NFT LTD Announces Pricing of US$2.0 Million Public Offering

Rhea-AI Summary

NFT Ltd (NYSE American: MI) priced a registered public offering of 437,957 Units on a best-efforts basis at US$4.60 per Unit, for expected gross proceeds of approximately US$2.0 million before fees and expenses.

Each Unit includes one Class A Ordinary Share, or one pre-funded warrant in lieu of a share, plus one Common Warrant. Pre-Funded Units are priced at US$4.56, reflecting the US$0.04 exercise price of each pre-funded warrant. Common Warrants are immediately exercisable at US$4.60 per share, feature customary anti-dilution adjustments, and expire five years from issuance. Closing is expected on August 24, 2026, subject to customary conditions. According to NFT, net proceeds will be used for working capital and general corporate purposes. Maxim Group acts as sole placement agent, and the Form F‑1 registration statement was declared effective on August 21, 2026.

Positive

• US$2.0 million expected gross proceeds to support working capital and corporate purposes
• Registered offering of 437,957 Units fully covered by an effective Form F-1
• Common Warrants immediately exercisable at US$4.60 with five-year term
• Targeted closing date of August 24, 2026, subject to customary conditions

Negative

• Issuance of 437,957 Units and associated warrants may dilute existing shareholders
• Five-year Common Warrants create potential future share issuance overhang

News Explained

NFT Ltd’s offering is priced but not yet closed; if it closes on the expected August 24, 2026, its US$2.0 million sale of 437,957 units—each tied to a share or pre-funded warrant plus a common warrant—can increase the share count and reduce existing holders’ percentage ownership as those instruments produce shares.

Market Context

MI’s prior crypto/offering announcement was followed by a -82.97% 24-hour reaction, providing a mate...

Analysis

MI’s prior crypto/offering announcement was followed by a -82.97% 24-hour reaction, providing a materially negative historical comparator for this offering. The platform record adds dilution sensitivity; investors could watch closing completion and warrant-related filings.

Key Figures

Offering units: 437,957 units Offering price: US$4.60 per Unit Pre-funded Unit price: $4.56 per Pre-Funded Unit +5 more

8 metrics

Offering units 437,957 units Registered public offering

Offering price US$4.60 per Unit Public offering

Pre-funded Unit price $4.56 per Pre-Funded Unit Pre-funded warrant alternative

Gross proceeds approximately US$2.0 million Before offering-related expenses

Common warrant exercise price US$4.60 Immediately exercisable upon issuance

Warrant expiration fifth anniversary of the issuance date Common warrants

Expected closing date August 24, 2026 Subject to customary closing conditions

Registration effectiveness August 21, 2026 Form F-1 registration statement

Previous Crypto,offering Reports

1 past event · Latest: Mar 10 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 10	Registered offering	Negative	-83.0%	Registered direct offering priced with ordinary shares and warrants

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The tag-specific record showed a negative reaction to a prior offering, with -82.97% over 24 hours.

Key Terms

pre-funded warrant, common warrant, anti-dilution adjustments, f-1 registration statement

4 terms

pre-funded warrant financial

"or one pre-funded warrant to purchase one Ordinary Share in lieu thereof"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

common warrant financial

"and one Common Warrant to purchase one Class A Ordinary Share"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

anti-dilution adjustments financial

"subject to customary anti-dilution adjustments in connection with share splits"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

f-1 registration statement regulatory

"declared effective on August 21, 2026"

An F-1 registration statement is a Securities and Exchange Commission filing that a foreign company uses to register securities for sale in the United States under the Securities Act of 1933. It contains the company’s detailed business description, audited financial statements, risk factors, use of proceeds and other disclosures so U.S. investors can assess the offering. Think of it as a comprehensive product manual and warning label that explains what is being sold and the main risks involved.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Hong Kong, Aug. 21, 2026 (GLOBE NEWSWIRE) -- NFT Ltd. (NYSE American: MI) ("Company" or "NFT", formerly known as Takung Art Co., Ltd.), as an emerging online trading platform operator of international art and collectibles, today announced the pricing of its registered offering of 437,957 units (each, a “Unit”), on a best efforts basis, at an offering price of US$4.60 per Unit (the “Offering”).

Each Unit consists of one Class A Ordinary Share (“Ordinary Share”) of the Company (or one pre-funded warrant to purchase one Ordinary Share in lieu thereof) (“Pre-Funded Warrant”), with a par value of US$0.04 per share, and one Common Warrant to purchase one Class A Ordinary Share of the Company (the “Common Warrant”). Each Unit consisting of a Pre-Funded Warrant in lieu of an Ordinary Share and a Common Warrant is referred to herein as a “Pre-Funded Unit.” The public offering price per Pre-Funded Unit is $4.56, which is equal to the public offering price per Unit to be sold in the Offering, minus the $0.04 exercise price per Pre-Funded Warrant. The aggregate gross proceeds from the Offering are expected to be approximately US$2.0 million, prior to deducting placement agent fees, legal fees, administrative and other offering-related expenses.

Each Common Warrant will be immediately exercisable upon issuance at an initial exercise price of US$4.60, which is equal to the public offering price per Unit. The warrant exercise price is subject to customary anti-dilution adjustments in connection with share splits, share combinations, dividend distributions, subsequent equity sale and other corporate restructurings. The Common Warrants will expire on the fifth anniversary of the issuance date.

The closing of the Offering is currently expected to take place on August 24, 2026, subject to the satisfaction of customary closing conditions set forth in the Securities Purchase Agreements dated August 21, 2026 by and between the Company and the purchasers signatory thereto, and related transaction documents. The Company intends to use the net proceeds from the Offering for working capital requirements and other general corporate purposes.

Maxim Group LLC is acting as the sole placement agent for the Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. securities counsel to the Company, and Pryor Cashman LLP is acting as U.S. securities counsel to the placement agent, in connection with the Offering.

The Company’s Registration Statement on Form F-1 (File No. 333-298398) was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective on August 21, 2026. The Offering is being made exclusively by means of a prospectus contained within the effective F-1 registration statement, copies of which may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. Copies of the registration statement can be accessed through the SEC website at www.sec.gov.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offering, sale or solicitation shall be permitted in any jurisdiction where such offering or sale would be unlawful prior to registration, exemption or qualification under the local securities laws of such jurisdiction.

About NFT Limited

NFT Limited (formerly known as Takung Art Co Ltd.) operates an online electronic platform (www.nftoeo.com) for offering and trading of digital artwork. Through its platform, the Company allows artists/art dealers/owners to access a much bigger art trading market where they can engage with a wide range of investors. We also provide NFT consulting with respect to the strategic utilization of blockchain technology and NFT launch. Given our goal to create multiple potential revenue streams and continue to diverse the business model, we are also exploring NFT gaming business including sales of in-game characters NFTs and sales of membership packs.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to substantial risks and uncertainties that may cause actual results, performance or achievements to differ materially from those expressed or implied, including without limitation: the Company’s ability to complete the Offering in accordance with the expected timeline and terms; satisfaction of closing conditions; the planned use and actual deployment of net proceeds; adverse changes in global market conditions and capital market sentiment; risks relating to the Company’s business strategy adjustment and asset optimization; the ability to maintain the Company’s Nasdaq listing status; changes in industry policies and regulatory rules; future capital financing needs; and other risk factors disclosed in the Company’s periodic filings and subsequent submissions with the SEC, including its Annual Report on Form 20-F. All forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking statements except as required by applicable law.

Contact:

Investor Relations

IR@nft-limited.com

FAQ

What are the key terms of NFT Ltd (NYSE American: MI) US$2.0 million public offering announced on August 21, 2026?

NFT Ltd priced 437,957 Units at US$4.60 each, for expected gross proceeds of about US$2.0 million. According to NFT, each Unit includes one Class A Ordinary Share or a pre-funded warrant, plus one Common Warrant exercisable at US$4.60.

How is each Unit structured in the NFT Ltd (MI) August 2026 offering?

Each Unit consists of one Class A Ordinary Share or one pre-funded warrant and one Common Warrant. According to NFT, Pre-Funded Units are priced at US$4.56, reflecting the US$0.04 exercise price of each pre-funded warrant, matching the economic value of regular Units.

When is the expected closing date for NFT Ltd (MI) public offering and what conditions apply?

The offering is expected to close on August 24, 2026, subject to customary closing conditions. According to NFT, these conditions are set forth in Securities Purchase Agreements dated August 21, 2026, between the company and the participating purchasers.

What will NFT Ltd (NYSE American: MI) use the proceeds from its US$2.0 million offering for?

NFT Ltd plans to use net proceeds for working capital and general corporate purposes. According to NFT, the approximately US$2.0 million gross proceeds are before placement agent fees, legal costs, administrative charges and other offering-related expenses.

What are the terms of the Common Warrants in NFT Ltd (MI) August 2026 offering?

Each Common Warrant is immediately exercisable at an initial exercise price of US$4.60 per share. According to NFT, the warrants include customary anti-dilution adjustments and will expire on the fifth anniversary of their issuance date, providing a long exercise window.

Is the NFT Ltd (MI) August 2026 offering registered with the SEC?

Yes. NFT Ltd’s Registration Statement on Form F-1 (File No. 333-298398) was declared effective on August 21, 2026. According to NFT, the offering is made exclusively via the prospectus contained in this effective SEC registration statement.

Who is acting as placement agent for NFT Ltd (MI) August 2026 public offering?

Maxim Group LLC is acting as the sole placement agent for the offering. According to NFT, Hunter Taubman Fischer & Li serves as U.S. securities counsel to the company, while Pryor Cashman advises the placement agent on U.S. securities matters.