NFT Ltd: Orca Capital reports 4.9% ownership

The reported 4.9% uses a post-offering share count, while warrant shares are subject to the 4.99% Blocker.

Rhea-AI Filing Summary

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.

Key Figures

Beneficial ownership: 25,376 shares Ownership percentage: 4.9% Class A ordinary shares outstanding: 510,729 shares +2 more

5 metrics

Beneficial ownership 25,376 shares Orca Capital’s Class A ordinary shares

Ownership percentage 4.9% Class A ordinary shares

Class A ordinary shares outstanding 510,729 shares Immediately after completion of the issuer’s registered offering

Warrant shares excluded 58,064 shares Class A ordinary shares issuable upon exercise of ordinary share purchase warrants

4.99% Blocker 4.99% Limit on beneficial ownership after warrant exercise

Key Terms

beneficially owned, 4.99% Blocker, ordinary share purchase warrants

3 terms

beneficially owned financial

"Amount beneficially owned: 25,376"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

4.99% Blocker technical

"the "4.99% Blocker""

ordinary share purchase warrants financial

"ordinary share purchase warrants, subject to the 4.99% Blocker"

Ordinary share purchase warrants are tradable securities that give the holder the right, but not the obligation, to buy a company’s ordinary shares at a set price (the exercise or strike price) during a specified time period. They matter to investors because they offer leveraged exposure to future share gains and can dilute existing shareholdings when exercised, while also serving as a way for companies to raise equity capital if holders convert them into shares.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MI shares does Orca Capital own?

Orca Capital reported beneficial ownership of 25,376 Class A ordinary shares, equal to 4.9% of the class. The percentage uses 510,729 Class A ordinary shares outstanding immediately after the issuer’s registered offering.

What does NFT Ltd’s 4.99% Blocker limit?

The 58,064 Class A ordinary shares issuable upon exercise of ordinary share purchase warrants are excluded from reported ownership. 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 05:01 PM Accepted by SEC EDGAR 09/29/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

NFT Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.04 per share

(Title of Class of Securities)

G6363T123

(CUSIP Number)

09/23/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G6363T123

1

Names of Reporting Persons

Orca Capital AG

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 25,376.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 25,376.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

25,376.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: : All ownership percentages set forth in this Schedule 13G are calculated based upon an aggregate of 510,729 Class A ordinary shares outstanding immediately after giving effect to the completion of the Issuer's registered offering as provided in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on August 24, 2026, and excludes 58,064 Class A ordinary shares issuable upon the exercise of ordinary share purchase warrants, subject to the 4.99% Blocker (defined below). Pursuant to the terms of the ordinary share purchase warrants, the Reporting Person cannot exercise any of the warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 4.99% of the Issuer's outstanding Class A ordinary shares (the "4.99% Blocker").

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NFT Limited
(b)	Address of issuer's principal executive offices: 1205 Franklin Avenue, Garden City, New York 11530
Item 2.
(a)	Name of person filing: Orca Capital AG
(b)	Address or principal business office or, if none, residence: Sperlring 2 85276 Hettenshausen Deutschland
(c)	Citizenship: Germany
(d)	Title of class of securities: Class A Ordinary Shares, par value US$0.04 per share
(e)	CUSIP No.: G6363T123
Item 4.	Ownership
(a)	Amount beneficially owned: 25,376
(b)	Percent of class: 4.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 25,376
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 25,376
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Orca Capital AG

Signature:	/s/ Thomas Konig
Name/Title:	Thomas Konig/Director
Date:	09/29/2026