Item 1.01 Entry into a Material Definitive Agreement.

Item 1.01 of the Original 8-K is hereby amended and restated as follows:





Disposition Agreement

On November 1, 2022, Takung Art Co., Ltd. (the "Company"), Hong Kong Takung Art Company Limited ("Hong Kong Takung") and Hong Kong MQ Group Limited ("Hong Kong MQ", together with Hong Kong Takung, the "Targets"), the Company's wholly owned subsidiaries, and Fecundity Capital Investment Co., Ltd. (the "Purchaser"), entered into a certain share purchase agreement (the "Disposition SPA"). Pursuant to the Disposition SPA, the Purchaser agreed to purchase the Targets in exchange for cash consideration of $1,500,000 (the "Purchase Price"). Upon the closing of the transaction (the "Disposition") contemplated by the Disposition SPA, the Purchaser will become the sole shareholder of OneSmart BVI and as a result, assume all assets and liabilities of all the subsidiaries and VIE entities owned or controlled by OneSmart BVI. The Company believes that the Disposition will not have a significant, material impact on the Company's consolidated financial statements. A copy of the Disposition SPA is attached hereto as Exhibit 10.1

The closing of the Disposition is subject to certain closing conditions including the payment of the Purchase Price, the receipt of a fairness opinion from Access Partner Consultancy & Appraisals and the approval of the Company's shareholders.

The Disposition was approved by the board of directors (the "Board") of the Company.

Below is the Company's structure chart before the completion of the Disposition.





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Below will be the Company's structure chart after the completion of the Disposition.





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Merger Agreement

On November 1, 2022, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with NFT Limited ("NFT"), a Cayman Islands exempt company and a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, among other things, the Company will merge with and into NFT, with NFT continuing as the surviving entity (the "Redomicile"). The Redomicile will become effective at such time on the closing date as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time specified in the Certificate of Merger (the "Effective Time").

From and after the Effective Time, each share of the Company's stock, either common stock or preferred stock issued and outstanding prior to the Effective Time (excluding certain excluding shares and dissenting shares, if any) will be automatically converted into Class A Ordinary Shares of NFT on pro rata basis. Each share of NFT stock held immediately prior to the Effective Time by the Company will be automatically cancelled and no payment will be made with respect thereto.

The closing of the Redomicile is subject to the satisfaction or waiver of customary conditions by the respective parties, including the approval of the Merger Agreement and the contemplated transactions by the Company's shareholders.

The Redomicile was approved by the Board of the Company.

Item 9.01. Financial Statements and Exhibits.






Exhibit
No.        Description
10.1         Share Purchase Agreement by and among the Company, Fecundity Capital
           Investment Co., Ltd., Hong Kong Takung Art Company Limited, Hong Kong MQ
           Group Limited and Takung Art Co., Ltd., dated November 1, 2022
           (incorporated by reference to Exhibit 10.1 of the Company's Current
           Report on Form 8-K filed with the Securities and Exchange Commission on
           November 7, 2022)
10.2         Agreement and Plan of Merger by and between Takung Art Co., Ltd. and
           NFT Limited, dated November 1, 2022 (incorporated by reference to
           Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the
           Securities and Exchange Commission on November 7, 2022)
10.3         Amendment to the Share Purchase Agreement by and among the Company,
           Fecundity Capital Investment Co., Ltd., Hong Kong Takung Art Company
           Limited, Hong Kong MQ Group Limited and Takung Art Co., Ltd., dated
           December 9, 2022
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)




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