NFT Limited (NASDAQ: MI) wins approval for capital increase and share consolidation

Rhea-AI Filing Summary

NFT Limited reported that shareholders approved a series of significant share capital and governance changes at an extraordinary general meeting held on April 17, 2026. Quorum was achieved, with 11,379,144 Class A ordinary shares represented out of 18,478,875 issued and outstanding.

Investors passed a special resolution for a Share Capital Reduction and Reorganization, along with a related second amended memorandum and articles of association. They also approved a Share Capital Increase, raising authorised capital from US$50,000 (100,000,000 shares in aggregate) to US$5,000,000 (10,000,000,000 shares in aggregate), and adopted a third amended memorandum and articles to reflect this.

Shareholders authorized the board to implement a Share Consolidation at a ratio between 1-for-5 and up to 1-for-200, with corresponding changes to par value and authorised share counts, and approved a fourth amended memorandum and articles tied to the final ratio. An adjournment proposal was also approved, giving flexibility to reconvene the meeting if needed.

Insights

Equity structure analyst

NFT Limited gains broad approval to overhaul its share capital structure.

The resolutions give NFT Limited substantial flexibility to manage its equity base. Authorised share capital rises from US$50,000 (100,000,000 shares) to US$5,000,000 (10,000,000,000 shares), allowing for many more Class A and Class B ordinary shares to be created if the company later chooses.

The approved share consolidation range, from 1-for-5 up to 1-for-200, lets the board reduce the number of issued and authorised shares while increasing par value per share, without changing total authorised capital. The actual impact depends on the consolidation ratio the board selects and any future share issuances.

Multiple amended and restated memoranda and articles of association were adopted to reflect each stage of the capital changes. The adjournment authority provides procedural flexibility to reconvene the extraordinary meeting, for example to update materials or seek additional proxies if future steps are required.

Key Figures

Class A shares represented: 11,379,144 shares Existing authorised share capital: US$50,000 New authorised share capital: US$5,000,000 +4 more

7 metrics

Class A shares represented 11,379,144 shares At extraordinary general meeting, out of 18,478,875 outstanding

Existing authorised share capital US$50,000 90,000,000 Class A and 10,000,000 Class B at US$0.0005 par

New authorised share capital US$5,000,000 9,000,000,000 Class A and 1,000,000,000 Class B at US$0.0005 par

Additional authorised shares created 8,910,000,000 Class A; 990,000,000 Class B Through Share Capital Increase Proposal

Share consolidation range 1-for-5 to 1-for-200 Approved Consolidation Ratio authorized for board to implement

Votes for capital reduction 11,377,287 for Share Capital Reduction and Reorganization resolution

Votes for share consolidation 11,374,564 for Share Consolidation Proposal

Key Terms

Share Capital Reduction and Reorganization, solvency statement, authorised share capital, Share Consolidation, +1 more

5 terms

Share Capital Reduction and Reorganization financial

"As a special resolution, subject to all further requirements ... (together, the “Share Capital Reduction and Reorganization”)"

solvency statement regulatory

"shall take effect on the date of registration of the solvency statement (made under section 14A of the Companies Act)"

A solvency statement is a formal declaration, usually by a company’s directors, that the business can pay its bills as they come due and that its assets cover its liabilities. Investors care because this assurance signals whether the company is financially stable enough to keep operating, pay dividends, or undertake transactions; think of it as a household saying it has enough cash and assets before promising to spend or borrow more.

authorised share capital financial

"that the Company increase its authorised share capital (the "Share Capital Increase")"

The maximum number of shares a company is legally allowed to create under its founding documents. Think of it like the size of an empty container: it sets the upper limit on how many ownership pieces the company can hand out, which matters to investors because it controls how easily a company can raise cash, dilute existing owners, or change voting power without a formal legal change.

Share Consolidation financial

"to effect a share consolidation of the Company’s authorised and issued share capital (the “Share Consolidation”)"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

memorandum and articles of association regulatory

"adopt the second amended and restated memorandum and articles of association, in the form attached"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 333-268865

NFT LIMITED

Office Q, 11th Floor, Kings Wing Plaza 2

No. 1 Kwan Street, Sha Tin, New Territories, Hong Kong 

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒          Form 40-F ☐

Submission of Matters to a Vote of Security Holders.

NFT Limited (the “Company”) held its extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) on April 17, 2026 at 10:00 a.m. Eastern Time at Office Q, 11th Floor, Kings Wing Plaza 2, No. 1 Kwan Street, Sha Tin, New Territories, Hong Kong.

Holders of the Company’s Class A ordinary shares of the Company (the "Class A Ordinary Shares") and Class B ordinary shares of the Company (the "Class B Ordinary Shares") who, at the close of business (New York City time) on April 6, 2026 (the "Record Date"), were the holders of record, were entitled to vote at the Extraordinary General Meeting. Shareholders holding 11,379,144 out of a total of 18,478,875 Class A Ordinary Shares and 0 out of a total of 0 Class B Ordinary Shares issued and outstanding and carrying the right to vote at the Extraordinary General Meeting were present in person or by proxy. One or more members of the Company was present in person or by proxy holding at least a majority of the paid up voting share capital of the Company, and therefore a quorum for the transaction of business was present at the Extraordinary General Meeting. The final voting results for each matter submitted to a vote of shareholders at the Extraordinary General Meeting are as follows:

1. Share Capital Reduction and Reorganization

As a special resolution, subject to all further requirements prescribed by sections 14, 14A and 14B of the Companies Act of the Cayman Islands (As Revised) (the “Companies Act”) relating to share capital reductions supported by solvency statements being complied with, that (together, the “Share Capital Reduction and Reorganization”):

Share Capital Reduction

a. the par value of each issued and outstanding Class A Ordinary Share of a nominal or par value of US$0.005 each and Class B Ordinary Share of a nominal or par value of US$0.005 each, in each case, in the share capital of the Company, be reduced to US$0.0005 by cancelling US$0.0045 of the paid-up capital on each of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares (the “Share Capital Reduction”);

b. following the Share Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be US$0.0005;

c. the credit arising from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilised by the Company as the board of directors of the Company may deem fit and as permitted under the Companies Act, the Company’s first amended and restated memorandum and articles of association (as further amended, restated or amended and restated, from time to time), and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;

Share Capital Subdivision

d. immediately following the Share Capital Reduction:

i. each authorised but unissued Class A Ordinary Share of a nominal or par value of US$0.005 each be subdivided into 10 Class A Ordinary Shares of a nominal or par value of US$0.0005 each; and

ii. each authorised but unissued Class B Ordinary Share of a nominal or par value of US$0.005 each be subdivided into 10 Class B Ordinary Shares of a nominal or par value of US$0.0005 each, (the “Share Capital Subdivision”);

Share Capital Cancellation

e. immediately following the Share Capital Subdivision, the authorised share capital of the Company be altered by the cancellation of such number of unissued Class A Ordinary Shares of a nominal or par value of US$0.0005 par value each and unissued Class B Ordinary Shares of a nominal or par value of US$0.0005 each that will result in the Company having an authorised share capital of US$50,000 divided into 90,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0005 each and 10,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0005 each (the “Share Capital Cancellation”); and

1

Authorised Share Capital Confirmation

f. immediately following the Share Capital Reduction, the Share Capital Subdivision and Share Capital Cancellation, the authorised share capital of the Company shall be US$50,000 divided into 90,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0005 each and 10,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0005 each, (together, the “Share Capital Reduction and Reorganization Proposal”).

No broker non-votes are counted.

For		Against		Abstain
11,377,287		1,535		322

2. Second Amended M&A Proposal

As a special resolution, subject to the approval and implementation of the Share Capital Reduction and Reorganization, that the Company adopt the second amended and restated memorandum and articles of association, in the form attached to the accompanying proxy statement as Exhibit A, in substitution for, and to the exclusion of, the Company’s existing first amended and restated memorandum and articles of association, to reflect the Share Capital Reduction and Reorganization which shall take effect on the date of registration of the solvency statement (made under section 14A of the Companies Act) and the minute as required by section 14B of the Companies Act (the “Second Amended M&A Proposal”).

No broker non-votes are counted.

For		Against		Abstain
11,376,615		2,314		215

3. Share Capital Increase Proposal

As an ordinary resolution, subject to the approval and implementation of the Share Capital Reduction and Reorganization, that the Company increase its authorised share capital (the "Share Capital Increase"):

From: US$50,000 divided into 90,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0005 each and 10,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0005 each;

To: US$5,000,000 divided into 9,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0005 each and 1,000,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0005 each;

by creating an additional 8,910,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0005 each and an additional 990,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0005 each,

(the "Share Capital Increase Proposal").

No broker non-votes are counted.

For		Against		Abstain
11,376,320		2,488		336

2

4. Third Amended M&A Proposal

As a special resolution, subject to the approval and implementation of the Share Capital Increase, that the Company adopt the third amended and restated memorandum and articles of association, in the form attached to the accompanying proxy statement as Exhibit B, in substitution for, and to the exclusion of, the Company’s second amended and restated memorandum and articles of association, to reflect the Share Capital Increase (the “Third Amended M&A Proposal”).

No broker non-votes are counted.

For		Against		Abstain
11,370,184		5,591		3,369

5. Share Consolidation Proposal

As an ordinary resolution, subject to the approval and implementation of the Share Capital Increase, to authorize the Company’s board of directors (the “Board of Directors”, “Board” or “Directors”) to effect a share consolidation of the Company’s authorised and issued share capital (the “Share Consolidation”), at a ratio of up to one-for-two hundred (1:200), but in any case at a ratio of not less than one-for-five (1:5) (the “Approved Consolidation Ratio”), at a date to be determined by the Board that is not more than one (1) year following the date of the 2026 Extraordinary Meeting, with the exact ratios to be set at a whole number within this range, as determined by the Board in its sole discretion, such that the number of authorised and issued Class A Ordinary Shares and Class B Ordinary Shares is decreased by the Approved Consolidation Ratio, with the par value per Class A Ordinary Share and Class B Ordinary Share increased by the Approved Consolidation Ratio and the authorised share capital of the Company being altered (assuming an Approved Consolidation Ratio of 1:200):

From: US$5,000,000 divided into 9,000,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0005 each and 1,000,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0005 each;

To as low as: US$5,000,000 divided into 45,000,000 Class A Ordinary Shares of a nominal or par value of US$0.1 each and 5,000,000 Class B Ordinary Shares of a nominal or par value of US$0.1 each, (the “Share Consolidation Proposal”).

No broker non-votes are counted.

For		Against		Abstain
11,374,564		4,259		321

6. Fourth Amended M&A Proposal

As a special resolution, subject to the approval and implementation of the Share Consolidation, that the Company adopt the fourth amended and restated memorandum and articles of association, in the form attached to the accompanying proxy statement as Exhibit C, subject to adjustment solely in respect of the final Approved Consolidation Ratio to be determined by the Board of Directors, in substitution for, and to the exclusion of, the Company’s third amended and restated memorandum and articles of association, to reflect the Share Consolidation (the “Fourth Amended M&A Proposal”).

No broker non-votes are counted.

For		Against		Abstain
11,378,799		124		221

7. Adjournment Proposal

As an ordinary resolution, to adjourn the 2026 Extraordinary Meeting to a later date or dates (A) to the extent necessary or convenient to ensure that any required supplement or amendment to the notice of meeting is provided to Shareholders or (B) in order to solicit additional proxies from Shareholders in favour of one or more of the proposals at the 2026 Extraordinary Meeting (the “Adjournment Proposal”).

No broker non-votes are counted.

For		Against		Abstain
11,372,136		6,777		231

3

SIGNATURE

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, thereunto duly authorized.

	NFT Limited
	By:	/s/ Yanying Wang
	Name:	Yanying Wang
	Title:	Chief Executive Officer

Date: April 21, 2026

4

FAQ

What did NFT Limited (MI) shareholders approve at the April 2026 meeting?

Shareholders approved multiple resolutions changing NFT Limited’s capital structure and governing documents. These include a share capital reduction and reorganization, a large increase in authorised share capital, potential share consolidation authority, and several updated memoranda and articles of association.

How did NFT Limited (MI) change its authorised share capital?

Authorised capital increased from US$50,000 to US$5,000, keeping the US$0.0005 par value. This shifts capacity from 90,000,000 Class A and 10,000,000 Class B shares to 9,000,000,000 Class A and 1,000,000,000 Class B ordinary shares, expanding potential future issuance capacity significantly.

What share consolidation did NFT Limited (MI) shareholders authorize?

Shareholders allowed the board to implement a share consolidation between 1-for-5 and up to 1-for-200 within one year. At a 1-for-200 ratio, authorised shares could fall to 45,000,000 Class A and 5,000,000 Class B, while par value per share would increase to US$0.1.

Were NFT Limited’s amended memoranda and articles approved?

Yes. Shareholders approved second, third and fourth amended and restated memoranda and articles of association. Each version is designed to reflect specific steps: the share capital reduction and reorganization, the authorised capital increase, and any final share consolidation ratio chosen by the board.

How strong was shareholder support for NFT Limited (MI) proposals?

Support was high across proposals. For example, the Share Capital Reduction and Reorganization received 11,377,287 votes for, 1,535 against, and 322 abstentions. Other resolutions, including capital increase and share consolidation authority, passed with similar strong majorities among represented shares.

What does the adjournment proposal mean for NFT Limited (MI) shareholders?

The adjournment proposal authorizes the company to postpone and reconvene the extraordinary meeting if helpful. Reasons include providing any required supplementary materials to shareholders or soliciting additional proxies in favor of one or more proposals, offering procedural flexibility for completing the approved actions.