NFT Limited (NYSE American: MI) filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2025 with the SEC on May 1, 2026.
The Form 20-F includes audited consolidated financial statements and an independent auditor's report containing a going concern emphasis of matter paragraph. The report is available on the SEC website and the company's investor relations site; hard copies are available on request.
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Positive
Form 20-F filed with the SEC on May 1, 2026
Includes audited consolidated financial statements
Hard copy annual report available free to shareholders on request
Negative
Auditor issued a going concern emphasis paragraph for 2025 financials
Disclosure triggered NYSE American Section 610(b) announcement requirement
News Market Reaction – MI
-3.09%
-3.09%Session close to close
In the May 5 session, MI declined 3.09%, reflecting a moderate negative market reaction.
This announcement details NFT Ltd’s 2025 Form 20-F filing, including audited statements that carry a...
Analysis
This announcement details NFT Ltd’s 2025 Form 20-F filing, including audited statements that carry a going concern emphasis from the auditor. It follows prior filings outlining $4.39 million in restricted client advances, $7.11 million held at a Djibouti bank, and significant share capital changes. Investors may watch future disclosures, financing activity under the existing shelf, and any updates to cash concentration or regulatory risks around the NFT marketplace.
Key Figures
Shares outstanding:14,318,410 Class A sharesRestricted cash:$4.39 millionDeposit at Silkroad Bank:$7.11 million+5 more
8 metrics
Shares outstanding14,318,410 Class A sharesAs of December 31, 2025 per Form 20-F
Restricted cash$4.39 millionClient advance payments classified as restricted cash
Deposit at Silkroad Bank$7.11 millionFunds held in Djibouti without formal deposit insurance
Divestiture proceeds$1.5 millionSale of legacy Hong Kong art subsidiaries
Reverse split ratio1-for-50Share consolidation approved in 2024
Authorised capital increaseUS$50,000 to US$5,000,000EGM-approved share capital increase to 10,000,000,000 shares
Units in offering720,779 unitsRegistered direct offering priced at $3.85 per unit
Net offering proceeds$2.58 millionNet cash from March 2026 registered direct offering
Announced filing of 2024 Form 20-F and availability of audited statements.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Prior Form 20-F filing with a similar business description saw a modest positive move, indicating that annual report filings have previously coincided with small upside reactions.
Recent Company History
Over the last year, NFT Ltd has focused on its digital artwork trading platform and related financing activities. A prior 2024 Form 20-F filing on April 30, 2025 led to a +3.31% move, similar in nature to today’s 2025 Form 20-F announcement. More recently, the company executed a registered direct offering and supply-chain finance initiatives, underscoring funding needs and strategic expansion. Today’s going concern emphasis sits against this backdrop of capital raising and evolving risk disclosures.
Key Terms
form 20-f, securities and exchange commission, going concern, audit opinion, +3 more
7 terms
form 20-fregulatory
"announced that it filed its annual report on Form 20-F for the fiscal year"
Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.
securities and exchange commissionregulatory
"with the Securities and Exchange Commission ("SEC") on May 1, 2026."
A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.
going concernfinancial
"which included a going concern emphasis of matter paragraph."
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
audit opinionregulatory
"contained an audit opinion from its independent registered public accounting firm"
An audit opinion is a professional accountant’s conclusion about whether a company’s financial statements are accurate and free of major errors, similar to a report card on the company’s books. Investors use it to judge how much they can trust reported revenue, profits and liabilities — a clean opinion boosts confidence like a healthy check-up, while a qualified or adverse opinion raises red flags about potential problems or undisclosed risks.
"annual report containing the audited consolidated financial statements, free of charge"
A set of financial reports that combine a parent company and all its subsidiaries into one overall picture, examined and verified by an independent auditor. Think of it as a household budget that merges every family member’s accounts and is then checked by a neutral accountant; it gives investors a single, trustworthy view of the group’s assets, debts, income and cash flow. That independent check matters because it reduces the chance of hidden problems and helps investors compare companies on a level playing field.
forward-looking statementsregulatory
"Certain statements in this press release may constitute "forward-looking statements""
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
nyse american company guide section 610(b)regulatory
"pursuant to NYSE American Company Guide Section 610(b), which requires separate"
Section 610(b) of the NYSE American Company Guide is a rule that allows the exchange to immediately suspend trading or remove a stock from the exchange when it determines that doing so is needed to protect investors or the public interest, such as when a company fails to meet listing rules or there are major questions about its disclosures. For investors this is important because a suspension or delisting can sharply reduce a stock’s liquidity and value, much like closing a marketplace stalls buying and selling.
Hong Kong, May 04, 2026 (GLOBE NEWSWIRE) -- NFT Ltd ("NFT" or the "Company") (NYSE American: MI), an emerging online trading platform operator of international art and collectibles, today announced that it filed its annual report on Form 20-F for the fiscal year ended December 31, 2025 with the Securities and Exchange Commission ("SEC") on May 1, 2026. The annual report can be accessed on the SEC's website at http://www.sec.gov as well as on the Company's investor relations website at https://www.nftoeo.com/investor.html.
The Company will provide a hard copy of its annual report containing the audited consolidated financial statements, free of charge, to its shareholders upon request. Requests should be directed to the Company's IR Department at ir@nft-limited.com.
The audited financial statements of the Company for the year ended December 31, 2025 included in the Form 20-F contained an audit opinion from its independent registered public accounting firm, which included a going concern emphasis of matter paragraph. This announcement is made pursuant to NYSE American Company Guide Section 610(b), which requires separate public announcement of the receipt of an audit opinion containing a going concern paragraph. This announcement does not represent any change or amendment to the Company's consolidated financial statements or to its Annual Report on Form 20-F for the year ended December 31, 2025.
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. It generates revenue in the form of services in connection with the offering and trading of artwork on its platform, primarily consisting of listing fees, trading commissions, and management fees. Please visit: www.nftoeo.com.
Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking statements" within the meaning of the Federal Securities Act, including but not limited to our expectations of future financial performance, business strategy or business. These statements constitute forecasts, prospects and forward-looking statements and are not performance guarantees. NFT warns that forward-looking statements are subject to many assumptions, risks and uncertainties that will change over time. Forward looking statements may be identified by words such as "may", "can", "should", "will", "estimate", "plan", "project", "forecast", "intend", "expect", "predict", "believe", "seek", "target", "Outlook" or similar words. These forward-looking statements are based on information available as of the date of this press release and our management's current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors described by NFT in its filings with the Securities and Exchange Commission ("SEC").
When did NFT Limited (MI) file its 2025 Form 20-F with the SEC?
NFT Limited filed its 2025 Form 20-F on May 1, 2026. According to NFT Limited, the filing covers the fiscal year ended December 31, 2025 and is available on the SEC website and the company's investor relations portal.
Why did NFT Limited (MI) issue a public announcement about its audited financials on May 4, 2026?
Because the auditor included a going concern emphasis of matter paragraph. According to NFT Limited, NYSE American Company Guide Section 610(b) requires a separate public announcement when such an audit opinion is received.
How can shareholders obtain a hard copy of NFT Limited's 2025 annual report (MI)?
Shareholders can request a free hard copy by contacting the company's IR department. According to NFT Limited, requests should be sent to ir@nft-limited.com and the company will provide the audited annual report free of charge.
What does the auditor's going concern emphasis for NFT Limited (MI) mean for investors?
A going concern emphasis flags uncertainty about the company's ability to continue without mitigation. According to NFT Limited, the auditor added the paragraph to the 2025 audited consolidated financial statements to highlight that uncertainty.
Where can investors access NFT Limited's (MI) Form 20-F and audited financial statements online?
The Form 20-F and audited statements are available on the SEC website and the company's IR site. According to NFT Limited, links include http://www.sec.gov and https://www.nftoeo.com/investor.html for direct access.
Does the May 4, 2026 announcement change NFT Limited's (MI) 2025 consolidated financial statements?
No, the announcement does not amend or change the consolidated financial statements. According to NFT Limited, the public notice simply reports the filed Form 20-F and the auditor's going concern emphasis of matter paragraph.
