited under applicable laws and the NFT Limited memorandum and articles of association as you were as a stockholder of The Company under applicable laws and the Company certificate of incorporation and bylaws.

Because of differences between Delaware law and Cayman Islands law and differences between the governing documents of the Company and NFT Limited, we are unable to adopt governing documents for NFT Limited that are identical to the governing documents for the Company, but we have attempted to preserve in the memorandum and articles of association of NFT Limited the same allocation of material rights and powers between the shareholders and our Board of Directors that exists under the Company’s bylaws and certificate of incorporation. Nevertheless, NFT Limited’s proposed memorandum and articles of association differ from the Company’s bylaws and certificate of incorporation, both in form and substance, and your rights as a shareholder will change. For example:

•        Under the DGCL, a corporation may not engage in a business in combination with an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder. However, there is no equivalent provision under the Companies Law or NFT Limited’s articles of association prohibiting business combinations with interested stockholders.

•        Under the DGCL, any stockholder may, upon written demand under oath stating the purpose thereof, inspect the corporation’s books and records for a proper purpose during the usual hours for business. However, shareholders of a Cayman Islands company do not have any general rights to inspect corporate records of

a company, and NFT Limited’s articles of association provide that the directors have the discretion as to whether, to what extent, when, where and under what conditions or regulations the accounts and books of the company may be open to the inspection of shareholders who are not directors.

•        Under the DGCL, a stockholder may bring a derivative suit provided the requirements to do so under the DGCL have been met. However, for a Cayman Islands company, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors, rather than the shareholders, and a shareholder of NFT Limited would be entitled to bring a derivative action on behalf of NFT Limited only in certain limited circumstances.

The laws of the Cayman Islands may not provide NFT Limited shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.

NFT Limited’s corporate affairs are governed by its memorandum and articles of association, by the Companies Law (2022 Revision) of the Cayman Islands, or the “Companies Law”, and by the common law of the Cayman Islands. The rights of shareholders to take action against NFT Limited’s directors, actions by minority shareholders and the fiduciary responsibilities of NFT Limited’s directors to NFT Limited under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from English common law, the decisions of whose courts are of persuasive authority but are not binding on a court in the Cayman Islands. The rights of NFT Limited’s shareholders and the fiduciary responsibilities of its directors, although clearly established under Cayman Islands law, are not specifically prescribed in statute or a particular document in the same way that they are in certain statutes or judicial precedents in some jurisdictions of the United States. In particular, the Cayman Islands has a different body of securities laws relative to the United States. Therefore, NFT Limited’s shareholders may have more difficulty protecting their interests in the face of actions by NFT Limited’s management, directors or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States. In addition, shareholders of Cayman Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States. The Cayman Islands courts are also unlikely to impose liability against NFT Limited, in original actions brought in the Cayman Islands, based on certain civil liabilities provisions of U.S. securities laws.

As a result of different shareholder voting requirements in the Cayman Islands relative to Delaware, we will have less flexibility with respect to our ability to amend our constitutional documents and enter into certain business combinations than we now have.

Under Delaware law and our current bylaws and certificate of incorporation, our bylaws and certificate of incorporation may be amended by the vote of a majority of shares of stock entitled to vote on the matter to approve the amendment, unless the certificate of incorporation requires the vote of a greater number of shares. Cayman Islands law requires a special resolution of not less than two-thirds of the shareholder votes cast at a general meeting for any amendment to the memorandum and articles of association of NFT Limited. As a result of this Cayman Islands law requirement, situations may arise where the flexibility we now have under Nevada law would have provided benefits to our stockholders that will not be available in the Cayman Islands.

In addition, under Cayman Islands law, certain corporate transactions, such as a merger, require the approval of a special resolution of not less than two-thirds of the shareholder votes cast at a general meeting or, if the share capital of the Company is divided into different classes of shares, and the rights attaching to any class of shares of the merged entity differ from those attaching to the shares of the other constituent company, the articles of association of NFT Limited also require a shareholder resolution by majority in number representing 66 2/3% of the holders of the Shares entitled to vote and present in person or by proxy at the meeting of the relevant class. By contrast, a merger under Nevada law would only require a simple majority of the outstanding stock of the company entitled to vote thereon. The increased shareholder approval requirements may limit our flexibility to enter into or complete certain business combinations that may be beneficial to shareholders.

The expected benefits of the merger and reorganization may not be realized.

We have presented in this Proxy Statement the anticipated benefits of the merger and reorganization. Please see the section entitled “The Merger Agreement — Background and Reasons for the Merger.” We cannot be assured that all of the goals of the merger and reorganization will be achievable, and some or all of the anticipated benefits of

the merger and reorganization may not occur, particularly as the achievement of the benefits are in many important respects subject to factors that we do not control. These factors would include such things as the reactions of third parties with whom we enter into contracts and do business and the reactions of investors and analysts. In addition, the anticipated reduction of SEC reporting requirements and related expenses may not be achieved in the event of changes to the SEC rules applicable to foreign private issuers or if we fail to qualify as a foreign private issuer. While we expect the merger and reorganization will enable us to reduce our operational, administrative, legal and accounting costs over the long term, these benefits may not be achieved.

As a foreign private issuer, NFT Limited will not be required to provide its shareholders with the same information as the Company would if the Company remained a U.S. public issuer and, as a result, you may not receive as much information about NFT Limited as you did about the Company and you may not be afforded the same level of protection as a shareholder of NFT Limited under applicable laws and the NFT Limited memorandum and articles of association as you were as a stockholder of the Company under applicable laws and the Company certificate of incorporation and bylaws.

Following the completion of the merger, NFT Limited is expected to qualify as a “foreign private issuer” under the rules and regulations of the SEC. NFT Limited will remain subject to the mandates of the Sarbanes-Oxley Act, and, as long as the NFT Limited’s ordinary shares are listed on the NYSE American, the governance and disclosure rules of that stock exchange. However, as a foreign private issuer, NFT Limited will be exempt from certain rules under the Exchange Act that would otherwise apply if NFT Limited were a company incorporated in the United States or did not meet the other conditions to qualify as a foreign private issuer. For example:

•        NFT Limited may include in its SEC filings financial statements prepared in accordance with U.S. GAAP or with IFRS as issued by the IASB without reconciliation to U.S. GAAP;

•        NFT Limited will not be required to provide as many Exchange Act reports, or as frequently or as promptly, as U.S. companies with securities registered under the Exchange Act. For example, NFT Limited will not be required to file current reports on Form 8-K within four business days from the occurrence of specific material events. Instead, NFT Limited will need to promptly furnish reports on Form 6-K any information that NFT Limited (a) makes or is required to make public under the laws of the Cayman Islands, (b) files or is required to file under the rules of any stock exchange or (c) otherwise distributes or is required to distribute to its shareholders. Unlike Form 8-K, there is no precise deadline by which Form 6-K must be furnished. In addition, NFT Limited will not be required to file its annual report on Form 10-K, which may be due as soon as 60 days after its fiscal year end. As a foreign private issuer, NFT Limited will be required to file an annual report on Form 20-F within four months after its fiscal year end;

•        NFT Limited will not be required to provide the same level of disclosure on certain issues, such as executive compensation;

•        NFT Limited will not be required to conduct advisory votes on executive compensation;

•        NFT Limited will be exempt from filing quarterly reports under the Exchange Act with the SEC;

•        NFT Limited will not be subject to the requirement to comply with Regulation FD, which imposes certain restrictions on the selected disclosure of material information;

•        NFT Limited will not be required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

•        NFT Limited will not be required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

NFT Limited expects to take advantage of these exemptions if the merger is effected. Accordingly, after the completion of the merger, if you hold NFT Limited securities, you may receive less information about NFT Limited and its business than you currently receive with respect to the Company and be afforded less protection under the U.S. federal securities laws than you are entitled to currently. However, consistent with our policy of seeking input from, and engaging in discussions with, our stockholders, on executive compensation matters, NFT Limited intends to provide disclosure relating to its executive compensation philosophy, policies and practices and conduct an advisory

vote on executive compensation once every three years after the merger is effected. However, NFT Limited expects to review this practice after the next such advisory vote and may at that time or in the future determine to conduct such advisory votes more frequently or to not conduct them at all.

If NFT Limited fails to qualify as a foreign private issuer upon completion of the merger, or loses its status as a foreign private issuer at some future time, NFT Limited would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers and would incur significant operational, administrative, legal and accounting costs that it would not incur as a foreign private issuer.

Following completion of the merger, NFT Limited is expected to qualify as a “foreign private issuer” under the rules and regulations of the SEC. As a foreign private issuer, NFT Limited will be exempt from certain rules under the Exchange Act that would otherwise apply if NFT Limited were a company incorporated in the United States or did not meet the other conditions to qualify as a foreign private issuer. Please see the section entitled “Risk Factors and Caution Regarding Forward-Looking Statements — Risks Relating to the Merger and Reorganization — As a foreign private issuer, NFT Limited will not be required to provide its shareholders with the same information as the Company would if the Company remained a U.S. public issuer and, as a result, you may not receive as much information about NFT Limited as you did about the Company and you may not be afforded the same level of protection as a shareholder of NFT Limited under applicable laws and the NFT Limited memorandum and articles of association as you were as a stockholder of the Company under applicable laws and the Company certificate of incorporation and bylaws.” While NFT Limited is expected to qualify as a foreign private issuer following the completion of the merger, if NFT Limited fails to qualify as a foreign private issuer upon completion of the merger, or loses its status as a foreign private issuer at some future time, NFT Limited will be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers and would incur significant operational, administrative, legal and accounting costs that it would not incur as a foreign private issuer.

If we prepare our financial statements in accordance with IFRS following the merger, there may be a significant effect on our reported financial results.

The SEC permits foreign private issuers to file financial statements in accordance with IFRS as issued by IASB. At any time in the future, as a foreign private issuer, we may decide to prepare our financial statements in accordance with IFRS as issued by the IASB. The application by us of different accounting standards, a change in the rules of IFRS as issued by the IASB, or in the SEC’s acceptance of such rules, could have a significant effect on our reported financial results. Additionally, U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. IFRS are subject to interpretation by the IASB. A change in these principles or interpretations could have a significant effect on our reported financial results.

Changes in domestic and foreign laws, including tax law changes, could adversely affect NFT Limited, its subsidiaries and its shareholders, and our effective tax rate may increase whether we effect the merger or not.

Changes in tax laws, regulations or treaties or the interpretation or enforcement thereof, in both or either of the U.S. or Cayman Islands, could adversely affect the tax consequences of the merger to NFT Limited and its shareholders and/or our effective tax rates (whether associated with the merger or otherwise). While the merger is not anticipated to have any material impact on our effective tax rate, there is uncertainty regarding the tax policies of the jurisdictions where we operate, and our effective tax rate may increase and any such increase may be material.

The enforcement of civil liabilities against NFT Limited may be more difficult.

After the merger, all of our executive officers and a majority of our directors will reside outside of the United States. As a result, it may be more difficult to serve legal process within the United States upon any of these persons and it may also be difficult to enforce, both in and outside of the United States, judgments you may obtain in the U.S. courts against these persons in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Because NFT Limited is a Cayman Islands corporation, investors could also experience more difficulty enforcing judgments obtained against NFT Limited in U.S. courts than would currently

be the case for U.S. judgments obtained against the Company. In addition, it may be more difficult (or impossible) to bring some types of claims against NFT Limited in Cayman Islands courts than it would be to bring similar claims against a U.S. company in a U.S. court.

The market for NFT Limited shares may differ from the market for the Company shares.

Although it is anticipated that the NFT Limited ordinary shares will be authorized for listing on NYSE American under the symbol “[    ],” as a company incorporated under the laws of the Cayman Islands, shares of NFT Limited may appeal to different institutional investors, or impact the level of investment by current investors who may prefer or be required by internal guidelines to invest in companies that are incorporated in the United States. Accordingly, the reorganization may impact our institutional investor base, or the level of their respective investments in our securities, and may result in a change in the market prices, trading volume and volatility of the NFT Limited shares from those of the Company shares.

We expect to incur transaction costs and adverse financial consequences in the year of completion of the merger.

We expect a total of approximately $[    ] in transaction costs in connection with the merger, which have been and will continue to be expensed as incurred. The substantial majority of these costs will be incurred regardless of whether the merger is completed and prior to your vote on the proposal. We expect to incur costs and expenses, including professional fees, to comply with the Cayman Islands corporate and other laws. In addition, we expect to incur attorneys’ fees, accountants’ fees, filing fees, mailing expenses, proxy solicitation fees and financial printing expenses in connection with the merger, even if the merger is not approved or completed. Please see the section entitled “Summary Pro Forma Financial Information” for more information regarding these transaction costs.

The merger also may negatively affect us by diverting attention of our management and employees from our operating business during the period of implementation and by increasing other administrative costs and expenses.

Our Board of Directors may choose to defer or abandon the merger.

Completion of the merger may be deferred or abandoned, at any time, by action of our Board of Directors, whether before or after the Annual Meeting. While we currently expect the merger to take place promptly after the proposal to adopt the merger agreement is approved at the Annual Meeting, our Board of Directors may defer completion either before or for a significant time after the Annual Meeting or may abandon the merger because of, among other reasons, changes in existing or proposed laws, our determination that the merger would involve tax or other risks that outweigh their benefits, our determination that the level of expected benefits associated with the merger would otherwise be reduced, a dispute with the taxation authorities over the merger (or certain aspects thereof), an unexpected increase in the cost to complete the merger or any other determination by our Board of Directors that the merger would not be in the best interests of the Company or its stockholders or that the merger would have material adverse consequences to the Company or its stockholders.

THE ANNUAL MEETING

General

We are furnishing this proxy statement to you, as a shareholder of Takung Art Co., Ltd, as part of the solicitation of proxies by our Board for use at the Meeting to be held on [    ], 2022, and any adjournment or postponement thereof. This proxy statement is first being furnished to shareholders on or about [    ], 2022. This proxy statement provides you with information you need to know to be able to vote or instruct your proxy how to vote at the Meeting.

Date, Time and Place of the Meeting

The Meeting will be held on [    ], 2022, at 9:30 a.m. EST, or such other date, time and place to which the Meeting may be adjourned or postponed. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting.

Purpose of the Meeting

At the Meeting, the Company will ask shareholders to consider and vote upon the following proposals:

1.      To elect Kuangtao Wang, Ronggang (Jonathan) Zhang, Doug Buerger, and Guisuo Lu (the “Director Nominees”) to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of shareholders and until his/her respective successor is elected and duly qualified.

2.      To ratify the appointment of Assentsure PAC (“Assentsure”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

3.      To approve the proposed sale of our subsidiaries, Hong Kong MQ Group Limited (“Hong Kong MQ”), Hong Kong Takung Art Company Limited (“Hong Kong Takung”) and its subsidiary, Takung Cultural Development (Tianjin) Co., Ltd. (“Tianjin Takung”) for a purchase price of US$1,500,000 (the “Disposition”);

4.      To adopt the Agreement and Plan of Merger (the “Merger Agreement”) by and between the Company and NFT Limited, an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Company (the “Redomicile”) pursuant to which NFT Limited will be the surviving company;

5.      To adopt the Memorandum and Articles of Association of NFT Limited (the “M&A”) pursuant to which NFT Limited will be authorized to issue 450,000,000 Class A ordinary shares, par value US$0.0001 each (the “Class A Ordinary Shares”), 50,000,000 Class B ordinary shares, par value US$0.0001 each (the “Class B Ordinary Shares”);

6.      To approve an alteration to the share capital of the Company by the conversion of each of the Company’s issued and paid up share of Common Stock with a par value of $0.001 (the “Common Stock”) into one Class A Ordinary Share to be issued as fully paid in the name of each shareholder, for each share of Common Stock which was registered in the name of each shareholder prior to the application of this resolution (collectively, the “Reclassification”); and

7.      To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Record Date and Voting Power

Our Board fixed the close of business on [    ], 2022, as the record date for the determination of the outstanding shares of common stock entitled to notice of, and to vote on, the matters presented at the Meeting. As of the Record Date, there were [    ] shares of common stock outstanding. Each share of common stock entitles the holder thereof to one vote. Accordingly, a total of [    ] votes may be cast at the Meeting.