The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. FIRST TRINITY FINANCIAL CORPORATION MAY NOT ISSUE FIRST TRINITY FINANCIAL CORPORATION CLASS A COMMON STOCK TO K-TENNROYALTY CAPITAL INC.CORPORATION PURSUANT TO THE PURCHASE AND SALE AGREEMENT UNTIL THE REGISTRATION STATEMENT ON FORM S-4 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CONTAINING THIS PROXY STATEMENT/PROSPECTUS IS EFFECTIVE AND CERTAIN OTHER CONDITIONS ARE SATISFIED. THIS PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL FIRST TRINITY FINANCIAL CORPORATION’SCORPORATION’S CLASS A COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY FIRST TRINITY FINANCIAL CORPORATION’SCORPORATION’S CLASS A COMMON STOCK TO ANY INDIVIDUAL SHAREHOLDER OF K-TENNROYALTY CAPITAL INC.,CORPORATION OR IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED NOVEMBER 26, 2019OCTOBER 22, 2021

K-TENNROYALTY CAPITAL INC.CORPORATION

Dear K-TENNRoyalty Capital Inc.Corporation Shareholder:

You are cordially invited to attend a special meeting (the “special meeting”) of shareholders of K-TENNRoyalty Capital Inc., a TennesseeCorporation, an Illinois corporation (“K-TENN”RCC”), to be held on Friday, December 20, 2019[            ], 2021 at 10:00 a.m.[            ] local time at the Radisson Hotel, 1112 Airport Center Drive, Nashville, Tennessee 37214.via videoconference. At the special meeting, K-TENNRCC is seeking your approval of (i) the exchange of the capital stock (“share exchange”) of K-TENNRoyalty Capital Life Insurance Company (“RCLIC”), a wholly-owned Missouri subsidiary of K-TENN (“K-TENN Life”),RCC, to First Trinity Financial Corporation, an Oklahoma corporation (“FTFC”), set forth in the Purchase and Sale Agreement (in the form of Annex A to this proxy statement/prospectus), and (ii) the dissolution of K-TENNRCC through the adoption of the Plan of Liquidation and Dissolution (in the form of Annex B to this proxy statement/prospectus) (the “Plan of Liquidation and Dissolution”). The capital stock of K-TENN LifeRCLIC constitutes substantially all of the assets of K-TENNRCC and substantially all of its operations are conducted through K-TENN Life.RCLIC. After the share exchange, there will be no reason for K-TENNRCC to continue to exist and it will be dissolved.

In consideration for the shares of K-TENN Life, K-TENNRCLIC, RCC will receive 168,866745,730 shares of FTFC’s Class A Common Stock. The shares of FTFC Class A Common Stock have been valued by the parties at $10.94$8.06 per share for purposes of the share exchange.

There is no public trading market in FTFC’s Class A Common Stock; therefore, the value ascribed to FTFC’s Class A Common Stock for purposes of the share exchange may not reflect their intrinsic value or the value an independent third-party purchaser might pay for such shares (either of which could be considerably less than the assumed share exchange value). FollowingIn connection with the share exchange, K-TENNRCC intends to pay all oftransfer its outstandingcash and minor assets and minor liabilities to RCLIC immediately prior to the share exchange and settle any other liabilities and obligations, if any, in accordance with applicable law and the Plan of Liquidation and Dissolution. AnyThe remaining assets, includingcomprised only of shares of FTFC Class A Common Stock, would be available for pro rata distribution to K-TENNRCC shareholders. Based upon the assumptions described below under the “Plan of Liquidation and Dissolution,” K-TENNRCC believes that holderseach holder of RCC common stock could receive approximately one (1) share of FTFC Class A Common Stock for each 45approximately thirty-four (34) shares of K-TENNRCC common stock owned by them.such holder. However, if such assumptions prove to be incorrect, the shares that K-TENN’sRCC’s shareholders may receive may be substantially less than anticipated. K-TENNRCC does not plan to resolicit shareholder approval for the Plan of Liquidation and Dissolution, even if the consideration to be distributed to shareholders materially changes from the foregoing estimate.

After due consideration of all other alternatives available to K-TENNRCC at this time, including the liquidation and cessation of K-TENN’sRCC’s business K-TENN’sand extending the search for alternative transactions, RCC’s board of directors concluded the completion of the share exchange and implementation of the Plan of Liquidation and Dissolution was advisable and in the best interests of K-TENNRCC and its shareholders. The other directors and I urge you to vote FOR each of the proposals in this proxy statement/prospectus, which we have approved after careful consideration. Your vote is extremely important, and your early response will be greatly appreciated.

Sincerely,If you have any questions or need assistance voting your shares, please call RCC at (708) 995-7748 or write to Royalty Capital Corporation, 19250 Everett Lane, Mokena, Illinois 60448, Attention: Corporate Secretary.

/s/ David Foley                                  Mokena, Illinois

David Foley

President and Chief Executive Officer

K-TENN Capital, Inc.

Nashville, Tennessee

December 6, 2019[             ], 2021

For a discussion of significant matters that should be considered before voting at the special meeting, see “Risk Factors” beginning on page 11.12.

Neither FTFC’sFTFC’s nor KRCC-’TENN’ss common stock is traded on any national securities exchange or, in FTFC’s case, traded other than recognized over-the-counter markets. Thus, trades are made only in isolated, sporadic instances in the over-the-counter market.between private parties.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the FTFC’sFTFC’s Class A Common Stock issuable to K-TENNRCC as part of the share exchange or determined whether this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [                       ], 2019,2021, and is first being mailed to shareholders of K-TENNRCC on or about December 6, 2019.[                       ], 2021.

————————

K-TENNROYALTY CAPITAL INC.CORPORATION

424 Church Street,19250 Everett Lane Suite 2000201

Nashville, Tennessee 37206Mokena, Illinois 60448

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

To Be Held on December 20, 2019[                       ], 2021

TO THE SHAREHOLDERS OF K-TENNROYALTY CAPITAL INC.:CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting (the “special meeting”) of the shareholders of K-TENNRoyalty Capital Inc., a TennesseeCorporation, an Illinois corporation (“K-TENN”RCC”), will be held on Friday, December 20, 2019[            ], 2021 at 10:00 a.m.[            ] local time at the Radisson Hotel, 1112 Airport Center Drive, Nashville, Tennessee 37214[            ] for the following purposes:

1.         To approve the exchange (the “share exchange”) of all of the issued and outstanding capital stock of K-TENNRoyalty Capital Life Insurance Company (“RCLIC”), a wholly-owned subsidiary of K-TENN (“K-TENN Life”),RCC, to First Trinity Financial Corporation, an Oklahoma corporation (“FTFC”), pursuant to the Purchase and Sale Agreement (the “Purchase and Sale Agreement”), dated as of October 9, 2019,September 29, 2021, in the form of Annex A attached to the proxy statement/prospectus accompanying this Notice (“Proposal 1”).

2.         To approve and adopt the Plan of Liquidation and Dissolution of K-TENNRCC and the transactions contemplated thereby, including the liquidation and dissolution of K-TENN,RCC, in the form of Annex B attached to the proxy statement/prospectus accompanying this Notice (the “Plan of Liquidation and Dissolution”) (“Proposal 2”).

3.         To approve one or more adjournments of the special meeting, if necessary or appropriate, to permit further solicitation of proxies if necessary to establish a quorum or to obtain additional votes in favor of the foregoing items (“Proposal 3”).

The foregoing items of business are more completely described in the proxy statement/prospectus accompanying this Notice. Your vote is very important. Under the terms of the Purchase and Sale Agreement, K-TENN, K-TENN Life,RCC, RCLIC, and FTFC are obligated to complete the transactions contemplated by the Purchase and Sale Agreement only if the shareholders of K-TENN,RCC, by the affirmative vote of at least a majority of all the votes entitled to be cast by the holders of outstanding shares of K-TENNRCC common stock, approve each of Proposals 1 and 2 above and certain other conditions are met. In addition, the Plan of Liquidation and Dissolution will only be implemented if the Purchase and Sale Agreement is approved by the shareholders of K-TENN.RCC. Accordingly, failure to approve the Plan of Liquidation and Dissolution will have the effect of preventing the completion of Purchase and Sale Agreement, and failure to approve the Purchase and Sale Agreement will have the effect of preventing the completion of the liquidation and dissolution of K-TENN.RCC. Approval of Proposal 3 requires that the votes cast in favor of the proposal at the special meeting exceed the votes cast opposing the proposal at the special meeting.

The K-TENNRCC board of directors has approved and adopted the Purchase and Sale Agreement, has determined that the transactions contemplated by the Purchase and Sale Agreement, including the share exchange, each on the terms and conditions set forth in the Purchase and Sale Agreement, are in the best interests of K-TENNRCC and its shareholders and recommends that you vote in favor of each of Proposals 1, 2 and 3 above.

As required by Chapter 23 of the TennesseeIllinois Business Corporation Act of 1983 (the “TBCA”“IBCA”), K-TENN RCC is hereby notifying all shareholders entitled to vote on the share exchange that you are or may be entitled to assert dissenters’dissenters’ rights under the dissenters’dissenters’ rights chapter of the TBCA.IBCA. A copy of the dissenters’dissenters’ rights chapter is included with theenclosedproxy statement/prospectus asAnnex C.C.

The enclosed proxy statement/prospectus provides a detailed description of the special meeting, the share exchange, the proposals to be voted on at the special meeting and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and itsannexescarefully and in their entirety.

The board of directors of K-TENNRCC has fixed the close of business on November 29, 2019[                       ], 2021 as the record date for the determination of shareholders entitled to notice of and to vote at the special meeting and at any adjournment or postponement thereof.

Nashville, TennesseeMokena, Illinois

December 6, 2019[              ], 2021

ALL K-TENN RCC SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING IN PERSON, WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE SPECIAL MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES)IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE SPECIAL MEETING. PLEASE NOTE, HOWEVER, THAT ATTENDANCE AT THE SPECIAL MEETING WILL NOT BY ITSELF REVOKE A PROXY. FURTHERMORE, IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE SPECIAL MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

TABLE OF CONTENTS

Annexes:

Annex A – Purchase and Sale Agreement

Annex B – Plan of Liquidation and Dissolution

Annex C – TennesseeIllinois Appraisal (Dissenter’s) Rights

QUESTIONS AND ANSWERS

The following are relevant questions and answers about (i) the exchange of the capital stock (“share exchange”) of K-TENNRoyalty Capital Life Insurance Company (“RCLIC”), a wholly-owned subsidiary of K-TENNRoyalty Capital Inc.Corporation (“K-TENN Life”RCC”), to First Trinity Financial Corporation, an Oklahoma corporation (“FTFC”), pursuant to the Purchase and Sale Agreement, dated October 9, 2019September 29, 2021 (the “Purchase and Sale Agreement”), by and among FTFC, K-TENN Capital, Inc., a Tennessee corporation (“K-TENN”), K-TENN Life,RCC and RCLIC, and (ii) the Plan of Liquidation and Dissolution of K-TENNRCC (the “Plan of Liquidation and Dissolution”). For ease of exposition, we refer to the Plan of Liquidation and Dissolution as the “dissolution,” and the special meeting of the shareholders of K-TENNRCC as the “special meeting.”

K-TENN expects to have minimal assets following the share exchange, although it expects to have sufficient cash on hand to complete its proposed dissolution. Thus, K-TENN shareholders should expect no distributions in the dissolution and liquidation other than FTFC Class A Common Stock. As of the date of this proxy statement/prospectus, K-TENN has approximately 1,965

RCC expects to have no assets following the share exchange, although it expects to have a minimal amount of cash on hand to complete the proposed dissolution. Thus, RCC shareholders should expect no distributions in the dissolution and liquidation other than shares of FTFC Class A Common Stock. RCC has approximately 1,114 shareholders of record of its common stock and all of those shareholders own greater than 45 shares of K-TENN common stock. For unaudited summary balance sheet information of K-TENN, see “Summary of Selected Financial Data.”

Besides, Messrs. Foley and Branan, no other director or principal officer of K-TENN has any interest other than as a shareholder, in the share exchange or the dissolution, or in any other transaction with FTFC.

Corporate Secretary

K-TENN Capital, Inc.

424 Church Street, Suite 2000

Nashville, Tennessee 37206

John C. Todd, President

Royalty Capital Corporation

19250 Everett Lane, Suite 201

Mokena, Illinois 60448

Telephone Number: (708) 995-7748

FORWARD-LOOKING INFORMATION

All statements, other than statements of historical fact, included in this proxy statement/prospectus, including the annexes hereto, are “forward-looking statements”“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”), and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,“believe,” “anticipate,“anticipate,” “expect,“expect,” “may,“may,” “will,“will,” “assume,“assume,” “should,“should,” “predict,“predict,” “could,“could,” “would,“would,” “intend,“intend,” “targets,“targets,” “estimates,“estimates,” “projects,“projects,” “plans,“plans,” “potential,“potential,” and other similar words and expressions of the future are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking. These forward-looking statements include, among others, statements regarding the shares of FTFC Class A Common Stock expected to be payable to K-TENNRCC upon the closing of the Purchase and Sale Agreement,, the expected timeline of the share exchange,, the dissolution and the timing of distributionsdistributions to be made to K-TENNRCC shareholders in connection with the dissolution. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ materially. For a detailed discussion of these risks and uncertainties, see the “Risk Factors” section of this proxy statement/prospectus. These and many other factors could affect the future financial and operating results of FTFC.

FTFC and K-TENN RCC urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made in this proxy statement/prospectus. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this proxy statement/prospectus or made by FTFC or K-TENN RCC in any report, filing, document or information incorporated by reference in this proxy statement/prospectus, speaks only as of the date on which it is made. Neither FTFC nor K-TENN RCC undertakes any obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, we caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, we caution you not to place undue reliance on the forward-looking statements contained in this proxy statement/prospectus or incorporated by reference herein.

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the matters discussed under “Questions and Answers,,” highlights the material terms of the transaction and may not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus and the documents referred to in this proxy statement/prospectus for a more complete description of the matters on which you are being asked to vote. The Purchase and Sale Agreement is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the Purchase and Sale Agreement as it is the legal document that governs the share exchange on which you are being asked to vote. The Plan of Liquidation and Dissolution of K-TENNRCC is attached to this proxy statement/prospectus as Annex B. You are encouraged to read the Plan of Liquidation and Dissolution as it is the legal document that would govern the dissolution of K-TENNRCC that you are being asked to approve. Also,, attached as Annex C includes the full text of those sections of the TennesseeIllinois Business Corporation Act (the “(the “TBCA”IBCA”) applicable to dissenters’ rightsdissenters’. rights. You are encouraged to read those materials as well. This summary is qualified in its entirety by the Purchase and Sale Agreement,, the Plan of Liquidation and Dissolution, the sections of the IBCA and the more detailed information appearing elsewhere in this document. This summary includes page references in parentheses to direct you to a more complete description of the topics presented in this summary.

FTFC has supplied all information contained in this proxy statement/prospectus relating to FTFC and its subsidiaries and K-TENNRCC has supplied all information contained in this proxy statement/prospectus relating to K-TENNRCC and K-TENN Life.RCLIC. Unless otherwise indicated, references to FTFC include FTFC and its subsidiaries.

The Companies

K-TENNRoyalty Capital Inc.Corporation

424 Church Street,19250 Everett Lane, Suite 2000201

Nashville, Tennessee 37206Mokena, Illinois 60448

615-651-7400708-995-7748

First Trinity Financial Corporation

7633 East 63^rd Place, Suite 230

Tulsa, Oklahoma 74133

918-249-2438

FTFC is an insurance holding company based in Tulsa, Oklahoma. FTFC operates two wholly-owned life insurance subsidiaries. FTFC’s insurance operations began in early 2007 marketing one product in the State of Oklahoma. It is now licensed to sell several insurance products in 27 states.

K-TENN, formedRCC, incorporated in Illinois on March 8, 2010,August 6, 2013, conducts a life insurance business through its wholly-owned subsidiary K-TENN Life,RCLIC, which was licensed to sell insurance products in Tennessee on January 1, 2017.Illinois, Missouri and Kansas.

Reasons for the Purchase and Sale Agreement

FTFC

FTFC’s board of directors determined that the acquisition of the capital stock of K-TENN LifeRCLIC from K-TENNRCC is consistent with and in furtherance of the long-term business strategy of FTFC and fair to, and in the best interests of, FTFC and its shareholders, and has unanimously approved the Purchase and Sale Agreement. In reaching its determination, FTFC’s board of directors considered a number of factors, including the following:

K-TENNRCC

K-TENN’sRCC’s board of directors (with Messrs. Zahn and Lay, directors and officers of FTFC abstaining) has determined that the share exchange and the Purchase and Sale Agreement are fair to and in the best interests of K-TENNRCC and its shareholders, and has approved the Purchase and Sale Agreement and the share exchange. In reaching its determination, K-TENN’sRCC’s board of directors considered a number of factors, including the following:

Conditions to the Share ExchangeExchange

The obligations of each of FTFC and K-TENNRCC to complete the share exchange are subject to the satisfaction of specified conditions set forth in the Purchase and Sale Agreement, including the approval of the share exchange by the affirmative vote of at least a majority of all the votes entitled to be cast by the holders of outstanding shares of K-TENNRCC common stock.stock at the special meeting.

Termination of the Purchase and Sale Agreement

Each of FTFC and K-TENNRCC is entitled to terminate the Purchase and Sale Agreement under specified conditions, including, among others, mutual written consent of the parties; if the share exchange has not been completed by April 6, 2020;180 days from the date of the Purchase and Sale Agreement (September 29, 2021); if a court or governmental entity issues a final and nonappealable order that prohibits the share exchange; if the K-TENNRCC shareholders do not approve the share exchange or holders of more than 10% of K-TENN’sRCC’s common stock properly exercise their dissenter’s rights; or in the case of certain breaches of the Purchase and Sale Agreement by either party.

Limitation on Considering Other Proposals

K-TENNRCC has agreed not to consider a sale of assets, a business combination or other similar transaction with another party while the share exchange is pending.

Expenses

The Purchase and Sale Agreement provides that regardless of whether the share exchange is completed, all expenses incurred by the parties shall be borne by the party incurring such expenses.

Material Federal Income Tax Consequences

The share exchange willshould qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). A U.S. holder (as defined below in the section titled “Material Terms of the Purchase and Sale Agreement - Material Federal Income Tax Consequences”) of K-TENNRCC common stock will not recognize any gain or loss for federal income tax purposes upon the deemed exchange of the holder’s shares of K-TENNRCC common stock solely for shares of FTFC Class A Common Stock in the share exchange. However, if any U.S. holder of K-TENN common stock receives cash in lieu of a fractional share of FTFC Class A Common Stock, such receipt of cash generally will be treated as a taxable transaction causing such holder to recognize gain or, depending on the circumstances, loss. Please carefully review the information set forth in the section titled “Material Terms of the Purchase and Sale Agreement - Material Federal Income Tax Consequences” beginning on page 38[ • ] for a description of the material federal income tax consequences of the share exchange.

Tax matters can be complicated and the tax consequences of the transaction discussed in this proxy statement/prospectus to you will depend on the facts of your own situation. You should consult with your own tax advisor to fully understand the tax consequences of the share exchange and dissolution of K-TENNRCC to you.

Anticipated Accounting Treatment

The share exchange is expected to be accounted for by FTFC as a business combination usingfor U.S. GAAP purposes and a merger for statutory accounting purposes. Under the purchase method. Under thisU.S. GAAP method, the purchase price will be allocated to the identifiable assets acquired and will be recorded on FTFC’s books at their respective fair values. Any remaining purchase price will be recorded as an intangible assets and goodwill. Under the statutory accounting merger method, the insurance companies’ assets, liabilities and operations will be combined as if the insurance companies were one entity since the beginning of RCLIC’s operations with beginning of the period balances restated.

Regulatory Matters Relating to the Share ExchangeExchange

Other than approval of the TennesseeDirector of the Missouri Department of Commerce and Insurance, which is presently being sought, neither K-TENNRCC nor FTFC is aware of any other regulatory or governmental approvals required to complete the share exchange, except clearance by the SEC of K-TENN’sRCC’s proxy statement and SEC effectiveness of FTFC’s registration statement registering the shares of its Class A Common Stock to be issued to K-TENNRCC pursuant to the Purchase and Sale Agreement.

Regulatory Matters Relating to the Dissolution

Other than customary corporate filings with the TennesseeIllinois Secretary of State, K-TENNRCC is not aware of any other regulatory or governmental requirements that must be complied with or approvals that must be obtained in connection with the dissolution.

SUMMARY OF SELECTED FINANCIAL DATA

The tables below set forth in summary certain selected financial data of FTFC K-TENN Life and K-TENN.RCC.

FTFC financial data at or for the ninesix months ended SeptemberJune 30, 20192021 and 20182020, is derived from the unaudited consolidated financial statements of FTFC and subsidiaries for the ninesix months ended as of such date included elsewhere in this proxy statement/prospectus. FTFC financial data at or for the years ended December 31, 20182020 and 20172019, is derived from audited consolidated financial statements of FTFC and subsidiaries included elsewhere in this proxy statement/prospectus.

K-TENN Life’sRCC financial data at or for ninethe six months ended SeptemberJune 30, 20192021 and 20182020 is derived from the unaudited statutoryconsolidated financial statements of K-TENN LifeRCC and subsidiary for the six months ended as of such date included elsewhere in this proxy statement/prospectus. K-TENN Life’sRCC financial data at or for the years ended December 31, 20182020 and 20172019 is derived from the audited statutoryconsolidated financial statements of K-TENN LifeRCC and subsidiary included elsewhere in this proxy statement/prospectus.

The balance sheet data for K-TENN at September 30, 2019 and December 31, 2018 and 2017 is derived from K-TENN’s unaudited financial statements as of those dates.

First Trinity Financial Corporation:

K-TENN Life:RCC:

RISK FACTORS

When you decide whether to vote for approval of the share exchange and the dissolution, you should consider the following factors in conjunction with the other information included in this proxy statement/prospectus. The following are important factors which could cause actual results or events to differ materially from those contained in any forward-lookingforward-looking statements made by or on behalf of FTFC or K-TENN.RCC.

Risks Relating to the Share ExchangeExchange and the Dissolution of K-TENNRCC

K-TENNRCC cannot determine the exact timing of any FTFC share distributions that will be made to its shareholders because there are many factors, some of which are outside of K-TENN’sRCC’s control, that could affect K-TENN’sRCC’s ability to make distributions to its shareholders.

K-TENNRCC cannot determine at this time exactly when it will be able to make any FTFC share distributions to its shareholders because that determination depends on a variety of factors, including, but not limited to, whether the share exchange closes, the timing of the closing, the excess, if any, of K-TENN’s cash after satisfaction and discharge of its debts and liabilities, general business and economic conditions and other matters.

If the Purchase and Sale Agreement is terminated, K-TENNRCC will incur costs.

If the Purchase and Sale Agreement is terminated, K-TENNRCC will be obligated to pay its legal, accounting and other expenses associated with the Purchase and Sale Agreement. See “Material Terms of the Purchase and Sale AgreementAgreement..”

If the share exchange is not completed, and if K-TENNRCC were unable to secure an alternative source of working capital or to enter into an alternative business combination transaction, K-TENNRCC likely would be forced to curtail operations or resort to bankruptcy protection, in which case therethere may be no assetsassets available for distribution to K-TENNRCC shareholders.

If the share exchange is not completed and K-TENNRCC is unable to identify an alternative source of working capital or to enter into an alternative business combination transaction, K-TENNRCC believes that it is likely that it will curtail operations and perhaps file or be forced to resort to bankruptcy protection. In this event, it is extremely unlikely that K-TENNRCC would be able to pay, or provide for the payment of, all of its liabilities and obligations, and, therefore, there would be no assets available for distribution to K-TENN’sRCC’s shareholders. Moreover, given K-TENN Life’sRCLIC’s losses from operations, regulatory authorities could force it to either quickly obtain additional capital surplus, curtail operations or sell its life insurance policies to another insurance company.

Even if K-TENN’s RCC’s shareholders approve the share exchange,, the share exchange may not be completed.

The completion of the share exchange is subject to numerous conditions. Even if shareholders of K-TENNRCC holding at least a majority of the outstanding shares of K-TENN’sRCC’s common stock entitled to vote to approve the share exchange and the dissolution, K-TENNRCC cannot guarantee that the share exchange will be completed. For example, the closing conditions of the share exchange include approval of the TennesseeMissouri Department of Commerce and Insurance, accuracy of K-TENN’sRCC’s representations and warranties made in the Purchase and Sale Agreement, and the holders of fewer than 10% of K-TENN’sRCC’s shares properly exercise their rights to dissent to the share exchange pursuant to Chapter 23 of the TBCA.IBCA.

K-TENNRCC shareholders will have a significantly reduced ownership and voting interest after the share exchange and dissolution and will exercise little influence over FTFC management.

Immediately after the completion of the share exchange and dissolution, it is expected that former K-TENNRCC shareholders, who collectively own 100% of K-TENN,RCC, will own approximately 2%7.7% of FTFC’s Class A Common Stock, based on the number of shares of FTFC outstanding as of November 25, 2019.August 31, 2021. This percentage excludes approximately 23,086 shares that FTFC will receive in the dissolution of RCC that will be held by FTFC as treasury shares. Moreover, holders of FTFC’s Class B Common Stock have the right to elect a majority of FTFC’s board of directors and to vote as a separate class on certain significant corporate matters thereby further reducing the future influence of former holders of K-TENNRCC common stock.

The Purchase and Sale Agreement limits K-TENN’sRCC’s ability to pursue alternatives to the share exchange.exchange.

The Purchase and Sale Agreement includes the prohibition of K-TENNRCC from soliciting any acquisition proposal or offer for a competing transaction while the share exchange is pending. FTFC required K-TENNRCC to agree to this provision as a condition to FTFC’s willingness to enter into the Purchase and Sale Agreement. This provision, however, might discourage a third party that might have an interest in acquiring all or a significant part of K-TENNRCC from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher value than the current consideration offered by FTFC.

Significant transaction-related charges will be incurred.

FTFC and K-TENNRCC estimate that, as a result of the share exchange and dissolution, the companies expect to incur related expenses of approximately $250,000,$200,000 consisting of legal and accounting fees and printing, mailing, transfer agent and other related charges. The foregoing amount is a preliminary estimate and the actual amount may be materially higher or lower. Moreover, FTFC is likely to incur additional expenses in future periods in connection with the integration of K-TENN Life’sRCLIC’s business.

K-TENN’sRCC’s board of directors may abandon or delay the dissolution even if it is approved by K-TENN’sRCC’s shareholders.

K-TENN’sRCC’s board of directors has approved the Plan of Liquidation and Dissolution for the winding-up and dissolution of K-TENNRCC following the share exchange closing; however, even if the Plan of Liquidation and Dissolution is approved by K-TENN’sRCC’s shareholders, K-TENN’sRCC’s board of directors has reserved the right, in its discretion, to abandon or delay the dissolution for various reasons, primarily in connection with its fiduciary duties to K-TENN’sRCC’s shareholders. See “Plan of Liquidation and Dissolution.”

K-TENN’sRCC’s shareholders may be liable to creditors of K-TENNRCC for an amount up to the amount received from K-TENNRCC if K-TENN’s reservesRCC’s provisions for payments to creditors are inadequate.

If the Plan of Liquidation and Dissolution is approved by K-TENN’sRCC’s shareholders, and the board of directors of K-TENNRCC determines to proceed with the dissolution of K-TENN,RCC, articles of dissolution will be filed with the TennesseeIllinois Secretary of State and the Register of Deeds of Davidson County, Tennessee.State. After the articles of dissolution are filed, K-TENN’sRCC’s operations will be limited to winding-up its business and affairs disposing of its property, discharging its liabilities and distributing to its shareholders any remaining assets including the shares of FTFC Class A Common Stock. InThe Purchase and Sale Agreement provides that all assets of RCC (except the shares of RCLIC) and all liabilities of RCC will be assigned to RCLIC prior to closing of the share exchange. However, in certain circumstances, a claimant against K-TENNRCC that ishas not been fully paid in the dissolution process, could enforce its unpaid claim (1) against K-TENNRCC to the extent of undistributed assets or (2) if all K-TENN’sRCC’s assets have been distributed in liquidation, against a shareholder of K-TENNRCC to the extent of that shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but such shareholder’s total liability for all such claims cannot exceed the total amount of assets distributed to the shareholder. Accordingly, in such circumstances, a shareholder could lose the amount of assets distributed to such shareholder in the dissolution process. K-TENN intends to exercise caution in making distributions to shareholders in order to minimize this type of risk.

Messrs. FoleyZahn and BrananLay may have a potential conflict of interest in recommending approval of the share exchange and the Plan of Liquidation and Dissolution.exchange.

David Foley, K-TENN’s President,Mr. Zahn is a consultant and Chairman of RCC and is also a Chairman, Chief Executive Officer and ashareholder (both Class A and Class B shares) of FTFC, Mr. Lay is an officer and director has entered into an employment agreementof RCC and of FTFC. FTFC, Messrs. Zahn and Lay and their affiliates and other directors and officers of FTFC own, collectively, approximately 4,501,200 shares, or approximately 17.60% of RCC’s presently outstanding common stock. FTFC, Messrs. Zahn and Lay and their affiliates also own approximately 3,651,803 shares or 14.28% of RCC have agreed to vote their shares of RCC in accordance with K-TENN to provide for certain post-termination benefitsthe majority of votes cast on Proposals 1 and has been offered employment with FTFC, which will be effective upon the closing of the share exchange providing for employment for a term of one year at an annual salary of $125,000. In addition, R. Dean Branan, K-TENN’s Corporate Secretary, Treasurer, and a director, has entered into an employment agreement with K-TENN to provide for certain post-termination benefits and has been offered employment with FTFC, which will be effective upon the closing of the share exchange providing for employment for a term of six months at a salary of $47,500 for the period. Thus, Messrs. Foley and Branan may be deemed to have a conflict of interest in recommending approval of the2 by shareholders other than themselves.

The share exchange and the dissolution.

IfIRS concludes that the share exchange and dissolution of K-TENN isRCC may be held to be a taxable event.event.

On audit, theThe Internal Revenue Service (the “IRS”) could assert, and a court could sustain, that the share exchange and subsequent liquidation constitutes a taxable transaction in the year of the exchange, rather than a tax-deferred “reorganization” with the meaning of Section 368(a) of the Internal Revenue Code.

Risks Relating to the Business of FTFC

FTFC faces many significant risks in the operation of its business and may face significant unforeseen risks as well. FTFC faces the material risks set forth below, but there may be additional risks that it does not anticipate, which could materially adversely affect the value of the FTFC Class A Common Stock to be received by K-TENNRCC shareholders.  An investment in FTFC’s Class A Common Stock should be considered speculative.

Conditions in the economy generally could adversely affect FTFC’sFTFC’s business, results of operations and financial condition.

FTFC’s results of operations are materially affected by conditions in the U.S. economy. Adverse economic conditions may result in a decline in revenues and/or erosion of its profit margins. In addition, in the event of extreme prolonged market events and economic downturns FTFC could incur significant losses. Even in the absence of a market downturn FTFC is exposed to substantial risk of loss due to market volatility.

Factors such as consumer spending, business investment, government spending, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates and inflation levels all affect the business and economic environment and, ultimately, the amount and profitability of its business. In an economic downturn characterized by higher unemployment, lower family income, negative investor sentiment and lower consumer spending, the demand for FTFC’s insurance products could be adversely affected. Under such conditions, FTFC may also experience an elevated incidence of policy lapses, policy loans, withdrawals and surrenders. In addition, FTFC’s investments, including investments in mortgage-backed securities, could be adversely affected as a result of deteriorating financial and business conditions affecting the issuers of the securities in its investment portfolio.

The COVID-19 pandemic, including the measures that international, federal, state and local public health and other governmental authorities implement to address it, may adversely affect our business, financial condition, and results of operations.

On March 11, 2020, the World Health Organization characterized the outbreak of the coronavirus (with its variants “COVID-19”) as a global pandemic and recommended certain containment and mitigation measures. On March 13, 2020, the United States declared a national emergency concerning the outbreak, and the vast majority of states and many municipalities declared public health emergencies or took similar actions. Along with these declarations, there have been extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the COVID-19 pandemic in regions across the United States and around the world. These actions include quarantines and “stat-at-home” or “shelter-in-place” orders, social distancing measures, travel restrictions, school closures and similar mandates for many individuals in order to substantially restrict daily activities and orders for many businesses to curtain or cease normal operations, unless their work is critical, essential, or life-sustaining.

The global spread of the COVID-19 pandemic and the responses thereto are complex and rapidly evolving, and the extent to which the pandemic impacts our business, financial condition and results of operations, including the duration and magnitude of such impacts, will depend on numerous evolving factors that require anticipation of future circumstances we may not be able to accurately predict or assess. COVID-19, and the volatile regional and global economic conditions stemming from it, as well as reactions to future pandemics or resurgences of COVID-19, could also precipitate or aggravate other risk factors. In particular, the current pandemic or its variants could materially and adversely affect our actuarial assumptions, predicable policyholder and customer behavior and results of our risk and portfolio management policies and procedures all or any of which could have a material adverse effect on our financial position and results of operations. As a result, we cannot assure you that if COVID-19 continues to spread or resurges, it would not have a highly material adverse impact on our business, financial condition and results of operations.

Concentration in certain states for the distribution of FTFC’sFTFC’s products may subject it to losses attributable to economic downturns or catastrophes in those states.

FTFC’s top six states for the distribution of its products are Kansas, Illinois, North Carolina, Ohio, Oklahoma and Texas. Any adverse economic developments or catastrophes in these states could have an adverse impact on its business.

FTFC may be unable to expand insurance operations to other states to any significant degree.

FTFC may be unable to expand the ability of its insurance company subsidiaries to sell insurance in substantially more states. At present, FTFC is licensed to sell insurance in 27 states. FTFC intends to expand this number by up to an additional 19 states. FTFC cannot assure you that its efforts will be successful and therefore, to the extent they are not, its ability to achieve product scale and significant sales will be significantly adversely affected. FTFC’s results of operations will in turn be adversely affected and the value of its Class A Common Stock will likely decrease.

FTFC’sFTFC’s future success depends, in part, on the continued service of its management team.

FTFC’s success is dependent in part upon the availability its senior personnel, particularly Gregg E. Zahn (Chairman, CEO and President), Jeffrey J. Wood (Chief Financial Officer) and William S. Lay (Vice President and Chief Investment Officer). The loss or unavailability to FTFC of any of these people could have a material adverse effect on its business, prospects, financial condition and operating results. It may be difficult for FTFC to find adequate replacements for these key individuals. FTFC has employment agreements with all three of these individuals and has a $1.0 million policy on the life of its Chairman and CEO, Gregg E. Zahn.

The amount of statutory capital that FTFC’sFTFC’s insurance subsidiaries have and the amount of statutory capital that they must hold to maintain their financial strength ratings and meet other requirements can vary significantly from time to time due to a number of factors outside of its control.

The financial strength ratings of FTFC’s insurance company subsidiaries are significantly influenced by their statutory surplus amounts and capital adequacy ratios. In any particular year, statutory surplus amounts and risk-based capital (“RBC”) ratios may increase or decrease depending on a variety of factors, most of which are outside of its control, including, but not limited to, the following:

Rating agencies may also implement changes to their internal models, which differ from the RBC capital model and could result in FTFC’s insurance company subsidiaries increasing or decreasing the amount of statutory capital they must hold in order to maintain their current ratings. In addition, rating agencies may downgrade the investments held in its portfolio, which could result in a reduction of its capital and surplus and its RBC ratio. To the extent that an insurance company subsidiary’s RBC ratio is deemed to be insufficient, FTFC may take actions either to increase the capitalization of the insurer or to reduce the capitalization requirements. If FTFC is unable to take such actions, the rating agencies may view this as a reason for a ratings downgrade.

FTFC is a holding company and has no ability to generate revenues other than payments from its insurance company subsidiaries which may be restricted by law.

FTFC is a holding company whose only revenues are from its insurance company subsidiaries. FTFC depends on reimbursement of costs from its insurance company subsidiaries but has no other source of material revenue. If there is not a substantial expansion of the insurance company subsidiaries’ business, they may not be able to provide funds to FTFC to enable it to meet FTFC’s obligations as they become due. In addition, the insurance company subsidiaries may not be able to, or may not be permitted to by insurance regulators, make distributions to enable FTFC to meet its obligations and pay dividends. Each subsidiary is a distinct legal entity and legal and contractual restrictions may also limit its ability to obtain cash from its subsidiaries.

The insurance industry is subject to numerous laws and regulations, and compliance costs and/or changes in the regulatory environment could adversely affect FTFC’sFTFC’s business.

FTFC’s insurance operations are subject to government regulation in each of the states in which it conducts business. Such regulatory authority is vested in state agencies having broad administrative power dealing with all aspects of the insurance business, including premium rates, policy forms, and capital adequacy, and is concerned primarily with the protection of policyholders rather than shareholders.  The NAIC and state insurance regulators reexamine existing laws and regulations on an ongoing basis, and focus on insurance company investments and solvency issues, RBC guidelines, interpretations of existing laws, the development of new laws, the implementation of non-statutory guidelines and the circumstances under which dividends may be paid. Future NAIC initiatives, and other regulatory changes, could have a material adverse impact on FTFC’s insurance business. There can be no assurance that FTFC’s insurance company subsidiaries will be able to satisfy the regulatory requirements of the relevant states.

Individual state guaranty associations assess insurance companies to pay benefits to policyholders of insolvent or failed insurance companies. The impact of such assessments may be partly offset by credits against future state premium taxes. FTFC cannot predict the amount of any future assessments, nor has it attempted to estimate the amount of assessments to be made from known insolvencies.

Impairment or negative performance of other financial institutions could adversely affect FTFC.

FTFC has exposure to many different industries and counterparties, and it routinely executes transactions with counterparties in the financial services industry. The operations of U.S. and global financial services institutions are interconnected and a decline in the financial condition of one or more financial services institutions may expose FTFC to credit losses or defaults, limit its access to liquidity or otherwise disrupt its business operations.

FTFC operates in a highly competitive industry, and its business will suffer if it is unable to compete effectively.

The operating results of life insurance companies are subject to significant fluctuations due to competition, economic conditions, interest rates, investment performance, maintenance of insurance ratings from rating agencies such as A.M. Best and other factors. The insurance business is intensely competitive and the U.S. life insurance industry is a mature industry that has experienced little to no growth. FTFC’s ability to compete with other insurance companies is dependent upon, among other things, its ability to attract and retain agents to market its insurance products, its ability to develop competitive and profitable products and its ability to obtain acceptable ratings. In connection with the development and sale of products, FTFC encounters competition from other insurance companies, most of whom have financial and human resources substantially greater than its insurance subsidiaries, as well as competition from other investment alternatives available to potential policyholders.

FTFC’s insurance business competes with up tomore than 800 other life insurance companies in the United States. Many life insurance companies have greater financial resources, longer business histories, and more diversified lines of insurance coverage than FTFC. These larger companies also generally have large sales forces. FTFC also faces competition from direct mail and email sales campaigns.

Development of life,, annuity and other insurance products involves the use of certain assumptions, and the inaccuracy of these assumptions could adversely affect profitability.

In FTFC’s life, annuity and other insurance business, it must make certain assumptions as to expected mortality, lapse rates and other factors in developing the pricing and other terms of life and annuity products. These assumptions are based on industry experience and are reviewed and revised regularly to reflect actual experience on a current basis. However, variation of actual experience from that assumed in developing such terms may affect a product’s profitability or sales volume and in turn adversely impact FTFC’s revenues.

If FTFC underestimates its liability for future policy benefits, its results of operations could suffer.

Liabilities established for future life insurance policy benefits are based upon a number of factors, including certain assumptions, such as mortality, morbidity, lapse rates and crediting rates. If FTFC underestimate future policy benefits, it would incur additional expenses at the time it becomes aware of the inadequacy. As a result, losses would increase and its ability to achieve profits would suffer.

Fluctuations in interest rates could adversely affect FTFC’sFTFC’s business.

Interest rate fluctuations could impair an insurance company’s ability to pay policyholder benefits with operating and investment cash flows, cash on hand and other cash sources. FTFC’s annuity product exposes it to the risk that changes in interest rates will reduce any spread, or the difference between the amounts that its insurance company subsidiaries are required to pay under the contracts and the amounts its insurance company subsidiaries are able to earn on their investments intended to support their obligations under the contracts. Spread is a key component of revenues.

To the extent that interest rates credited are less than those generally available in the marketplace, policyholder lapses, policy loans and surrenders, and withdrawals of life insurance policies and annuity contracts may increase as contract holders seek to purchase products with perceived higher returns. This process may result in cash outflows requiring that FTFC’s insurance company subsidiaries sell investments at a time when the prices of those investments are adversely affected by the increase in market interest rates, which may result in realized investment losses.

Increases in market interest rates may also negatively affect profitability. In periods of increasing interest rates, FTFC may not be able to replace invested assets with higher yielding assets needed to fund the higher crediting rates that may be necessary to keep interest sensitive products competitive. The insurance company subsidiaries therefore may have to accept a lower spread and thus lower profitability or face a decline in sales and greater loss of existing contracts.

FTFC’s

FTFC’s investments are subject to risks of default and reductions in market values.

FTFC is subject to credit risk in its investment portfolio. Defaults by third parties in the payment or performance of their obligations under these securities, bankruptcy filings and other events could reduce its investment income and realized investment gains or result in the recognition of investment losses and restrict its access to cash and investments. The value of its investments may be materially adversely affected by increases in interest rates, downgrades in bonds included in its portfolio, financial market performance, general economic conditions, and by other factors that may result in the recognition of other-than-temporary impairments. Each of these events may cause FTFC to reduce the carrying value of its investment portfolio and may adversely affect its results of operations.

FTFC’sFTFC’s valuation of investments and the determinations of the amounts of allowances and impairments taken on its investments may include methodologies, estimates and assumptions which are subject to differing interpretations and, if changed, could materially adversely affect its results of operations or financial condition.

Fixed maturities and equity securities represent the majority of total cash and invested assets reported at fair value on FTFC’s consolidated balance sheets. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Fair value estimates are made based on available market information and judgments about the financial instrument at a specific point in time. Expectations that FTFC’s investments will continue to perform in accordance with their contractual terms are based on evidence gathered through its normal credit surveillance process and on assumptions a market participant would use in determining the current fair value.

The determination of other than temporary impairment (OTTI) varies by investment type and is based upon its periodic evaluation and assessment of known and inherent risks associated with the respective asset class. FTFC’s management considers a wide range of factors about the instrument issuer (e.g., operations of the issuer, future earnings potential) and uses their best judgment in evaluating the cause of the decline in the estimated fair value of the instrument and in assessing the prospects for recovery. Such evaluations and assessments require significant judgment and are revised as conditions change and new information becomes available. Additional impairments may need to be taken in the future, and the ultimate loss may exceed management’s current estimate of impairment amounts.

The value and performance of certain of FTFC’s assets are dependent upon the performance of collateral underlying these investments. It is possible the collateral will not meet performance expectations leading to adverse changes in the cash flows on its holdings of these types of securities.

FTFC is subject to the credit risk of its counterparties, including companies with whom it has reinsurance agreements.

FTFC’s insurance company subsidiaries cede amounts of insurance and transfer related assets and certain liabilities to other insurance companies through reinsurance. Accordingly, it bears credit risk with respect to the reinsurers. The failure, insolvency, inability or unwillingness of any reinsurer to pay under the terms of reinsurance agreements with FTFC’s insurance company subsidiaries could materially adversely affect FTFC’s business, financial condition and results of operations.

FTFC may be the target of future litigation, law enforcement investigations or increased scrutiny which may affect its financial strength or reduce profitability.

FTFC, like other financial services companies, are involved in litigation and arbitration in the ordinary course of business. FTFC operates in an industry in which various practices are subject to scrutiny and potential litigation, including class actions. In addition, FTFC sells its products through independent agents, whose activities may be difficult to monitor. Civil jury verdicts have been returned against insurers and other financial services companies involving sales, underwriting practices, product design, product disclosure, administration, denial or delay of benefits, charging excessive or impermissible fees, recommending unsuitable products to customers, breaching fiduciary or other duties to customers, refund or claims practices, alleged agent misconduct, failure to properly supervise representatives, relationships with agents or other persons with whom the insurer does business, payment of sales or other contingent commissions and other matters. Such lawsuits can result in substantial judgments and damage to its reputation that is disproportionate to the actual damages, including material amounts of punitive non-economic compensatory damages. In some states, juries, judges and arbitrators have substantial discretion in awarding punitive and non-economic compensatory damages, which creates the potential for unpredictable material adverse judgments or awards in any given lawsuit or arbitration. Arbitration awards are subject to very limited appellate review. In addition, in some class action and other lawsuits, financial services companies have made material settlement payments.

If FTFC fails to maintain an effective system of internal controls, it may not be able to accurately report its financial results.

FTFC is not required to comply with Section 404 of the Sarbanes-Oxley Act, which requires, among other things, that companies maintain disclosure controls and procedures to ensure timely disclosure of material information, and that management review the effectiveness of those controls on a quarterly basis. Effective internal controls are necessary for FTFC to provide reliable financial reports and to help prevent fraud, and its management and other personnel devote a substantial amount of time to these compliance requirements. Moreover, FTFC’s independent auditor is not required to audit FTFC’s internal controls over financial reporting. If FTFC fails to maintain effective internal controls, it might be subject to sanctions or investigation by regulatory authorities, such as the SEC. Any such action could adversely affect its financial results and may also result in delayed filings with the SEC.

A financial strength ratings downgrade, potential downgrade, or any other negative action by a rating agency, could make FTFC’sFTFC’s product offerings less attractive and increase its cost of capital, and thereby adversely affect its financial condition and results of operations.

Various nationally recognized rating agencies review the financial performance and condition of insurers, including FTFC’s insurance company subsidiaries, and publish their financial strength ratings as indicators of an insurer’s ability to meet policyholder and contract holder obligations. These ratings are important to maintaining public confidence in FTFC’s products, its ability to market its products and its competitive position. Any downgrade or other negative action by a rating agency could have a materially adverse effect on FTFC in many ways, including the following:

FTFC’sFTFC’s insurance company subsidiaries’subsidiaries’ ability to grow depends in large part upon the continued availability of capital.

FTFC’s insurance company subsidiaries’ long-term strategic capital requirements will depend on many factors, including their accumulated statutory earnings and the relationship between their statutory capital and surplus and various elements of required capital. To support long-term capital requirements, FTFC and its insurance company subsidiaries may need to increase or maintain statutory capital and surplus through financings, which could include debt, equity, financing arrangements or other surplus relief transactions. Adverse market conditions have affected and continue to affect the availability and cost of capital from external sources. FTFC is not obligated, may choose not, or may not be able to provide financing or make capital contributions to its insurance subsidiaries. Consequently, financings, if available at all, may be available only on terms that are not favorable to FTFC or its insurance company subsidiaries. If FTFC’s insurance company subsidiaries cannot maintain adequate capital, they may be required to limit growth in sales of new policies, and such action could materially adversely affect FTFC’s business, operations and financial condition.

If FTFC is unable to attract and retain independent agents, sales of its products may be reduced.

FTFC must attract and retain its network of independent agents to sell its products. Insurance companies compete vigorously for productive agents. FTFC competes with other life insurance companies for marketers and agents primarily on the basis of its financial position, support services, compensation and product features. Such marketers and agents may promote products offered by other life insurance companies that offer a larger variety of products than FTFC. If FTFC is unable to attract and retain a sufficient number of marketers and agents to sell its products, its ability to compete and its revenues would suffer.

Changes in the tax laws could adversely affect FTFC’sFTFC’s business.

Congress has from time to time considered possible legislation that would eliminate the deferral of taxation on the accretion of value within certain annuities and life insurance products. This and similar legislation, including a simplified “flat tax” income tax structure with an exemption from taxation for investment income, could adversely affect the sale of life insurance and annuities compared with other financial products if such legislation were to be enacted. There can be no assurance as to whether such legislation will be enacted or, if enacted, whether such legislation would contain provisions with possible adverse effects on any annuity and life insurance products that FTFC develops.

Under the Internal Revenue Code, income taxes payable by policyholders on investment earnings is deferred during the accumulation period of certain life insurance and annuity products. This favorable tax treatment may give certain insurance products a competitive advantage over other non-insurance products. To the extent that the Internal Revenue Code may be revised to reduce the tax-deferred status of life insurance and annuity products, or to increase the tax-deferred status of competing products, Insurance company subsidiaries and its industry as a whole would be adversely affected with respect to their ability to sell products. In addition, life insurance products are often used to fund estate tax obligations. FTFC cannot predict what future tax initiatives may be proposed with respect to the estate tax or other taxes which may materially adversely affect FTFC.

Policy lapses in excess of those actuarially anticipated would have a negative impact on FTFC’sFTFC’s financial performance.

FTFC’s profitability would likely be reduced if its lapse and surrender rates were to exceed the assumptions upon which it priced its insurance policies.

The insurance industry is highly regulated and FTFC’sFTFC’s activities are restricted as a result. FTFC spends substantial amounts of time and incurs significant expenses in connection with complying with applicable regulations, and it is subject to the risk that more burdensome regulations could be imposed on it.

Compliance with insurance regulation by FTFC is costly and time consuming. Insurance companies in the U.S. are subject to extensive regulation in the states where they do business. This regulation primarily protects policyholders rather than stockholders. The regulations require:

The insurance company subsidiaries are subject to this regulation in each state in the U.S. in which it is licensed to do business. This regulation involves significant costs and restricts operations. FTFC cannot predict the form of any future regulatory initiatives.

In addition, as the owner of a life insurance subsidiaries, FTFC is regulated by various state insurance regulatory agencies under the Uniform Insurance Holding Company Act. Certain “extraordinary” intercorporate transfers of assets and dividend payments from Insurance company subsidiaries require prior approval by the applicable state insurance regulator.  FTFC also files detailed annual reports with the states in which it is licensed. In addition, the business and accounts of its insurance company subsidiaries are subject to examinations, as well as inquiries including investigations by the various insurance regulatory authorities of the states in which the insurance company subsidiaries are licensed.

Security breaches or interference with FTFC’sFTFC’s technology infrastructure could harm its business.business.

FTFC’s business is dependent upon technology systems and networks to conduct its business. Maintaining the integrity of its technology is critical to the success of its business operations, including product development, insurance policy sales, oversight, financial reporting and analysis and to the protection of its proprietary information and clients’ personal information. Any failures by FTFC’s technology or future security breaches or interference to its technology systems that may occur in the future could have a material adverse impact on its business. Moreover, any unauthorized access to or the disclosure or loss of FTFC’s proprietary information or its clients' personal information may result in legal claims, damage to reputation, the incurrence of costs to eliminate or mitigate further exposure, or other damage to its business. Despite measures taken to address and mitigate these risks, FTFC cannot assure that its systems and networks will not be subject to breaches or interference. FTFC maintains insurance for data breaches seeking to cover the cost of any such breach, but such insurance may not be adequate to cover all liabilities resulting from data breaches.

FTFC may execute an acquisition strategy, which could cause its business and future growth prospects to suffer.

FTFC may from time to time pursue acquisitions of insurance related companies. If it were to pursue acquisitions, it would compete with other companies, most of which have greater financial and other resources than FTFC. Further, if FTFC succeeds in consummating acquisitions, its business, financial condition and results of operations may be negatively affected because:

Risks Relating to FTFC Stock Ownership

Ownership of shares of FTFC Class A Common Stock involves significant risk, and the value of those shares may be significantly reduced.

The reorganization of FTFC’s common stock into a dual class structure was approved on October 2, 2019 at its Annual Meeting of shareholders; thus, the2019. The long-term effects of the reorganization are unknown. No assurance can be given that any of the potential benefits envisioned by the reorganization will prove to be available to FTFC’s shareholders, nor can any assurance be given as to the financial return, if any, which may result from ownership of FTFC’s Class A Common Stock. The value of shares of Class A Common Stock may be significantly reduced due to, among other things the dual class structure of FTFC’s common stock.

Holders of Class A Common Stock will not be able to control FTFC.

If the share exchange and dissolution is approved, K-TENN shareholderRCC shareholders will receive shares of FTFC Class A Common Stock as consideration for the transaction. As noted elsewhere in the proxy statement/prospectus, holders of the Class A Common Stock only have the right to elect only a minority of the members of the FTFC’s Board of Directors, while holders of FTFC’s Class B Common Stock have the right to elect a majority of directors. Gregg E. Zahn, FTFC’s President, CEO and Chairman, holds 53.9%98.9% of the outstanding shares of the Class B Common Stock. Thus, Mr. Zahn controls FTFC and the Class A Common shareholders have little ability to affect the decision making of FTFC. In addition, the lack of voting control may adversely affect the value of the Class A Common Stock.

The holders of Class B Common Stock also have the right to vote as a class on certain transactions such as mergers, consolidations and other significant corporate transactions.

There is no active trading market or other liquidity for holders of FTFC’s FTFC’s Class A Common Stock; K-TENN RCC shareholders will continue to have no liquidity with their shareholdings in FTFC.

FTFC’s Common Stockcommon stock is not traded on any stock exchange or recognized quotation system. Thus, there is no active trading market for FTFC’s Class A Common Stock. It is not anticipated that any market will develop for FTFC’s Class A Common Stock as a result of the transactions described in this proxy statement/prospectus. Although FTFC intends tomay seek an exchange or over-the-counter listing for its Class A Common Stock, no assurance can be given when, if at all, any such listing will be accomplished. Even if a listing is obtained, there can be no assurance that the market would provide any significant liquidity for FTFC shareholders or that any such market would reflect the prices that FTFC shareholders would consider fair and reasonable. Accordingly, K-TENNRCC shareholders may have to hold their shares of FTFC Class A Common Stock indefinitely; and it may not be possible for them to liquidate their investment in FTFC.

FTFC does not intend to declare cash dividends on shares of its Class A Common Stock.

FTFC does not anticipate paying cash dividends in the foreseeable future other than a $.05 per share Class A Common Stock dividend in 2019.future. It intends to retain available funds to be used for operations. Moreover, FTFC is a holding company without independent operations and generategenerates limited cash flow from its operations. You should not expect FTFC will pay cash dividends on its Class A Common Stock.

There are a substantial number of shares of FTFC Class A Common Stock eligible for future sale in the public market.

There were 7,617,0638,661,696 shares of FTFC Class A Common Stock outstanding as of November 25, 2019.August 31, 2021. As of that date, nearly all outstanding shares may be sold without restriction. The potential sale of these shares, called market overhang, likely haswould have a significant negative and depressive effect on the market value of the shares, if any future market for the shares of FTFC Class A Common Stock were to develop in the future.

THE SPECIAL MEETING OF K-TENNRCC SHAREHOLDERS

When and Where the Special Meeting Will Be Held

This proxy statement/prospectus is being furnished to K-TENNRCC shareholders as part of the solicitation of proxies by the K-TENNRCC board of directors for use at the special meeting to be held on Friday, December 20, 2019[            ], 2021 at 10:00 a.m.[            ] local time at the Radisson Hotel, 1112 Airport Center Drive, Nashville, Tennessee 37214,via online videoconference, or at any adjournment or postponement thereof, for the purposes set forth in this proxy statement/prospectus and in the accompanying notice of special meeting.

What Will Be Voted Upon

The special meeting is to be held for the following purposes:

The K-TENNRCC board of directors does not currently intend to bring any business before the special meeting other than the specific proposals referred to above and specified in the notice of the special meeting. The K-TENNRCC board of directors knows of no other matters that are to be brought before the special meeting. If any other business properly comes before the special meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the K-TENNRCC board of directors may recommend.

The matters to be considered at the special meeting are of great importance to the shareholders of K-TENN.RCC. Accordingly, shareholders are urged to read and carefully consider the information presented in this proxy statement/prospectus, and to complete, date, sign, and promptly return the enclosed proxy in the enclosed postage-paid envelope.

Which Shareholders May Vote

The K-TENNRCC board of directors has fixed the close of business on November 29, 2019[                    ], 2021 as the record date for determining the K-TENNRCC shareholders entitled to receive notice of and to vote at the special meeting. As of the record date, there were 7,733,08925,574,679 shares of K-TENNRCC common stock outstanding and entitled to vote at the special meeting held by approximately 1,9561,114 shareholders of record. Each share of K-TENNRCC common stock entitles the holder to one vote at the special meeting on each proposal to be considered at the special meeting. The presence at the special meeting, in person or by proxy, of holders of a majority of the outstanding shares of K-TENNRCC common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business. All shares of K-TENNRCC common stock present in person or represented by proxy, including abstentions and broker non-votes, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the special meeting, including any adjournment thereof (unless a new record date is or must be set for the adjourned meeting).

How Do K-TENNRCC Shareholders VoteVote?

The K-TENNRCC proxy card accompanying this prospectus/proxy statement is solicited on behalf of the K-TENNRCC board of directors for use at the special meeting. K-TENNRCC shareholders are requested to complete, date and sign the accompanying proxy card and promptly return it in the accompanying envelope or otherwise mail it to K-TENN.RCC. All proxies that are properly executed and returned, and that are not revoked, will be voted at the special meeting in accordance with the instructions indicated thereon. Executed but unmarked proxies will be voted FOR approval and adoption of all of the matters listed on the proxy card.

Abstentions; Broker Non-Votes

The inspector of elections will treat abstentions and shares represented by proxies that reflect abstentions as shares that are present and entitled to vote for the purpose of determining the presence of a quorum. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or vote in person at the special meeting, or fail to instruct your bank, broker, or other nominee how to vote with respect to Proposals 1 and 2, it will have the same effect as a vote “AGAINST” the proposals. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or vote in person at the special meeting, or fail to instruct your bank, broker or other nominee how to vote with respect to Proposal 3, so long as a quorum is present, it will have no effect on the proposal.

Broker non-votes are shares held by a bank, broker, or other nominee that are represented at the special meeting, but with respect to which the bank, broker, or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the bank, broker, or other nominee does not have discretionary voting power on such proposal. If your bank, broker or other nominee holds your shares of K-TENNRCC common stock in “street name,” your bank, broker or other nominee will vote your shares only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your bank, broker, or other nominee with this proxy statement/prospectus. K-TENNRCC believes that the share exchange proposal (Proposal 1) and the dissolution of K-TENNRCC proposal (Proposal 2) to be presented at the special meeting are “non-routine” proposals, and your bank, broker, or other nominee may not vote your shares without your specific voting instructions. Therefore, if you are a K-TENNRCC shareholder and you fail to direct your bank, broker, or other nominee to vote your shares, it could have the same effect as voting against Proposals 1 and 2 and, if a quorum is present, no effect on the adjournment proposal (Proposal 3).

Vote Required to Approve Each Proposal

FTFC, Messrs. Zahn, Lay and their affiliates own approximately 3,651,803 shares or 14.28% of RCC’s common stock outstanding. These persons have agreed to vote their shares of RCC in accordance with the votes cast on Proposals 1 and 2 by shareholders of RCC other than themselves.

Under Tennessee law and the charter documentsarticles of K-TENN,incorporation of RCC, approval of Proposal 1 and Proposal 2 requires the affirmative vote of at least a majority of all the votes entitled to be cast by the holders of outstanding shares of K-TENNRCC common stock. Under TennesseeIllinois law and the charter documentsarticles of K-TENN,incorporation and bylaws of RCC, approval of Proposal 3 requires that the votes cast in favor of the proposal at the special meeting exceed the votes cast opposing the proposal at the special meeting.

Voting by K-TENN’sRCC’s Executive Officers and Directors

K-TENN’sRCC’s executive officers, directors and directorstheir affiliates beneficially own a total of approximately 1,630,0008,955,267 shares (21.1%)or 35.02% of K-TENNRCC common stock outstanding as of the date of this proxy statement/prospectus. AllOf these shares, directors and executive officers of RCC other than Messrs. Zahn and Lay and their affiliates own a total of 5,968,027 shares or 23.34% of RCC common stock outstanding and these persons intend to vote for approval of Proposals 1, 2, and 3.

Revocability of Proxies

If you hold your shares of K-TENNRCC common stock in your name as a shareholder of record, you may revoke any proxy at any time before it is voted by (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to K-TENN’sRCC’s President, and Chief Executive Officer, or (3) attending the special meeting in person, notifying the President, and Chief Executive Officer, and voting by ballot at the special meeting. Any shareholder entitled to vote in person at the special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence (without notifying K-TENN’RCC’ President and Chief Executive Officer and actually voting in person) of a shareholder at the special meeting will not constitute revocation of a previously given proxy. Written notices of revocation and other communications about revoking your proxy card should be addressed to:

K-TENN Capital, Inc.

424 Church Street, Suite 2000

Nashville, Tennessee 37206

Attention: David Foley, President and Chief Executive Officer

(615) 651-7400

Royalty Capital Corporation

John C. Todd, President

19250 Everett Lane, Suite 201

Mokena, Illinois 60448

Telephone Number: (708) 995-7748

Solicitation of Proxies and Expenses of Solicitation

K-TENNRCC will bear the cost of solicitation of proxies, including preparation, assembly, printing and mailing of this proxy statement/prospectus, the proxy card and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of K-TENNRCC common stock beneficially owned by others to forward to such beneficial owners. FTFCRCC may reimburse persons representing beneficial owners of K-TENNRCC common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram or personal solicitation by directors, officers or other regular employees of K-TENN.RCC. No additional compensation will be paid to K-TENNRCC or FTFC directors, officers or other regular employees for such services.

Rights of Dissenting Shareholders

Under TennesseeIllinois law, holders of shares of K-TENNRCC common stock who deliver written notice of their intent to dissent and do not vote in favor of the share exchange proposal have the right to dissent and receive the fair value of their K-TENNRCC common stock in cash. K-TENNRCC shareholders electing to exercise dissenters’ rights must comply with the provisions of Chapter 23 of the TBCAIBCA in order to perfect their rights. A copy of Chapter 23Sections 11.65 and 11.70 of the TBCAIBCA is attached to as Annex C to this proxy statement/prospectus. See “Rights of Dissenting K-TENNRCC Shareholders” for further details.

PROPOSAL 1: THE SHARE EXCHANGE

This section of the proxy statement/prospectus describes material aspects of the share exchange.exchange. While K-TENNRCC and FTFC believe that the description covers the material terms of the share exchange,, this summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus for a more complete understanding of the share exchange.exchange. Unless otherwise indicated, references to K-TENNRCC include its subsidiaries, including K-TENN Life.RCLIC.

General

The K-TENNRCC board of directors is proposing that the exchange of all outstanding shares of K-TENN LifeRCLIC pursuant to the terms of the Purchase and Sale Agreement, be approved by its shareholders at the special meeting. The Purchase and Sale Agreement is attached as Annex A to this proxy statement/prospectus.

On October 9, 2019,September 29, 2021, the board of directors of K-TENNRCC authorized the execution of the Purchase of Sale Agreement under which FTFC will acquire all of the issued and outstanding shares of K-TENN LifeRCLIC in consideration for the issuance by FTFC of 168,866745,730 shares of its Class A Common Stock. There is no assurance that this share exchange will be completed. Certain material features of the Purchase, and Sale Agreement are summarized below under “Material Terms of the Purchase and Sale Agreement.” K-TENNRCC shareholders should read the Purchase and Sale Agreement in its entirety.

Background of the Share Exchange and Dissolution of K-TENNExchange

FTFC and its officers have been involved in the operations of RCC since before its inception and RCLIC before its acquisition by RCC. The termsFTFC officers associated with RCC are Gregg E. Zahn, Chairman of FTFC, RCC and conditions of the Purchase and Sale Agreement and the share exchange are the result of arm’s length negotiations between the representativesRCLIC, William S. Lay, Assistant Treasurer of FTFC and the representativesa director, Treasurer and Secretary of K-TENN. Set forth below is a summaryRCC and RCLIC and Michael J. McArthur, Controller of the backgroundFTFC and Chief Financial Officer of these negotiations.

Since its inception, K-TENN has realized that due to the highly competitiveRCC and capital-intensive conditions of the life insurance industry that strategic partnerships, mergers, acquisitions, and/or additional capital would be necessary to achieve its goals of a larger geographic footprint, an expanded portfolio, and the development of a sales force.

Since 2017, K-TENN has had discussions with numerous life insurance holding, companies, investment bankers, and private equity firms. Those discussions proved to be fruitless as the other parties were incurring losses similar or greater than those of K-TENN and/or the conditions of a business transaction did not meet the long-term goals of providing shareholders and policy owners with a more stable financial outlook and the ability to provide a climate where shares could grow in value.RCLIC.

In May 2019, K-TENN contactedaddition, Jeffrey J. Wood, Treasurer, Secretary and Chief Financial Officer of FTFC, served as a consultant to discuss best practicesRCC and RCLIC and maintained RCC’s and RCLIC’s financial books and records and prepared RCC and RCLIC financial statements through December 31, 2017 with Mr. McArthur assuming those responsibilities and title of RCC’s and RCLIC’s Chief Financial Officer on January 1, 2018.

In 2012, John C. Todd, then a sales representative of FTFC and FTFC’s wholly owned life insurance companies, Trinity Life Insurance Company (“TLIC”) and Family Benefit Life Insurance Company (“FBLIC”) approached Gregg Zahn and suggested that he, John Todd, was considering organizing a developmental stage financial services holding company in the possibilitystate of Illinois with the primary purpose of forming or acquiring a life insurance company, insurance related company or other financial services business.

Mr. Todd, given his experience as a successful sales representative of FTFC, TLIC and FBLIC, stated that he would appreciate Mr. Zahn’s involvement in the formation of such an entity and hoping to duplicate the success that Mr. Zahn had achieved in the formation, growth, success and profitability of FTFC, TLIC and FBLIC. Mr. Zahn agreed to participate and indicated that he would personally fund the initial expenses until the incorporation of a strategic partnershipdevelopmental stage financial services holding company in Illinois and until sufficient initial investors and potential board of director candidates were located that resided in Illinois.

Throughout 2013 and until early October 2013, Mr. Todd and Mr. Zahn pursued initial investors, potential board of director members and conducted surveys throughout the counties of Illinois to identify community leaders and successful businesses and Illinois residents with strong principles of integrity, ethics and spirituality. In addition, Mr. Zahn and Mr. Todd pursued candidates to serve as the companies have similar business model as well assales force and identified three individuals that were qualified and had the fact that FTFC has provenprofessional training and background to be a consistently profitable entity.lead the sale of intra state securities to accredited investors. RCC was incorporated on August 6, 2013 and held its initial Board of Directors meeting in early October 2013.

On May 29, 2019, David Foley, K-TENN’s

At the initial meeting of the Board of Directors, several customary motions were made and approved including the appointment of officers and a motion to reimburse Mr. Zahn for his payment of expenses related to the formation of RCC through the initial meeting of the RCC Board of Directors. Mr. Zahn presented receipts to document the reimbursement. The initial RCC Board of Directors included Mr. Zahn, Mr. Todd and Mr. Lay and five other directors (Messrs. Eilering, Gaynor, Howard, McNitt and Murphy). The RCC Board of Directors elected Mr. Zahn as Chairman, Mr. Todd as President and Chief Executive Officer metand Mr. Lay as Secretary and Treasurer.

RCC was initially funded in August 2013 and October 2013 with Greggsubscriptions from accredited investors for $222,000 in the aggregate, by the following two private offerings:

3,200,000 shares at $0.02 per share = $64,000.

1,580,000 shares at $0.10 per share = $158,000.

From October 2013 through March 2021, FTFC hoped that RCC would become financially successful. But during those seven and one-half years, FTFC observed the following situation at RCC which ultimately resulted in RCC’s Board of Directors asking FTFC to make a preliminary presentation about the possibility of RCC, RCLIC or both being acquired by FTFC. A summary of these seven and one-half years is below:

From October 2013 through February 2017, RCC offered and sold the following number of its shares of common stock and raised the corresponding amount of funds, in private offerings directed to accredited investors only:

4,000,000 shares at $1.25 per share = $5,000,000

1,326,400 shares at $2.50 per share = $3,316,000

At the end of February, 2017, RCC acquired Inspire Capital Corporation’s (“ICC”) 5,197,300 shares of common stock for 5,197,300 shares of RCC common stock and based upon the relative book values per share of RCC ($0.54666580) and ICC ($0.27619212), RCC’s shares were increased by a forward stock split (1.97929544 shares of RCC common stock for each share of RCC common stock before the acquisition of ICC) thereby increasing its outstanding shares of common stock from 10,106,400 shares to 20,003,874 shares (including fractional shares). This resulted in the following number of shares and accumulated contributions of capital immediately after the acquisition of ICC:

RCC continued to raise capital from March 1, 2017 through September 30, 2018 and offered and sold the following additional shares, in private offerings directed to accredited investors only, with the corresponding contributions to capital:

Adding the proceeds of the last two capital raises to the February 28, 2017 totals results in the following number of shares subscribed and accumulated contribution of capital:

RCC incurred $1,999,319 of cost in raising this capital which was recorded as a reduction in contributed capital. In addition, as of September 30, 2018 RCC had incurred four years and eleven and one-half months of losses since its incorporation in August 2013, amounting to an accumulated deficit of $3,335,190. Therefore, RCC entered the life insurance business in October 2018 with shareholders’ equity (excluding accumulated other comprehensive income / loss) of $7,003,744 ($12,338,253 - $1,999,319 - $3,335,190).

RCC through RCLIC proceeded to develop an “accumulator” product that had life insurance features with a side annuity fund as its initial and primary product. If this proved successful, RCC / RCLIC management’s strategy was to then pursue a pre-need product based upon its success with funeral home and senior citizens throughout Illinois and Missouri.

As the product was developed, RCLIC was not successful in developing a significant captive agency force. RCLIC used its captive insurance agents to market the accumulator product to its shareholder base in 2018 and 2019 of over 1,000 shareholders but had little success.

RCC then contracted with an Illinois- and Missouri-based insurance agency to sell its accumulator life insurance product with a side annuity fund. This agency and its agents, however, continued its focus on its crop hail insurance marketing in Midwestern states with which they were most familiar. Given that focus, these agents sold little of RCC’s accumulator product in 2018 and 2019.

RCC’s next step was to contract in mid-2019 with an individual who was familiar with the accumulator product and had led successful marketing of this product with other companies. That individual focused on accumulator production for the remainder of 2019 but was not able to build a sufficient agency force in late 2019 and 2020 and therefore did not produce significant sales of the accumulator life insurance product with the side annuity fund.

This was the status of RCLIC operations in mid-March 2020 when the COVID-19 pandemic hit the United States. RCLIC was forced to cease face-to-face presentations to potential policyholders. RCLIC attempted to market using videoconference and telephonic presentations through the remainder of 2020 with little success. Going into 2021, RCLIC had issued only 94 accumulator life insurance policies with the annuity side fund. From October 2018 through December 31, 2020, RCC had lost an additional $1,834,799 over 27 months, resulting in an accumulated deficit as of December 31, 2020 of $5,169,989.

During first quarter of 2021, RCC was not able to produce sufficient accumulator sales given the continuing COVID-19 pandemic, with vaccinations just beginning. RCC lost an additional $139,159 during the three months ended March 31, 2021 resulting in an accumulated deficit of $5,309,148 that further decreased shareholders’ equity to $4,982,786 excluding $342,275 of accumulated other comprehensive income.

In mid-March 2021, FTFC gave an informal presentation to the RCC Board of Directors. The Board of Directors instructed RCC management to approach FTFC early in the second quarter of 2021 to request an initial presentation of FTFC’s interest in and ability to acquire RCC, RCLIC or both. FTFC was one of two presenters regarding the potential acquisition of RCC, RCLIC or both. FTFC prepared and made its presentation on July 28, 2021 to the RCC Board of Directors through a videoconference meeting arranged by RCC personnel.

In early third quarter 2021, FTFC was again approached by RCC to determine FTFC’s interest in making a formal presentation including specifics about FTFC’s possible acquisition of RCC, RCLIC or both. FTFC was informed that another finalist would be making a presentation either before or after FTFC’s presentation.

FTFC made its formal presentation to the RCC Board of Directors regarding FTFC’s potential purchase of RCC, RCLIC or both in July 2021. In that presentation, FTFC explained the many advantages of an affiliation with FTFC including its years of producing positive U.S. GAAP operating results since 2010 and its strategy for continuing growth. FTFC suggested an exchange with RCC whereby FTFC would purchase RCLIC and shortly before closing, RCC would contribute its financial assets and financial liabilities (that would result in a net financial asset of approximately $5.2 million) for 745,730 shares of FTFC’s Class A common stock. FTFC stated that the number of shares would remain at that amount and would not be adjusted at closing.

The RCC Board of Directors voted and accepted FTFC’s proposal with Messrs. Zahn FTFC’sand Lay abstaining. The purchase proposal letter was signed on RCC’s behalf by President and Chief Executive Officer to discuss potential opportunities for a transaction with K-TENNJohn C. Todd and FTFC. It was determined that due to the common goals, similar business models, shared philosophies,on FTFC’s behalf by Secretary, Treasurer and mutual desire to build companies that would provide an opportunity to benefit the families of shareholders and policy owners that a transaction between the two companies would be a viable option.

Shortly thereafter, K-TENN’s board of Directors was made aware that the initial discussion with FTFC was promising. With this in mind, a non-disclosure agreement between K-TENN and FTFC was executed on June 20, 2019.

After the exchange of pertinent information, it was determined that Jeff Wood, FTFC’s Chief Financial Officer would travel to Nashville, Tennessee for meetings with K-TENN executives on August 12-13, 2019 to further discuss the feasibility of a transaction. This visit led to a non-binding letter of intent being executed at the end of the meetings.

On August 14, 2019, Mr. Foley and Mr. Zahn spoke at the offices of K-TENN’s legal counsel, Butler Snow LLP, in Nashville, Tennessee in regard to a potential transaction.

On August 27, 2019, Mr. Foley and Mr. Zahn along with legal counsel from Butler Snow LLP met with the Tennessee Department of Commerce and Insurance to make them aware that discussions concerning a potential transaction were taking place. Immediately following this meeting, the board of directors of K-TENN was updated and given the opportunity to speak with and ask questions of Mr. Zahn via a teleconference.Jeffrey J. Wood.

On September 11, 2019,29, 2021, a telephonic meeting of the board of directors of K-TENN was held to approve the execution of the non-binding letter of intent between K-TENN and FTFC.

On September 12, 2019 the non-binding letter of intent was executed.

On September 19, 2019, Jones & Keller, P.C., FTFC’s legal counsel, sent K-TENN and Butler Snow LLP an initial draft of the Purchase and Sale Agreement.

After some discussions among Jones & Keller, P.C., FTFC, Butler Snow LLP, and K-TENN regarding the mechanics of the transaction, on September 26, 2019, Butler Snow LLP sent a revised draft of the Purchase and Sale Agreement to Jones & Keller, P.C.among RCC, RCLIC and FTFC was signed on RCC’s behalf by President and Chief Executive Officer John C. Todd and on FTFC’s behalf by Secretary, Treasurer and Chief Financial Officer Jeffrey J. Wood.

On September 27, 2019, Jones & Keller, P.C. sent another revised draft ofAll parties to the Agreement began working diligently to comply with insurance and securities regulations to close the contemplated transaction in 2021, if possible.

FTFC’s Reasons for Entering Into the Stock Purchase and Sale Agreement to Butler Snow LLP.

After discussions among Jones & Keller, P.C., FTFC, Butler Snow LLP, and K-TENN regarding the tax treatment of the transactions qualifying as a fully tax-deferred “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and that Internal Revenue Code would constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Internal Revenue Code, Butler Snow LLP sent another revised draft of the Purchase and Sale Agreement to Jones & Keller, P.C. on October 3, 2019.

On October 7, 2019, a final draft of the Purchase and Sale Agreement, which was materially the same as the draft distributed on October 3, 2019, was distributed to the board of directors of K-TENN.

On October 9, 2019, a special meeting of the board of directors of K-TENN was held to discuss and approve the Purchase and Sale Agreement. At such Special Meeting, the board of directors of K-TENN approved the Purchase and Sale Agreement.

Reasons for the Share Exchange

The following discussion of the reasons for the share exchange contains a number of forward-looking statements that reflect the views of K-TENN or FTFC only as of the date of this proxy statement/prospectus with respect to future events that may have an effect on their financial performance. The benefits of the transaction considered by the board of directors of K-TENN and FTFC may not be achieved. Forward-looking statements are subject to risks and uncertainties. Actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Cautionary statements that identify important factors that could cause or contribute to differences in results and outcomes include those discussed in “Forward-Looking Information” and “Risk Factors.”

K-TENN’s Reasons for the Share Exchange and Dissolution and Recommendation of the K-TENN Board of Directors

The K-TENN board of directors, after consultation with K-TENN senior management as well as K-TENN’s legal counsel, has determined that the terms of the Purchase and Sale Agreement and Plan of Liquidation Dissolution are fair to and in the best interests of K-TENN and its shareholders, and has approved the Purchase and Sale and Agreement and the Plan of Liquidation and Dissolution.

In reaching its determination, the K-TENN board of directors considered the following positive factors:

The K-TENN board of directors also considered the following potentially negative factors in its deliberations concerning the overall transaction:

The foregoing positive and negative factors together comprise the K-TENN board’s material considerations in entering into the share exchange.

Based on the factors listed above, the K-TENN board of directors determined that the share exchange and subsequent dissolution of K-TENN would likely return the greatest value to K-TENN shareholders as compared to other alternatives. If the share exchange and dissolution of K-TENN is not approved by the shareholders of K-TENN at the special meeting, the K-TENN board of directors will explore what, if any, alternatives are available for the future of K-TENN. The K-TENN board of directors does not believe, however, that there are viable alternatives to the Purchase and Sale Agreement and the Plan of Liquidation and Dissolution

The foregoing discussion of these factors includes all the material factors considered by the K-TENN board of directors. The board of directors of K-TENN did not quantify or attach any particular weight to the various factors that they considered in reaching their determination that the terms of the share exchange and dissolution of K-TENN are fair to and in the best interests of K-TENN and its shareholders. Rather, the K-TENN board of directors viewed its recommendation as being based upon its business judgment in light of K-TENN’s financial position and the totality of the information presented and considered, and the overall effect of the share exchange and the dissolution of K-TENN on the shareholders of K-TENN compared to continuing the business of K-TENN or seeking other potential parties to effect an investment in or other business combination or acquisition transaction with K-TENN.

FTFC’s Reasons for Entering into the Stock Purchase and Sale Agreement

FTFC’s board of directors determined that the acquisition of stock of K-TENN LifeRCLIC from K-TENN isRCC would be consistent with and in furtherance of the long-term business strategy of FTFC and fair to, and in the best interests of, FTFC and its shareholders, and has unanimously approved the Purchase and Sale Agreement.

In reaching its determination, FTFC’s board of directors considered the following positive factors:

In addition, FTFC’s board of directors considered the following potentially negative factors in its deliberations concerning the Purchase and Sale Agreement:

The foregoing discussion of these factors includes all material factors considered by FTFC’s board of directors. The board of directors of FTFC did not quantify or attach any weight to the various factors that they considered in reaching their determination that the Purchase and Sale Agreement are fair to and in the best interests of FTFC and its shareholders. Rather, FTFC’s board of directors viewed its proposed action as being based upon its business judgment considering FTFC’s financial position and the totality of the information presented and considered, and the overall effect of the stock purchase.exchange.

 DeterminationRCC’s Reasons for the Share Exchange and Dissolution and Recommendation of the RCC Board of DirectorsExchange Ratio’

As noted above under “Proposal 1: The Share Exchange - BackgroundRCC board of directors, after consultation with RCC senior management as well as RCC’s legal counsel, has determined that the terms of the Purchase and Sale Agreement and Plan of Liquidation Dissolution are fair to and in the best interests of RCC and its shareholders, and has approved the Purchase and Sale and Agreement and the Plan of Liquidation and Dissolution.

In reaching its determination, the RCC board of directors considered the following positive factors:

The RCC board of directors also considered the following potentially negative factors in its deliberations concerning the overall transaction:

The foregoing positive and negative factors together comprise the RCC board’s material considerations in entering into the share exchange.

Based on the factors listed above, the RCC board of directors determined that the share exchange and Dissolutionsubsequent dissolution of K-TENN,”RCC would likely return the numbergreatest value to RCC shareholders as compared to other alternatives. If the share exchange and dissolution of RCC is not approved by the shareholders of RCC at the special meeting, the RCC board of directors will continue to explore what, if any, alternatives are available for the future of RCC. The RCC board of directors does not believe, however, that there are viable alternatives to the Purchase and Sale Agreement and the Plan of Liquidation and Dissolution

The foregoing discussion of these factors includes all the material factors considered by the RCC board of directors. The board of directors of RCC did not quantify or attach any particular weight to the various factors that they considered in reaching their determination that the terms of the share exchange and dissolution of RCC are fair to and in the best interests of RCC and its shareholders. Rather, the RCC board of directors viewed its recommendation as being based upon its business judgment in light of RCC’s financial position and the totality of the information presented and considered, and the overall effect of the share exchange and the dissolution of RCC on the shareholders of RCC compared to continuing the business of RCC or seeking other potential parties to effect an investment in or other business combination or acquisition transaction with RCC.

Determination of the Exchange Ratio

FTFC is acquiring RCLIC from RCC immediately after the remaining RCC net financial assets are transferred to RCLIC in order to provide liquidity to FTFC, a financial services holding company that qualifies as a public company under the Securities Exchange Act of 1934, as amended.

FTFC has spent the past few years seeking a capital infusion from third parties to grow its business. FTFC undertook a recapitalization and reorganization in 2019 completed in 2020 to have two classes of shares. The Class B shares elect a majority of the members (one-half plus one) of the Board of Directors annually but only receive 85% of any cash or stock dividends or liquidation paid to holders of Class A common stock. The holders of the Class A common stock elect the remaining members of the Board of Directors. The primary purpose of this change, that was approved by the shareholders, the Oklahoma Insurance Department (“OID”), the Missouri Department of Commerce and Insurance (“MDCI”) and the FTFC Board of Directors and became effective in March 2020, the [as consolidated capital surplus] was to guard against hostile takeovers or an unwelcome acquirer.

FTFC has not been successful in its efforts to obtain capital infusion. However, FTFC needs to maintain its life insurance regulatory Risk-Based Capital (“RBC”) significantly above minimum levels to satisfy the OID, MDCI and the National Association of Insurance Commissioners (“NAIC”). In addition, it is expected that TLIC and FBLIC will need to increase its RBC if those life insurance companies are to continue to grow and as the NAIC may change RBC to be even more restrictive. The approximate $5,000,000 that FTFC will receive [as consolidated capital surplus] in acquiring RCLIC from RCC by issuing 745,730 shares, less $500,000 to be retained by FBLIC to support RCLIC accumulator life reserves of $200,000, will provide FTFC with $4,500,000 to provide safety for its life insurance operations and provide some but not extensive growth opportunities.

FTFC and RCC concluded to perform the following in determining an exchange ratio between FTFC and RCC with FTFC purchasing RCLIC and shortly before closing, RCC contributing its remaining financial asset and financial liabilities (that will result in a net financial asset of $5,200,000). This determination was used since neither company is publicly traded or has an objective market value. In addition, a fully independent third party valuation of FTFC and RCC would likely have cost $100,000 to perhaps $300,000 for a transaction that has an arguable value of just $5.0 million. This is not a cost-effective use

More specifically, the relative exchange ratio calculation was based upon the following items:

1.     RCC’s U.S. GAAP Shareholders’ Equity per share of Common Stock as of March 31, 2021.

2.     FTFC’s U.S. GAAP Shareholders’ Equity per share of Class A Common Stock as of March 31, 2021.

3.     The estimated present value of FTFC’s U.S. GAAP net income after taxes from March 31, 2021 through December 31, 2041 discounted to March 31, 2021 at a 12% annual discount rate divided by the number of FTFC’s Class A Common Stock to be issued to K-TENN in consideration for the shares outstanding as of K-TENN Life was determined in arm’s length negotiations between the management (primarily Gregg E. Zahn) of FTFC and the management of K-TENN (primarily David Foley), referred to as the “representatives.”March 31, 2021.

First,4.     The percentage increase of item 3 above over item 2 above. Both RCC’s and FTFC’s U.S. GAAP Shareholders’ Equity as of March 31, 2021 were both increased by this same percentage increase in computing the representatives determined an assumed value of K-TENN Life based upon its statutory capital and surplus of $2,039,238 at June 30, 2019, plus an amount of $21,593 for its asset reserves and Tennessee Liferelative exchange ratio.

5.     The Insurance Company’s three Certificates of Authority. Then they subtracted K-TENN Life’s estimated statutory net loss from operations after dividends of $213,491 for the six-month period ending December 31, 2019. This resultedAuthority in a base valuation of $1,847,539.

There is no trading market for common stock of FTFC. Its book value at June 30, 2019 was approximately $6.50 per share, which does not reflect possible additional value using customary models based on comparable companies, discounted cash flow or revenueMissouri, Illinois and earnings multiples.Kansas.

The representatives reviewed a fairness opinion, dated May 24, 2019, rendered to a Special CommitteeU.S. GAAP amount of Shareholders’ Equity of RCC and Consolidated Subsidiary was $5,325,061 as of March 31, 2021. In addition, RCC had 25,574,679 shares of Common Stock outstanding as of March 31, 2021, resulting in U.S. GAAP Book Value per Common Stock share outstanding of $0.20821614 as of March 31, 2021.

The U.S. GAAP amount of FTFC’s BoardShareholders’ Equity allocated to its Class A Common Stock shareholders was $63,433,376 (total of Directors indicating$64,062,730 less $629,354 allocated to the Class B Common Stock shareholders) as of March 31, 2021. FTFC had 8,661,696 shares of Class A Common Stock outstanding as of March 31, 2021. This results in a valuation of $10.94FTFC U.S. GAAP Book Value per FTFC’s Class A Common Stock share outstanding of $7.32343596 as of March 31, 2021.

The estimated present value of FTFC’s U.S. GAAP net income after taxes from March 31, 2021 through December 31, 2041 discounted to March 31, 2021 at that time. However, this opiniona 12% discount rate allocated to the Class A shareholders was prepared$69,840,783 (total of $70,533,708 less $692,925 allocated to the Class B shareholders). This resulted in connection with a different recapitalization transactionan estimated U.S. GAAP Discounted Present Value per Class A Common Stock per share outstanding of $8.06317643 as of March 31, 2021.

The percentage increase referred to above in item 4 is as follows:

6.     The estimated FTFC U.S. GAAP Discounted Present Value per Class A Common Stock per share outstanding of $8.06317643 as of March 31, 2021.

7.     The FTFC U.S. GAAP Book Value per Class A Common Stock share outstanding of $7.32343596 as of March 31, 2021.

8.     The percentage increase of Item 6 divided by item 7 is $8.06317643 / $7.32343596 and equals 10.1010383% or an increase factor of 1.101010383.

For purposes of the exchange ratio, FTFC and was based on several assumptions. Therefore,RCC made the representatives acknowledged and considered the opinion becausefollowing calculation to estimate RCC’s U.S. GAAP Value per share of its relatively recent date, but it was just one factor among other analyses considered by the representatives, both of whom are highly experienced in operating and evaluating life insurance companies.common stock:

After discussions9.      The RCC U.S. GAAP Shareholders’ equity as of March 31, 2021 was $5,325,061.

10.     The percentage increase of Item 6 divided by item 7 is $8.06317643 / $7.32343596 and negotiationsequals 10.1010383% or a value increase factor of 1.101010383.

11.     RCLIC’s three Certificates of Authority in Missouri, Illinois and Kansas were valued at $150,000 ($50,000 per Certificate of Authority).

12.     RCC had 25,574,679 shares of Common Stock outstanding as of March 31, 2021.

13.     The estimated RCC U.S. GAAP Value per share of Common Stock is equal to Item 9 times Item 10 plus $150,000 = $5,325,061 x 1.101010383 + $150,000 = $6,012,947 / 25,574,679 shares of Common Stock outstanding = $0.23511329.

Based upon the above calculations, the exchange rate of the shares between the representatives concerning historical earningsFTFC and growth as well as a potential forthcoming stock dividend, a potential forthcoming cash dividend, and the possibilityRCC will be one share of FTFC Class A Common Stock being listed onfor every 34.29485602 ($8.06317643 / $0.23511329) shares of RCC Common Stock or 745,730 shares of FTFC Class A Stock.

FTFC and RCC believe that there is little reason to use a securities exchange listing in the future, the representatives determinedthird party to perform an independent valuation. The reason for this is that using historical relationships from 2012 through 2020 to conservatively produce U.S. GAAP financial statements from March 31, 2021 through December 31, 2041 discounted at 12% back to March 31, 2021 reflected a valuation estimate of $10.94 per FTFC’s shareholders’ equity as of that date. This valuation produced a FTFC Class A Common Stock per share was fair and an appropriate value to be used for the share exchange. Therefore, in consideration for the shares of K-TENN Life, K-TENN will receive 168,866 shares of FTFC’s Class A Common Stock based on K-TENN Life’s base valuation of $1,847,539$8.06. Using a projected U.S. GAAP after-tax statement of operations for over 20 years limits the impact of capitalization and amortization of deferred acquisition costs and value of insurance businesses acquired so that this methodology approximates a valuationcash flow approach and EBITDA with far less effort and costs. In addition, FTFC feels that the inclusion of $10.94 per FTFC’s Class A Common Stock share.current and deferred tax expenses (benefits) is essential to computing the valuation.

MATERIAL TERMS OF THE PURCHASE AND SALE AGREEMENT

The following describes the material terms of, and is qualified in its entirety by reference to, the Purchase and Sale Agreement. The full text of the Purchase and Sale Agreement is attached asAnnex Ato this proxy statement/prospectus and is incorporated by reference herein. You are encouraged to read the Purchase and Sale Agreement in its entirety.

The Purchase and Sale Agreement

The Purchase and Sale Agreement provides that FTFC will acquire all of the issued and outstanding capital stock of K-TENN Life,RCLIC, a wholly-owned subsidiary of K-TENN.RCC.

Retained Assets

Notwithstanding the above, pursuant to the terms of the Purchase and Sale Agreement, K-TENN will be retaining the following assets to liquidate its obligation and liabilities prior to dissolution:

Consideration to be Received by K-TENNRCC

If the share exchange is completed, K-TENNRCC will receive an aggregate of 168,866745,730 shares of FTFC’s Class A Common Stock. See “Risk Factors,” “Information Concerning FTFC” and “Description of FTFC Capital Stock”.

Consideration to be Received by FTFC

If the share exchange is completed, FTFC will receive 100% of the issued and outstanding shares of RCLIC. RCLIC will also acquire at closing the financial assets of RCC (primarily cash) and assume the remaining liabilities of RCC.

Representations and Warranties

The Purchase and Sale Agreement contains various representations and warranties made as of the date of the Purchase and Sale Agreement and as of the closing date by the parties thereto regarding aspects related to their respective assets, business, financial condition, structure and other facts pertinent to the share exchange and the dissolution. The following list summarizes the material representations and warranties made by each party.

Representations and Warranties of K-TENNRCC

The representations and warranties made by K-TENNRCC relate to: