NFT Limited (MI) entered into a securities purchase agreement on September 30, 2026, to sell 80,000,000 Class A ordinary shares at $0.45 per share for an aggregate purchase price of approximately $36 million. The sale is subject to closing conditions, including NYSE American approval of a supplemental listing application for the shares and the accuracy of the parties’ representations and warranties.
Net proceeds to NFT Limited are to be used for development, operation and expansion of its NFT artwork trading platform business and planned AI robotics project, working capital and general corporate purposes. Purchasers are described as non-U.S. persons under Regulation S.
The agreement also lists delivery of a Warrant to each purchaser immediately after closing as a condition to the purchasers’ obligation to buy. It states that the shares are not registered under the Securities Act and restricts transfers to specified registered or exempt transactions, including sales under Rule 144 or Regulation S; it permits pledges as collateral in bona fide margin accounts or other lending arrangements.
NFT Ltd (MI) reported revenue of $112,014 for the six months ended June 30, 2026, down 64.7% from $316,966 a year earlier as NFT transaction volume declined amid weak digital-artwork conditions. Gross profit was $15,990 (14.3% of revenue), versus $220,942 (69.7%). Net loss narrowed to $473,690 from $810,938, while general and administrative expenses fell to $589,917 from $904,316.
Operating cash flow was $95,434,995, mainly reflecting a $98,664,545 refund in April 2026 following failed platform software development; cash, cash equivalents and restricted cash totaled $102,995,416 at June 30, 2026. Management said it did not believe funds deposited at Silkroad International Bank were insured. On August 24, 2026, NFT Ltd completed a best-efforts registered offering with gross proceeds of $2,008,268 and cash received of $1,792,772 after placement-agent fees, expenses and legal fees. It issued 279,600 Class A ordinary shares, 437,957 Common Warrants and 158,357 Pre-Funded Warrants; cash received was designated for working capital and general corporate purposes. Management believes existing working capital, together with net proceeds from the offering, will be sufficient for operating and contractual cash requirements for at least 12 months after June 30, 2026.
NFT Ltd (MI) is the issuer of the Class A ordinary shares for which Orca Capital reported beneficial ownership of 25,376 shares, or 4.9%.
The reported percentage is based on 510,729 Class A ordinary shares outstanding immediately after completion of the issuer’s registered offering, as described in a Prospectus Supplement filed August 24, 2026. Orca Capital’s reported ownership excludes 58,064 Class A ordinary shares issuable upon exercise of ordinary share purchase warrants. Under the 4.99% Blocker, the warrants cannot be exercised to the extent that exercise would cause Orca Capital to beneficially own more than 4.99% of the outstanding Class A ordinary shares.
NFT Ltd (MI) reported that Orca Capital, a Germany-based investor, has filed a Schedule 13G disclosing a passive ownership stake in the company’s Class A ordinary shares. Orca Capital beneficially owns 51,000 shares, representing 9.9% of the Class A ordinary shares outstanding.
The ownership percentage is based on 510,729 Class A ordinary shares outstanding immediately after completion of NFT Ltd’s registered offering described in a prospectus supplement. The calculation excludes 14,217 shares issuable upon exercise of pre-funded warrants and 65,217 shares issuable upon exercise of ordinary share purchase warrants, which are subject to 9.99% and 4.99% beneficial ownership blockers, respectively. Orca Capital has sole voting and dispositive power over all 51,000 shares.
NFT Limited (MI) completed a registered public offering of 437,957 units on August 24, 2026, raising gross proceeds of $2.01 million and net proceeds of $1.76 million. The company plans to use the net proceeds for working capital and other general corporate purposes.
The units comprise 279,600 Common Units at $4.60 each, and 158,357 Pre-Funded Units at $4.56 each. Each Common Unit includes one Class A ordinary share and one five-year Common Warrant with a $4.60 exercise price; each Pre-Funded Unit includes a pre-funded warrant with a $0.04 exercise price plus a Common Warrant.
Common and Pre-Funded Warrants are immediately exercisable, subject to a 4.99% or 9.99% Beneficial Ownership Limitation. Common Warrants feature anti-dilution adjustments tied to stock combination events and lower-priced future equity sales. Officers and directors agreed to a 120‑day lock-up, and the company agreed to a 30‑day post-closing issuance restriction. Maxim Group LLC acted as exclusive placement agent, earning a 6% fee on gross proceeds plus expense reimbursement and a 12‑month right of first refusal and tail fee rights.
NFT Ltd (MI) received a Schedule 13G filing from Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC reporting a minority position in the company. As of the close of business on August 27, 2026, the reporting group may be deemed to beneficially own 28,333 Class A ordinary shares, all issuable upon exercise of “Intracoastal Warrant 2,” representing 4.99% of the outstanding Class A ordinary shares. These shares are subject to a 4.99% beneficial ownership blocker in Intracoastal Warrant 2 that limits further exercises above this level. Earlier, immediately following the August 21, 2026 Securities Purchase Agreement, the group may have been deemed to beneficially own 25,652 shares (about 9.99%) through shares issued and Intracoastal Warrant 1, also constrained by blocker provisions. All voting and dispositive power over the currently reportable 28,333 shares is shared, with no sole voting or dispositive power reported.
NFT Ltd (MI) received a Schedule 13G reporting that S.H.N. Financial Investments Ltd., organized in Israel, beneficially owns 51,024 Class A Ordinary Shares, including 51,000 shares and 24 Common Warrants, representing 9.99% of the class.
This ownership percentage is based on 510,729 Class A Ordinary Shares outstanding after the offering, as referenced in a prospectus under Rule 424(b)(4). The filing notes a 9.99% beneficial ownership limitation, which also excludes an additional 50,976 Common Warrants from the reported beneficial ownership. S.H.N. Financial reports sole voting and dispositive power over the 51,024 securities, and its CEO, Nir Shamir, may be deemed a beneficial owner but disclaims beneficial ownership for all other purposes.
NFT Ltd (MI) has a significant shareholder disclosure from L1 Capital Global Opportunities Master Fund, Ltd. L1 Capital reports beneficial ownership of 50,000 Class A Ordinary Shares, representing 9.8% of this share class. These shares are held with sole voting and dispositive power and no shared authority.
The 9.8% ownership percentage is based on 510,729 Class A Ordinary Shares outstanding after the offering, as described in the company’s prospectus filed under Rule 424(b)(4) on August 24, 2026. L1 Capital also holds 50,000 Common Warrants that are subject to a 4.99% beneficial ownership limitation, which are not included in the reported share amount. Directors David Feldman and Joel Arber may be deemed to share beneficial ownership through their roles at L1 Capital, but each disclaims beneficial ownership for all other purposes.
NFT Ltd (MI) received a Schedule 13G reporting that Alta Partners LLC, a New York limited liability company, beneficially owns 53,060 Class A Ordinary Shares of NFT Ltd. This includes 32,654 shares currently held and 20,406 shares issuable upon exercise of warrants, all subject to a 9.99% beneficial ownership limitation on those warrants. Alta Partners reports 9.99% of the outstanding Class A Ordinary Shares, with sole voting and sole dispositive power over all 53,060 shares. An additional 145,986 warrant shares are excluded because of the 9.99% ownership cap.
NFT Limited (MI) is conducting a best-efforts primary offering of 279,600 Units at US$4.60 per Unit, each Unit consisting of one Class A Ordinary Share and one Common Warrant, plus 158,357 Pre-Funded Units, each with a Pre-Funded Warrant and one Common Warrant. This totals expected gross proceeds of US$2,008,267.92 and proceeds before expenses of US$1,887,771.84, with estimated net proceeds of about US$1,763,726 after fees and expenses, assuming full sale of Pre-Funded Units and no warrant exercises.
Before the transaction there are 231,129 Class A Ordinary Shares outstanding; this could increase to 1,107,043 shares if all Pre-Funded Warrants and Common Warrants are fully exercised. Common Warrants have a US$4.60 exercise price and five-year term; Pre-Funded Warrants have a US$0.04 exercise price and are immediately exercisable, both subject to 4.99% or 9.99% beneficial ownership limits and anti-dilution and adjustment features, including a Share Combination Event provision that can lower the exercise price and increase warrant shares. The company highlights significant risks, including potential NYSE American trading halt or delisting due to the highly dilutive structure, absence of a trading market for the warrants, PRC/Hong Kong regulatory and enforcement uncertainties, HFCAA-related delisting risk, and the fact that it is a Cayman Islands holding company with operations conducted through subsidiaries in the United States and Hong Kong.