Welcome to our dedicated page for NFT SEC filings (Ticker: MI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Valuing fractional shares of fine art isn’t straightforward. NFT Limited’s SEC reports span cross-border revenue recognition, artwork authentication and the fast-moving NFT marketplace—details that can stretch well beyond 200 pages. If you’ve ever opened their 10-K and wondered where the real numbers on listing fees or platform commissions hide, you are not alone.
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Registration scope and purpose: NFT Limited filed a Form F-1 on 23 June 2025 to register up to 9,253,262 Class A ordinary shares for resale by noteholders identified as “Selling Shareholders.” The shares correspond to the full share-count that could be issued upon conversion of $20 million aggregate principal amount (plus accrued interest) of amended and restated convertible notes issued on 6 May 2025 and amended on 3 June 2025 under a Securities Purchase Agreement.
No primary proceeds: The company will not sell shares nor receive cash in this offering; all proceeds, if any, accrue to the selling shareholders. The $20 million was already received when the notes were issued.
Potential dilution: NFT Limited has only 5,065,150 shares outstanding as of the prospectus date. Full conversion would nearly triple the float, creating material dilution for existing holders. Based on the last reported NYSE American price of $2.2471 (20 June 2025), the registered shares represent approximately $20.8 million of market value.
Corporate structure & geography: NFT Limited is a Cayman Islands holding company operating through subsidiaries in New York, Wyoming and Hong Kong; it maintains no subsidiaries or offices in mainland China and has no variable-interest entities (VIEs). One subsidiary, Metaverse Digital Payment Co., Limited, provides digital-payment services in Hong Kong. Management highlights that the legal and operational risks normally associated with PRC businesses can also apply to Hong Kong entities.
Regulatory backdrop: The prospectus devotes extensive disclosure to PRC oversight. China’s 2023 “Trial Measures” require domestic companies to file with the CSRC before overseas offerings; although NFT Limited is incorporated offshore and lacks PRC subsidiaries, PRC regulators could still intervene, potentially affecting share value. The filing also warns U.S. investors that enforcing U.S. judgments against directors residing in mainland China may be difficult.
Emerging-growth status & financial reporting: The emerging growth company box is unchecked; the company therefore does not claim EGC benefits. The auditor is Assentsure PAC (PCAOB ID 6783) headquartered in Singapore.
Key investor implications:
- Large potential dilution if all notes convert.
- No cash proceeds to the company; prior financing already completed.
- Ongoing geopolitical and regulatory uncertainty tied to Hong Kong/PRC relations.
- NYSE American ticker “MI” remains active; additional shares may expand float and liquidity.