Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
NFT Limited is furnishing its unaudited condensed consolidated financial statements and footnotes for the six months ended June 30, 2026 and 2025. The financial statements and notes are attached as Exhibit 99.1 to this report of foreign private issuer on Form 6-K, and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2026 is attached as Exhibit 99.2 to this report of foreign private issuer on Form 6-K.
This Form 6-K is hereby incorporated by reference into the registration statement of the Company on Form F-3 (Registration No. 333-284912), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
P1Y
Exhibit 99.1
NFT LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in U.S. Dollars except Number of Shares)
| |
|
June 30, |
|
|
December 31, |
|
| |
|
2026 |
|
|
2025 |
|
| |
|
(Unaudited) |
|
|
|
|
| ASSETS |
|
|
|
|
|
|
| Current assets |
|
|
|
|
|
|
| Cash and cash equivalents | | $ | 98,753,102 | | | $ | 2,812,921 | |
| Restricted cash | | | 4,242,314 | | | | 4,386,659 | |
| Loan receivable | | | 2,101,400 | | | | - | |
| Deferred offering costs | | | 1,295 | | | | - | |
| Prepayment and other current assets, net | | | 2,459,200 | | | | 98,664,545 | |
| Total current assets | | | 107,557,311 | | | | 105,864,125 | |
| |
|
|
|
|
|
|
|
|
| Non-current assets |
|
|
|
|
|
|
|
|
| Non-marketable investment, net | | | - | | | | - | |
| Total non-current assets | | | - | | | | - | |
| Total assets | | $ | 107,557,311 | | | $ | 105,864,125 | |
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
|
|
|
| Accrued expenses and other payables | | $ | 1,711,915 | | | $ | 1,762,829 | |
| Advance from customers | | | 4,242,314 | | | | 4,386,659 | |
| Tax payables | | | 30,451 | | | | 30,451 | |
| Total current liabilities | | | 5,984,680 | | | | 6,179,939 | |
| |
|
|
|
|
|
|
|
|
| Total liabilities | | | 5,984,680 | | | | 6,179,939 | |
| |
|
|
|
|
|
|
|
|
| COMMITMENTS AND CONTINGENCIES (Note 8) | | | - | | | | - | |
| |
|
|
|
|
|
|
|
|
| SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| Common stock (112,500,000 Class A ordinary shares authorized; US$0.04 par value as of June 30, 2026 and US$0.40 par value for retroactively restated shares as of December 31, 2025; 231,129 shares and 178,980 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.*) | | | 9,245 | | | | 71,592 | |
| Additional paid-in capital | | | 132,064,308 | | | | 129,639,826 | |
| Accumulated deficit | | | (30,500,922 | ) | | | (30,027,232 | ) |
| Total shareholders’ equity | | | 101,572,631 | | | | 99,684,186 | |
| Total liabilities and shareholders’ equity | | $ | 107,557,311 | | | $ | 105,864,125 | |
| * | In April 2026, the Company’s shareholders approved a share capital reduction and reorganization by special resolution, which included a reduction of the par value of each issued Class A ordinary share and Class B ordinary share from $0.005 to $0.0005 per share and a corresponding reduction in the Company’s share capital. Following the share capital reduction and reorganization, the Company effected a 1-for-80 share consolidation on May 18, 2026, pursuant to which every 80 Class A ordinary shares and every 80 Class B ordinary shares were consolidated into one Class A ordinary share and one Class B ordinary share, respectively, each with a par value of $0.04 per share. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NFT LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in U.S. Dollars except Number of Shares)
| |
|
For the Six Months Ended |
|
| |
|
June 30, |
|
| |
|
2026 |
|
|
2025 |
|
| |
|
(Unaudited) |
|
|
(Unaudited) |
|
| |
|
|
|
|
|
|
| Revenue | | $ | 112,014 | | | $ | 316,966 | |
| Cost of revenue | | | (96,024 | ) | | | (96,024 | ) |
| |
|
|
|
|
|
|
|
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| Gross profit | | | 15,990 | | | | 220,942 | |
| |
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
| General and administrative expenses | | | (589,917 | ) | | | (904,316 | ) |
| Total operating expenses | | | (589,917 | ) | | | (904,316 | ) |
| |
|
|
|
|
|
|
|
|
| Loss from operations | | | (573,927 | ) | | | (683,374 | ) |
| |
|
|
|
|
|
|
|
|
| Other income and expenses: |
|
|
|
|
|
|
|
|
| Interest income | | | 100,237 | | | | - | |
| Interest expenses | | | - | | | | (118,907 | ) |
| Total other income (expenses), net | | | 100,237 | | | | (118,907 | ) |
| |
|
|
|
|
|
|
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| Loss before income taxes | | | (473,690 | ) | | | (802,281 | ) |
| |
|
|
|
|
|
|
|
|
| Income tax expenses | | | - | | | | 8,657 | |
| |
|
|
|
|
|
|
|
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| Net loss | | $ | (473,690 | ) | | $ | (810,938 | ) |
| |
|
|
|
|
|
|
|
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| Comprehensive loss | | $ | (473,690 | ) | | $ | (810,938 | ) |
| |
|
|
|
|
|
|
|
|
| Loss per common share - basic* | | $ | (2.25 | ) | | $ | (12.81 | ) |
| Loss per common share -diluted* | | $ | (2.25 | ) | | $ | (12.81 | ) |
| Weighted average number of common shares outstanding-basic* | | | 210,720 | | | | 63,314 | |
| Weighted average number of common shares outstanding-diluted* | | | 210,720 | | | | 63,314 | |
| * | Weighted-average number of common shares outstanding and loss per share amounts have been retrospectively adjusted to reflect the May 18, 2026 effective 1-for-80 share consolidation. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NFT LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Stated in U.S. Dollars except Number of Shares)
| |
|
Number of
shares* |
|
|
Common
Stock |
|
|
Additional
Paid-in
capital |
|
|
Accumulated
deficit |
|
|
Total |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, December 31, 2024 | | | 63,314 | | | $ | 25,326 | | | $ | 109,539,147 | | | $ | (28,664,962 | ) | | $ | 80,899,511 | |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Net loss | | | - | | | | - | | | | - | | | | (810,938 | ) | | | (810,938 | ) |
| |
|
|
|
|
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|
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| Balance, June 30, 2025 | | | 63,314 | | | $ | 25,326 | | | $ | 109,539,147 | | | $ | (29,475,900 | ) | | $ | 80,088,573 | |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, December 31, 2025 | | | 178,980 | | | $ | 71,592 | | | $ | 129,639,826 | | | $ | (30,027,232 | ) | | $ | 99,684,186 | |
| |
|
|
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|
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|
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|
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|
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| Registered direct offering | | | 9,010 | | | | 3,604 | | | | 1,953,980 | | | | - | | | | 1,957,584 | |
| |
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|
|
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|
|
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|
|
|
|
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|
|
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| Cashless exercise of common stock warrants | | | 42,996 | | | | 17,198 | | | | 387,353 | | | | - | | | | 404,551 | |
| |
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
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| Share capital reduction** | | | - | | | | (83,155 | ) | | | 83,155 | | | | - | | | | - | |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss | | | - | | | | - | | | | - | | | | (473,690 | ) | | | (473,690 | ) |
| |
|
|
|
|
|
|
|
|
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|
|
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|
| Effect of rounding fractional shares into whole shares upon reverse stock split | | | 143 | | | | 6 | | | | (6 | ) | | | - | | | | - | |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance, June 30, 2026 | | | 231,129 | | | $ | 9,245 | | | $ | 132,064,308 | | | $ | (30,500,922 | ) | | $ | 101,572,631 | |
| * | The number of shares presented for all periods has been retrospectively adjusted to reflect the 1-for-80 share consolidation effective May 18, 2026. |
| ** | In April 2026, the Company effected a share capital reduction and reorganization pursuant to which the par value of each issued and outstanding Class A ordinary share was reduced from US$0.005 to US$0.0005, with the resulting reduction in share capital transferred to additional paid-in capital. |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NFT LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
| |
|
Six Months Ended |
|
| |
|
June 30, |
|
|
June 30, |
|
| |
|
2026 |
|
|
2025 |
|
| Cash flows from operating activities: |
|
|
|
|
|
|
| Net loss | | $ | (473,690 | ) | | $ | (810,938 | ) |
| |
|
|
|
|
|
|
|
|
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
| Interest income | | | (101,400 | ) | | | - | |
| Changes in operating assets and liabilities(decrease)increase in: |
|
|
|
|
|
|
|
|
| Prepayment and other current assets | | | 96,205,345 | | | | (39,175,392 | ) |
| Advances from customer | | | (144,345 | ) | | | (68,084 | ) |
| Accrued expenses and other payables | | | (50,915 | ) | | | 194,652 | |
| Net cash provided by (used in) operating activities | | | 95,434,995 | | | | (39,859,762 | ) |
| |
|
|
|
|
|
|
|
|
| Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Loan to third party | | | (2,000,000 | ) | | | - | |
| Net cash used in investing activities | | | (2,000,000 | ) | | | - | |
| |
|
|
|
|
|
|
|
|
| Cash flows from financing activities: |
|
|
|
|
|
|
|
|
| Proceeds from issuance of convertible note | | | - | | | | 20,000,000 | |
| Deferred offering costs | | | (1,295 | ) | | | - | |
| Proceeds from a registered direct offering | | | 2,362,136 | | | | - | |
| Net cash provided by financing activities | | | 2,360,841 | | | | 20,000,000 | |
| |
|
|
|
|
|
|
|
|
| Net change in cash and cash equivalents, and restricted cash | | | 95,795,836 | | | | (19,859,762 | ) |
| |
|
|
|
|
|
|
|
|
| Cash and cash equivalents, and restricted cash beginning balance | | | 7,199,580 | | | | 86,624,171 | |
| |
|
|
|
|
|
|
|
|
| Cash and cash equivalents and restricted cash ending balance | | $ | 102,995,416 | | | $ | 66,764,409 | |
| |
|
|
|
|
|
|
|
|
| Cash and cash equivalents | | $ | 98,753,102 | | | $ | 62,480,801 | |
| Restricted cash as of June 30, 2026 and 2025, respectively | | | 4,242,314 | | | | 4,283,608 | |
Total cash and cash equivalents and restricted cash | | $ | 102,995,416 | | | $ | 66,764,409 | |
| |
|
|
|
|
|
|
|
|
| Supplemental disclosure of non-cash financing activities |
|
|
|
|
|
|
|
|
| Non-cash exercise of warrants | | | 404,551 | | | | - | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NFT LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unless otherwise specified or required by context, references to “we,” “the Company”, “NFT Limited”, “our” and “us” refer collectively to (i) NFT Limited, (ii) the subsidiaries of NFT Limited, Takung DIGITAL TECHNOLOGY LIMITED (“Takung Digital”), Takung EXCHANGE LIMITED (“Takung Exchange”), Agent Link Tech Ltd (“Agent Link”) and its wholly owned Hong Kong subsidiary, METAVERSE DIGITAL PAYMENT CO., LIMITED (“Metaverse HK”), respectively.
| 1. | CASH AND CASH EQUIVALENTS |
Cash and cash equivalents consist of cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less when initially purchased.
RESTRICTED CASH
Restricted cash represents the cash deposited by the traders (“buyers and sellers”) into a specific bank account under Metaverse HK (“the broker’s account”) in order to facilitate the trading shares of the artwork. The buyers are required to have their funds transferred to the broker’s account before the trading take place. Upon the delivery of the shares, the seller will send instructions to the bank, requesting the amount to be transferred to their personal account. After deducting the commission as per Metaverse HK, the bank will transfer the remainder to the seller’s personal account. Except for instructing the bank to deduct the commission fee, the Company has no right to use any funds in the broker’s account except for instructing the bank to deduct the commission and management fee. The restricted cash is denominated in USD and the client advance payment balance deposited in Djibouti.
The ending balance of restricted cash totaling $4,242,314 and $4,386,659 as of June 30, 2026 and December 31, 2025, respectively.
| 2. | PREPAYMENT AND OTHER CURRENT ASSETS |
As of June 30, 2026, prepayment and other current assets, net includes a $2,459,200 advance payment to a Hong-Kong-based third party jade-supplier; shipment was delayed by Myanmar regional unrest, conditions have stabilized, the supplier provided a revised delivery schedule, and management concluded no impairment allowance was required. As of December 31, 2025, the prepayment and other current assets with the amount of $98,664,545 was the prepayment for platform software development. None of the suppliers of platform software development is related party of the Company and all the prepayment was refunded to the Company in April 2026 due to the failure of the platform software development.
| 3. | ACCRUED EXPENSES AND OTHER PAYABLES |
Accrued expenses and other payables as of June 30, 2026 and December 31, 2025 consisted of:
| | | Jun 30,
2026 | | | Dec 31,
2025 | |
| Salary & consultancy fee | | $ | 1,650,915 | | | $ | 1,555,918 | |
| Office rental | | | 5,000 | | | | 20,000 | |
| Other payables | | | 56,000 | | | | 186,911 | |
| Total accrued expenses & other payables | | | 1,711,915 | | | | 1,762,829 | |
Loan receivable as of June 30, 2026 totals $2,101,400, consisting of outstanding loan principal, financing fee and accrued interest due from Solarlink Group Inc., a third party, under multiple loan agreements originally dated March 16, 2026. The aggregate original loan principal amounted to $2,000,000, bearing interest at 1% per month, plus an applicable financing fee. The loan is secured by certain financed goods held by the borrower. Subsequent to origination, the parties executed written loan-extension agreements to extend the contractual repayment term of the loans. As of June 30, 2026, management assessed collectability and determined no allowance for credit losses was required against this receivable.
| 5. | ADVANCE FROM CUSTOMERS |
Advance from customers represent the cash deposited by the traders into a specific bank account under Metaverse HK (“the broker’s account”) in order to facilitate the trading ownership units of the NFT. The traders are required to have their funds transferred to the broker’s account before the trading take place.
The amount was $4,242,314 and $4,386,659 as at June 30, 2026 and December 31, 2025 respectively.
Takung Digital Technology Limited (“Takung Digital”) was incorporated in Albany, New York and Takung Exchange Limited (“Takung Exchange”) was incorporated in Wyoming and both entities are subject to U.S. federal income taxation under the Internal Revenue Code at a statutory federal corporate income-tax rate of 21%. Metaverse HK and Agent Link were incorporated in Hong Kong S.A.R. People’s Republic of China and are subject to Hong Kong profits tax.
In addition to federal income tax, corporations may also be subject to state and local income taxes depending on the jurisdictions in which they operate. Takung Digital, incorporated in New York, may be subject to New York State corporate income tax at a statutory rate of up to 7.25%, plus applicable local taxes. Takung Exchange, incorporated in Wyoming, is not subject to state corporate income tax, as Wyoming does not impose a corporate income tax.
Hong Kong
Two-tier Profits Tax Rates
The two-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 (“the Ordinance”) of Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first HKD 2 million (approximately $257,311) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25% while the remaining assessable profits will be subject to the legacy tax rate, 16.5%. The Ordinance only allows one entity within a group of “connected entities” is eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has control over the other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in the case of the first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying on another sole proprietorship business. Since Metaverse HK are wholly owned and under the control of NFT Limited, these entities are connected entities. Under the Ordinance, it is an entity’s election to nominate the entity that will be subject to the two-tier profits tax rates on its profits tax return. The election is irrevocable. The Company elected Metaverse HK to be subject to the two-tier profits tax rates.
The provision for current income and deferred taxes of Metaverse HK has been calculated by applying the new tax rate of 8.25%.
The subsidiary, Metaverse Digital Payment Co., Limited incurred corporate income tax payable of $30,451 during the first half of year of June 30, 2026. The Company does not expect the position of uncertain tax liabilities will significantly fluctuate within the next twelve months.
The statute of limitations for the Internal Revenue Services to assess the income tax returns on a taxpayer expires three years from the due date of the profits tax return or the date on which it was filed, whichever is later.
In accordance with the Hong Kong profits tax regulations, a tax assessment by the IRD, Inland Revenue Department, may be initiated within six years after the relevant year of assessment, but extendable to 10 years in the case of potential willful underpayment or evasion.
The Company has operating leases for its office facilities. The Company’s leases have remaining terms of less than one year. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.
| 8. | COMMITMENTS AND CONTINGENCIES |
Capital Commitments
As of June 30, 2026 and December 31, 2025, the Company had no capital commitments.
Contingencies
As of June 30, 2026 and through the issuance date of the unaudited condensed consolidated financial statements included in this Form 6-k, the Company does not have any other significant indemnification claims.
Share Options
There was no share options granted during the six months ended June 30, 2026 and no share options were forfeited nor exercised in the period ended June 30, 2026.
Common Stock
112,500,000 Class A ordinary shares authorized; $0.04 par value; 231,129 Class A ordinary shares and 178,980 Class A ordinary shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. 12,500,000 Class B ordinary shares are authorized, and there were nil Class B ordinary shares issued and outstanding as of both June 30, 2026 and December 31, 2025.
At the April 17, 2026 extraordinary general meeting, shareholders approved a share capital reduction and reorganization, which reduced the par value per Class A Ordinary Share from US$0.005 to US$0.0005 per share and granted authority for the board of directors to effect a reverse-stock-split within a range from 1-for-5 up to 1-for-200.
Pursuant to such board-granted authority, the Company effected an 80-for-1 (1-for-80) share consolidation (reverse stock split) effective May 18, 2026. As a result of this share consolidation, the par value per Class A Ordinary Share was increased from US$0.0005 to US$0.04 per share, and the authorized number of Class A Ordinary Shares was restated to 112,500,000. All share and per-share data have been retroactively restated under U.S. GAAP to give effect to the share consolidation only; such retrospective adjustment does not apply to the standalone share capital reduction and reorganization. Fractional shares arising from the share consolidation were rounded-up, with offsetting adjustments recorded to common stock and additional paid-in-capital, with no net impact on total shareholders’ equity.
During March 2026, the Company completed a registered direct offering of units consisting of Class A Ordinary Shares and warrants. Subsequent warrant exercise transactions are described in Note 10, Warrant Liabilities, and resulted in increases to common stock and additional paid-in-capital.
On March 11, 2026, NFT Ltd issued 9010 (720,779 before the split) units of warrants to nine individual investors through a registered direct offering (March Warrants). The warrants entitle the holder to purchase one share of our common stock at an exercise price equal to $4.17 per share at any time on or after March 11, 2026, and on or prior to the close of business on March 10, 2031.
The Company determined that these warrants are free-standing financial instruments that are legally detachable and separately exercisable from the common stock included in the registered direct offering. Management also determined that the warrants are puttable for cash upon a fundamental transaction at the option of the holder and as such required classification as a liability pursuant to ASC 480 “Distinguishing Liabilities from Equity”. The Company had no plans to consummate a fundamental transaction and did not believe a fundamental transaction was likely to occur during the remaining term of the outstanding warrants. In accordance with the accounting guidance, the outstanding warrants were recognized as a warrant liability on the balance sheet and are measured at their inception date fair value and subsequently re-measured at each reporting period with changes being recorded as a component of other income in the consolidated statement of income.
The fair value of the warrant liabilities presented below were measured using a BSM valuation model on March 11, 2026 at the inception day and on March 13, 2026 at the exercised day respectively as follows:
| Warrant liabilities fair value at initial measurement | | Warrant
outstanding | | | Fair value
per share | | | Fair value | |
| | | | | | $ | | | $ | |
| March 11, 2026 | | | 9,010 | | | | 44.902 | | | | 404,551 | |
| Loss on change of fair value of warrant liabilities | | | | | | | | | | | 6,777 | |
| Fair value as at March 13, 2026 | | | 9,010 | | | | 45.654 | | | | 411,328 | |
| De-recognition due to cashless exercise on March 13, 2026 | | | (9,010 | ) | | | 45.654 | | | | (411,328 | ) |
| Fair value as of period ended June 30, 2026 | | | | | | | | | | | - | |
| * | All shares and per share data have been retroactively restated to reflect reverse stock split 80:1 effected on May 18, 2026 onwards |
The March Warrant holders exercised all of the March Warrants on a cashless basis on March 13, 2026, and the Company issued 42,996 (3,439,689 before the split) Class A ordinary shares from the authorized Class A ordinary shares of the Company on March 13, 2026. At the reporting date of June 30, 2026, all March Warrants have been fully exercised and no outstanding warrant liability as of June 30, 2026.
Management performed warrant liability valuation on inception day on March 11, 2026 and exercised day on March 13, 2026 respectively, two valuation reports showed that there was an immaterial change of $6,777 during these two days, Management determined it to be immaterial after considering overall impact in terms of SAB 109, hence $6,777 was not recorded due to its immateriality.
The fair value of the warrant liabilities presented below were measured using a BSM valuation methodology. Significant inputs into the respective model at the inception, de-recognition and reporting period measurement dates are summarized as follows:
| Valuation assumptions | | Issuance
date
March 11,
2026 | | | Period
ended
March 13,
2026 | | | Expiration date
March 10,
2031 | |
| | | | | | | | | | |
| Exercised price | | $ | 4.17 | | | $ | 4.17 | | | $ | 4.17 | |
| Warrant expiration date | | March 10, 2031 | | | March 10, 2031 | | | March 10, 2031 | |
| Stock price | | $ | 44.93 | | | $ | 45.68 | | | | - | |
| Interest rate (Annual) | | | 3.79 | % | | | 3.87 | % | | | - | |
| Volatility (Annual) | | | 272.95 | % | | | 273.39 | % | | | - | |
| Time to maturity (Years) | | | 5 | | | | 4.99 | | | | - | |
| Calculated value per share | | $ | 44.902 | | | $ | 45.654 | | | | | |
All shares and per share data have been retroactively restated to reflect reverse stock split 80:1 effected on May 18, 2026 onwards.
Registered Offering Completed August 24, 2026
Subsequent to June 30, 2026, on August 24, 2026, the Company completed a best-efforts registered offering. Actual gross proceeds from the offering totalled $2,008,268, of which $722,107.92 for Pre-Funded Warrants were remitted directly to the Company by investors. Total cash received by the Company from the offering, after deducting placement agent fees and expenses and legal fees, was $1,792,772. This amount has not been reduced for accounting, SEC, FINRA, or other offering-related expenses, other than the aforementioned fees, which were separate obligations of the Company. In connection with the closing, the Company issued 279,600 Class A Ordinary Shares, 437,957 Common Warrants and 158,357 Pre-Funded Warrants. The cash received from the offering is designated for working capital and general corporate purposes.
The closing date occurred after the June 30, 2026 reporting date. No assets, liabilities or equity related to this transaction have been recognised in the accompanying unaudited condensed consolidated financial statements. This transaction constitutes a non-adjusting subsequent event under U.S. GAAP.
Definitive Share Purchase Agreement for Proposed Acquisition of Xihang Technology Limited
Subsequent to June 30, 2026, on August 4, 2026, the Company entered into a share purchase agreement to acquire 100% of the issued and outstanding equity interests of Xihang Technology Limited (“Xihang”), a private Hong-Kong-incorporated entity. Under the terms of the share purchase agreement, the total purchase consideration for the acquisition is US$200,000. The acquisition of Xihang Technology Limited closed on August 11, 2026. Since the closing date occurred subsequent to June 30, 2026, no assets, liabilities or results of operations of Xihang have been recognized in these June 30, 2026 unaudited condensed consolidated financial statements. This acquisition constitutes a non-adjusting subsequent event under U.S. GAAP.
Exhibit 99.2
Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
SIX MONTHS ENDED JUNE 30, 2026 COMPARED TO SIX
MONTHS ENDED JUNE 30, 2025
You should read the following
discussion and analysis of the Company’s financial condition and results of operations in conjunction with the Company’s unaudited
condensed consolidated financial statements and the related notes included elsewhere in this report. This discussion may contain forward-looking
statements based upon current expectations that involve risks and uncertainties. The Company’s actual results may differ materially
from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item
3. Key Information - 3.D. Risk Factors” or in other parts of the annual report on Form 20-F for the fiscal year ended December 31,
2025, of the Company filed on May 1, 2026.
Overview
We, through our wholly
owned subsidiary, Metaverse HK, operate an electronic online platform located at https://www.nftoeo.com/for artists, art dealers and art
investors to offer and trade valuable artwork. We offer online listing and trading services that allow artists, art dealers and owners
to access a much bigger art trading market where they can engage with a wide range of investors that they might not encounter without
our platform. Our platform also makes investment in high-end and expensive artwork more accessible to ordinary people without substantial
financial resources.
We generate revenue from
our services in connection with the offering and trading of artwork on our system, primarily consisting of trading commissions on NFT
projects.
The Company’s NFT
business outlook can be described in several aspects below.
NFT Market Insights
The NFT market continues
evolving beyond speculative trading, with growing emphasis on utility-driven applications-notably in gaming (play-to-earn 3.0 models),
tokenized real-world assets (RWAs), and AI-generated dynamic NFTs. Ethereum remains dominant but faces scaling competition from Solana
and Layer 2 solutions like Arbitrum, which now host 35% of new NFT projects. Regulatory scrutiny is intensifying, particularly the SEC’s
focus on NFT fractionalization as potential securities. Meanwhile, blue-chip collections (e.g., Bored Ape Yacht Club) have stabilized
at 60% below 2022 peaks, while niche sectors like music royalties and decentralized physical infrastructure (DePIN) NFTs are gaining traction.
Brands are shifting from one-off drops to subscription-based NFT memberships, with Starbucks Odyssey and Nike’s. Swoosh leading
adoption. Liquidity remains a challenge, with overall trading volumes down 40% YoY despite rising institutional participation.
New business types
A.
Providing consulting services such as artwork valuation/appreciation potential
Avoiding poor offline
communication and incomplete information, tapping into the needs of users and providing comprehensive consulting services on topics such
as labor cost, artist influence, artistic value of works, and channels for obtaining works, which not only serves customers but also creates
value for the company.
B.
NFT trading service
The Company is building
a fully functional NFT trading platform, which has been in operation and generating revenue since June 2022. The platform is designed
to include the categories of digital works such as artwork, music videos, collectibles, game props, sports, metaverse, virtual world,
social tokens, and meet the needs of various users as much as possible. It is able to realize the whole business process of user registration-certification-work
uploading-work casting-work trading. In the transaction process, the Company extracts a portion of the processing fee (including token
minting, first sale, and second sale) to create value.
New Strategic Direction
The Company is committed
to creating an original digital platform that integrates games, artworks, domain names, insurance, collectibles, virtual assets, real
assets, identity and other fields, and changes the market status of traditional industries through its own efforts. Strategic goals: basic
platform building-targeted population entry-providing services (consulting services, transaction services, advertising services)-optimizing
the platform and expanding the scope of services-full service.
Competitor analysis
Opensea is an NFT market
exchange. It has more than 20,000 users. Compared with projects in the popular decentralized finance (“DeFi”) field, it is
second only to Uniswap, kyber and Compound, and higher than maker, 0x, etc. As a trading platform with a relatively high status in the
NFT field, OpenSea has a complete range of collections, equivalent to Taobao in the NFT world. At present, the trading market of OpenSea
has nearly 40,000 users, and the monthly transaction volume exceeds 5 million US dollars. Coinbase’s new NFT platform hits 1.4 million
signups.
The Coinbase platform
has an active population of 50,000 users. The service rates for each service are as follows: 1. Rarible’s minting fees are borne
by the creators themselves, and the royalties are also set by the creators themselves, with default amounts of 10%, 20% and 30%. 2. VIV3’s
NFT minting costs and profits come from the 12.5% service fee it collects on the first and second sales. 3. OpenSea does not need gas
fee to mint NFT. 4. Rarible charges a 2.5% service fee on the first sale. On the SuperRare platform, a 15% commission is charged on the
first sale and a 3% fee (paid by the buyer) is charged on the second sale.
Competitive Advantages
The advantages of the
Company in the NFT transaction and blockchain market are as follows:
Innate industry advantages
In recent years, digital
artworks of NFT technology based on blockchain technology are becoming popular assets. The NFT online platform the Company built can effectively
solve the current situation such as unclear ownership of property, difficulty in distinguishing authenticity and low efficiency of artwork
circulation. Convert business development from offline to online operation, so that the value of digital works can be freely circulated
online.
Advantages of the core
management team
The core team members
of the Company have experience in blockchain technology development and NFT trading platform operation, which can ensure a smoother development
and business operation in the later stage.
NFT’s platform
advantages
The currently developed
and launched NFT online trading platform supports multi-category product uploads, including: Digital art, Digital oil painting, Produced
by Gallery, Personal products, Artist signature, Oil on canvas, Print, Paper ink, Device, Comprehensive media, Derivative, and It will
be continuously enriched and improved according to customer interests. The NFT trading platform has stable performance, high security
and easy to maintain. At the front end of the system, the Company will continuously improve the operability and user experience of the
system focusing on improving the user experience.
Technical advantages
The Company’s digital
works exchange platform that has been launched is built by a professional technical team. Each technician has rich industry experience,
can work under a short development cycle or high pressure, and has a number of relevant industry benchmarking projects experience. The
capability of the technical team ensures the strong technical support in the later system optimization and iterative update.
Marketing advantages
The Company has a professional
marketing team. After the platform goes online, it can be promoted online and offline simultaneously, so as to quickly increase the popularity
of the platform, and use professional marketing solutions to attract more creators and demanders to join in the platform.
The following tables set
forth our unaudited condensed consolidated statements of income data:
| | |
Six Months Ended June 30, | |
| | |
| | |
% of | | |
| | |
% of | |
| | |
2026 | | |
Revenue | | |
2025 | | |
Revenue | |
| | |
(Unaudited) | | |
| | |
(Unaudited) | | |
| |
| Revenue | |
| 112,014 | | |
| 100 | | |
| 316,966 | | |
| 100 | |
| Cost of revenue | |
| (96,024 | ) | |
| (86 | ) | |
| (96,024 | ) | |
| (30 | ) |
| General and administrative expenses | |
| (589,917 | ) | |
| (526 | ) | |
| (904,316 | ) | |
| (285 | ) |
| Total costs and expenses | |
| (685,941 | ) | |
| (612 | ) | |
| (1,000,340 | ) | |
| (316 | ) |
| Loss | |
| (573,927 | ) | |
| (512 | ) | |
| (683,374 | ) | |
| (216 | ) |
| Other(expenses)income | |
| 100,237 | | |
| 89 | | |
| (118,907 | ) | |
| (38 | ) |
| Loss before income taxes | |
| (473,690 | ) | |
| (422 | ) | |
| (802,281 | ) | |
| (253 | ) |
| Income tax expenses | |
| — | | |
| — | | |
| 8,657 | | |
| 3 | |
| Net loss | |
$ | (473,690 | ) | |
| (422 | ) | |
$ | (810,938 | ) | |
| (256 | ) |
Revenue
The following table sets
forth our unaudited condensed consolidated revenue by revenue source:
| | |
Six months ended | |
| | |
June 30, | |
| | |
2026 | | |
2025 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Commission | |
| 112,014 | | |
| 316,966 | |
Total | |
$ | 112,014 | | |
$ | 316,966 | |
Commission fee revenue
The
commission revenue was calculated based on a percentage of transaction value of artworks, which we charge trading commissions for the
purchase and sale of the ownership shares of the artworks. The commission is typically 5% of the total amount of each transaction. The
commission is accounted for as revenue and immediately deducted from the proceeds from the sales of artwork units when a transaction is
completed.
Commission
revenue for the six months ended June 30, 2026 and 2025 was $112,014 and $316,966.
Revenue by customer type
The following table presents
our revenue by customer type:
| | |
Six months ended | |
| | |
June 30, | |
| | |
2026 | | |
2025 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Customers-third party | |
$ | 112,014 | | |
$ | 316,966 | |
| Total | |
$ | 112,014 | | |
$ | 316,966 | |
Cost of Revenue
| | |
Six months ended | |
| | |
June 30, | |
| | |
2026 | | |
2025 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Internet service charge | |
| 96,024 | | |
| 96,024 | |
| Total | |
$ | 96,024 | | |
$ | 96,024 | |
Cost
of revenue for the six months ended June 30, 2026 and June 30, 2025 was $96,024 and $96,024 respectively.
Gross Profit
Gross
profit was $15,990 or 14.3% of the total revenue for the six months ended June 30, 2026, compared to $220,942 or 69.7% of the total revenue
for the six months ended June 30, 2025. Gross profit amount was decreased by $204,952 while the gross profit margin was reduced
by 55.4%.
Overall
total revenue for the six months ended June 30, 2026 decreased by $204,952 or 64.7% as compared to the same period in 2025, due to lower
NFT transaction volume amid weak digital-artwork market conditions. Our cost of revenue is primarily fixed platform-related
expense and remains unchanged year-over-year. The fixed cost base spread over a substantially smaller revenue base led to the material
decline in gross profit margin.
Operating Expenses
General and administrative expenses for the six months ended June 30,
2026 were $589,917, compared to $904,316 for the six months ended June 30, 2025.
The following table sets forth
the main components of the Company’s general and administrative expenses for the six months ended June 30, 2026 and June 30, 2025.
| | |
Six months ended June 30, | |
| | |
2026 | | |
% of Total | | |
2025 | | |
% of Total | |
| | |
(Unaudited) | | |
| | |
(Unaudited) | | |
| |
| Agency Fee | |
$ | 87,500 | | |
| 14.8 | | |
$ | 185,000 | | |
| 20.4 | |
| Staff Salary & Benefit | |
| 145,755 | | |
| 24.8 | | |
| 235,860 | | |
| 26.1 | |
| Consultancy fee | |
| 78,000 | | |
| 13.2 | | |
| 78,000 | | |
| 8.6 | |
| Director Fee | |
| 49,000 | | |
| 8.3 | | |
| 66,000 | | |
| 7.3 | |
| Office Rental | |
| 5,000 | | |
| 0.8 | | |
| 5,000 | | |
| 0.6 | |
| Legal & Professional Fee | |
| 94,919 | | |
| 16.1 | | |
| 38,500 | | |
| 4.3 | |
| Audit Fee | |
| 64,400 | | |
| 10.9 | | |
| 181,561 | | |
| 20.1 | |
| Business Registration Fee | |
| 65,000 | | |
| 11.0 | | |
| 111,219 | | |
| 12.3 | |
| Others | |
| 343 | | |
| 0.1 | | |
| 3,176 | | |
| 0.3 | |
| Total general and administrative expense | |
$ | 589,917 | | |
| 100.0 | | |
$ | 904,316 | | |
| 100.0 | |
The year-over-year decrease
in total general and administrative expenses was mainly from cost-reduction initiatives implemented by the Company in response to market
changes and headcount cuts, which lowered agency fees, staff salary and benefits, director fees, audit fees and
business registration fees. The cost-reduction initiatives primarily relates to the curtailment of non-core outsourced business and marketing
services. Board membership changes occurred during the period; newly appointed directors receive lower director fees under the Company’s
director compensation arrangement, contributing to the year-over-year reduction in director fees. Consultancy fees and office rental represent
fixed contractual costs and remain unchanged despite the significant revenue decline. The increase in legal & professional fees was
driven by corporate restructuring, SEC filing and compliance activities during the period.
Other income (expenses)
Other income/(expense) for
the six months ended June 30, 2026 and 2025 were $100,237 and ($118,907) respectively, For the six months ended June 30, 2026, other income
comprising interest income of $101,400 and bank charges of $1,163, and interest income mainly comes from interest income of loan receivable.
For the six months ended June 30, 2025, other expense comprising interest expense of $118,907, which mainly comes from interest expense
of convertible promissory note, $117,807.
Income tax expense
The
Company’s effective tax rate varies due to the multiple jurisdictions in which it books its pretax income or losses. The
Company is domiciled in the Cayman Islands and is not subject to any income tax during the six months ended June 30, 2026. The
Company’s subsidiaries that are incorporated in the United States of America and Hong Kong SAR are subject to an income tax
rate of 21% and 16.5% respectively for the six months ended June 30, 2026 and 2025 respectively.
The
effective tax rates for the six months ended June 30, 2026 and 2025 were nil% and (1.1)%, respectively.
The
income tax expense were $nil and $8,657 for the six months ended June 30, 2026 and 2025, respectively.
Net loss
We recorded a net loss for the six months ended June 30, 2026 of $473,690
compared to net loss of $810,938 for the six months ended June 30, 2025.
The decrease in the net loss by $337,248 during this current period
compared to the same period ended June 30, 2025 has been discussed above.
Liquidity and Capital Resources
The following tables set
forth our unaudited condensed consolidated statements of cash flow:
| |
|
Six months ended |
|
| |
|
June 30, |
|
| |
|
2026 |
|
|
2025 |
|
| |
|
(Unaudited) |
|
|
(Unaudited) |
|
| Net cash provided by (used in) operating activities |
|
$ |
95,434,995 |
|
|
$ |
(39,859,762 |
) |
| Net cash used in investing activities |
|
|
(2,000,000 |
) |
|
|
- |
|
| Net cash provided by financing activities |
|
|
2,360,841 |
|
|
|
20,000,000 |
|
| Net increase/(decrease) in cash and cash equivalents |
|
|
95,795,836 |
|
|
|
(19,859,762 |
) |
| Cash and cash equivalents and restricted cash, beginning balance |
|
|
7,199,580 |
|
|
|
86,624,171 |
|
| Cash and cash equivalents and restricted cash, ending balance |
|
$ |
102,995,416 |
|
|
$ |
66,764,409 |
|
Sources of Liquidity
The
cash and cash equivalents and the restricted cash balances as of June 30, 2026 and 2025 were $102,995,416 and $66,764,409 respectively.
As
of June 30, 2026, among other cash balances, unrestricted cash and cash equivalent totaling $98,623,738,and restricted cash totaling $4,242,314,
were deposited with the Silkroad International Bank. The Central Bank of Djibouti (BCD) regulates the banking sector and has implemented
measures to strengthen the financial system, such as increasing capital requirements and improving liquidity ratios. However, there is
no specific mention of a formal deposit insurance system that protects depositors in case of bank failures. Therefore we do not believe
there is any insurance for the cash deposited with the Silkroad International Bank.
For
the six months ended June 30, 2026, net cash provided by operating activities was $95,434,995, which mainly came from the recovery of
certain platform software development payments in the amount of $98,664,545. Such payments were refunded to the Company by the suppliers
in April 2026 due to the failure of the platform software development. Net cash used in investing activities was $2,000,000 during the
six months ended June 30, 2026, and we also incurred net cash provided by financing activities, $2,360,841. For the six months ended June
30, 2025, net cash used in operating activities was $39,859,762. While there were no cash transactions related to investing activities
during the six months ended June 30, 2025, we incur net cash provided by financing activities, $20,000,000.
As
of June 30, 2026, the total current liabilities were $5,984,680, which included accrued expense and account payables amounting to $1,711,915,
advance from customers amounting to $4,242,314, and tax payable amounting to $30,451.
As
of June 30, 2026, the Company had cash, restricted cash and cash equivalents of $102,995,416, working capital in an amount of $ 101,572,631
and the total assets of $107,557,311.
As
of June 30, 2026, the Company’s known contractual obligations primarily consist of office-rental commitments and ongoing professional-service
contracts, with related cash payments due within the next 12 months. The Company had no material committed capital-expenditure obligations
as of June 30, 2026. Management believes that the Company’s existing working capital, together with net proceeds from
the registered offering completed subsequent to June 30, 2026, will be sufficient to satisfy the Company’s operating
and contractual cash requirements for at least the next 12 months following June 30, 2026. The Company’s short-term
cash requirements are principally for general corporate, administrative and day-to-day operating costs. For periods beyond the next 12 months,
the Company plans to fund its business activities primarily through operating-cash-flow generation, and may pursue additional equity or
debt financing if needed. No assurance can be given that the Company will secure additional financing on commercially reasonable terms,
or that any such financing will be available to the Company whatsoever.
Research and development,
patents and licenses, etc.
See “Item 4. Information
on the Company-Business Overview-Intellectual Property” in the Company’s annual report on Form 20-F for the fiscal year ended
December 31, 2025.
Trend information
Other
than as disclosed in this Current Report on Form 6-K and its exhibits, we are not aware of any trends, uncertainties, demands, commitments
or events for the current year that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity
or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or
financial conditions.
Critical Accounting Estimates
We regularly evaluate the accounting policies
and estimates that we use to make budgetary and financial statement assumptions. A complete summary of these policies is included in the
notes to our financial statements incorporated by reference into the Company’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2025. In general, management’s estimates are based on historical experience, on information from third party professionals,
and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from
those estimates made by management. The discussion of our critical accounting policies contained in Note 2, “Summary of Significant
Accounting Policies,” to our consolidated financial statements included in the Company’s Annual Report on Form 20-F for the
fiscal year ended December 31, 2025 is incorporated herein by reference.
Recent Developments
On August 21, 2026, the Company entered into a
securities purchase agreement (“Purchase Agreement”) with investors in connection with a registered offering (the “Offering”).
The Offering closed on August 24, 2026.
The
Company issued 437,957 units, consisting of 279,600 units (the “Common Units”) and 158,357 pre-funded units (the “Pre-Funded
Units”). Each Common Unit consisted of one Class A ordinary share, par value $0.04 per share (the “Ordinary Share”),
and one common warrant to initially purchase one Ordinary Share (the “Common Warrant”), at an offering price of $4.60 per
Common Unit. Each Pre-Funded Unit consisted of one pre-funded warrant to purchase one Ordinary Share (the “Pre-Funded Warrant”),
and one Common Warrant, at an offering price of $4.56 per Pre-Funded Unit, which was equal to the public offering price per Common Unit,
less the $0.04 exercise price per Pre-Funded Warrant. The gross proceeds from the Offering were approximately $2.01 million. Total cash
received by the Company from the Offering, after deducting placement agent fees and expenses and legal fees, was approximately $1.79 million.
This amount has not been reduced for accounting, SEC, FINRA, or other offering-related expenses, other than the aforementioned fees, which
were separate obligations of the Company. The cash received from the Offering is intended for working capital and other general corporate
purposes.
