NFT Limited, a Cayman Islands holding company whose subsidiaries operate an NFT trading and digital payment platform in New York, Wyoming and Hong Kong, is conducting a best-efforts offering of up to 591,016 Units. Each Unit consists of one Class A Ordinary Share and one Common Warrant, at an assumed offering price of US$8.46 per Unit, based on the August 11, 2026 NYSE American closing price. An alternative of up to 591,016 Pre-Funded Units is available for investors constrained by 4.99% or 9.99% beneficial ownership limits; each Pre-Funded Unit includes a Pre-Funded Warrant priced at Unit price minus US$0.04 and a Common Warrant.
Each Pre-Funded Warrant is immediately exercisable at US$0.04 per share until fully exercised, and each Common Warrant is immediately exercisable at US$8.46 per share for five years, subject to beneficial ownership caps and anti-dilution and “Share Combination Event” adjustments that can lower the exercise price and increase shares issuable. Class A Ordinary Shares outstanding would increase from 231,129 to up to 1,413,161 assuming full warrant exercise. The company estimates net proceeds of about US$4.57 million, primarily for working capital and general corporate purposes, and warns of potential NYSE American trading halts or delisting due to the dilutive structure and lack of a trading market for the warrants.
NFT Limited reports a change in its finance leadership. On May 7, 2026, Jianguang Qian resigned as chief financial officer for personal reasons, with no disagreements over accounting, operations, policies, or practices. On May 12, 2026, the board appointed Yaobin Wang as CFO to fill the vacancy.
Under an employment agreement dated May 12, 2026, Mr. Wang will receive an annual salary of $60,000. He previously served as NFT Limited’s CFO from July 10, 2023 to August 15, 2024 and has extensive finance and audit experience at multiple companies and Ernst & Young. The company states there are no family relationships or appointment arrangements involving Mr. Wang.
NFT Limited reported that its Chief Financial Officer, Jianguang Qian, resigned effective May 7, 2026. The company states that his resignation was not due to any disagreement regarding its accounting, operations, policies, or practices.
The board of directors is searching for a qualified replacement and plans a thorough process before making an appointment. The company also notes it will act promptly to remain compliant with all applicable rules and regulations during this leadership transition.
NFT Limited, a Cayman Islands holding company listed on NYSE American, files its annual Form 20-F describing a business focused on art trading and a developing NFT platform operated mainly through Hong Kong and U.S. subsidiaries. As of December 31, 2025, it had 14,318,410 Class A ordinary shares outstanding.
The filing highlights significant risk concentrations, including $4.39 million of client advance payments classified as restricted cash and $7.11 million deposited at Silkroad International Bank in Djibouti, where there is no formal deposit insurance and possible foreign‑exchange constraints. The company notes it carries limited insurance coverage, which could amplify the impact of operational disruptions.
NFT Limited outlines extensive legal, regulatory and tax uncertainties around its NFT marketplace and cryptocurrency-related transactions, including potential U.S. and foreign scrutiny on anti‑money laundering, sanctions, securities and commodities regulation, and evolving tax reporting rules. It also details political and regulatory risks tied to operating from Hong Kong, including PRC influence, data and cybersecurity rules, and U.S. laws such as the Holding Foreign Companies Accountable Act.
The history section traces the firm’s evolution from a U.S. medical company into a Hong Kong art‑trading platform, its 2023 redomicile into NFT Limited in Cayman, divestiture of legacy Hong Kong art subsidiaries for $1.5 million, and a 1‑for‑50 reverse share split approved in 2024.
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.
NFT Limited has called a 2026 extraordinary general meeting to overhaul its share capital structure and governing documents. Shareholders will vote on a share capital reduction and reorganization, followed by a Share Capital Increase to authorised capital of US$5,000,000 divided into 9,000,000,000 Class A and 1,000,000,000 Class B Ordinary Shares of US$0.0005 par value each.
The meeting will also consider a share consolidation (reverse split) at a ratio between 1:5 and up to 1:200, amendments to the memorandum and articles of association to reflect these changes, and an adjournment authority. As of April 6, 2026, 18,478,875 Class A Ordinary Shares were outstanding, each with one vote, while Class B shares carry twenty votes each. The board unanimously recommends voting in favor of all seven proposals.
NFT Ltd filed an initial ownership report for its CFO, Qian Jianguang, on Form 3. This filing identifies Qian as an officer with the title Chief Financial Officer. The excerpt shows no reportable transactions or derivative positions, serving mainly as a baseline disclosure of insider status.
NFT Ltd director Li Shuo filed an initial statement of beneficial ownership on Form 3. This filing does not report any purchases, sales, option exercises, gifts, or other transactions in the company’s securities, and it shows no derivative positions or other holdings in the summarized data.
NFT Ltd director Douglas Edward Buerger filed an initial insider ownership report on Form 3. This filing establishes his status as a director of the company but does not report any share purchases, sales, option exercises, or other transactions at this time.