L1 Capital takes 9.8% stake in NFT Ltd shares

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.

Rhea-AI Filing Summary

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.

Key Figures

Beneficially owned Class A Ordinary Shares: 50,000 shares Percent of Class A Ordinary Shares: 9.8% Class A Ordinary Shares outstanding after the offering: 510,729 shares +3 more

6 metrics

Beneficially owned Class A Ordinary Shares 50,000 shares Shares beneficially owned by L1 Capital Global Opportunities Master Fund, Ltd.

Percent of Class A Ordinary Shares 9.8% Ownership percentage of NFT Ltd Class A Ordinary Shares reported by L1 Capital

Class A Ordinary Shares outstanding after the offering 510,729 shares Outstanding Class A Ordinary Shares used to calculate the 9.8% ownership

Common Warrants held 50,000 Common Warrants Common Warrants held by L1 Capital, excluded from beneficial ownership due to limitation

Beneficial Ownership Limitation 4.99% Limitation applying to the 50,000 Common Warrants held by L1 Capital

Par value of Class A Ordinary Shares $0.04 per share Par value of NFT Ltd Class A Ordinary Shares

Key Terms

beneficially own, beneficial ownership limitation, sole dispositive power, Pre-Funded Warrants, +2 more

6 terms

beneficially own regulatory

"may be deemed to beneficially own (as that term is defined in Rule 13d-3)"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

beneficial ownership limitation regulatory

"50,000 Common Warrants, subject to a 4.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

sole dispositive power financial

"Sole Dispositive Power 50,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Pre-Funded Warrants financial

"gives no effect to any exercise of Pre-Funded Warrants or Common Warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Common Warrants financial

"The amounts do not include 50,000 Common Warrants, subject to a 4.99%"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Rule 424(b)(4) regulatory

"based on the Issuer's Prospectus under Rule 424(b)(4) filed"

FAQ

What percentage of NFT Ltd (MI) does L1 Capital Global Opportunities Master Fund own?

L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 9.8% of NFT Ltd’s Class A Ordinary Shares. This percentage is based on 510,729 Class A Ordinary Shares outstanding after the offering, as described in NFT Ltd’s Rule 424(b)(4) prospectus dated August 24, 2026.

How many NFT Ltd (MI) shares does L1 Capital beneficially own?

L1 Capital Global Opportunities Master Fund, Ltd. beneficially owns 50,000 Class A Ordinary Shares of NFT Ltd. These 50,000 shares are held with sole voting and sole dispositive power and are the basis for L1 Capital’s reported 9.8% ownership stake in the class.

What is the total number of NFT Ltd (MI) Class A shares outstanding used for the 9.8% calculation?

The 9.8% ownership stake is calculated using 510,729 Class A Ordinary Shares outstanding after the offering. This outstanding share count is taken from NFT Ltd’s prospectus filed under Rule 424(b)(4) on August 24, 2026, and excludes any shares from warrant exercises.

Does L1 Capital hold any warrants of NFT Ltd (MI) in addition to shares?

Yes. L1 Capital Global Opportunities Master Fund, Ltd. also holds 50,000 Common Warrants of NFT Ltd. These Common Warrants are subject to a 4.99% beneficial ownership limitation and therefore are not included in the reported 50,000 beneficially owned Class A Ordinary Shares.

Who are the individuals associated with L1 Capital’s NFT Ltd (MI) holdings?

The filing identifies David Feldman and Joel Arber as Directors of L1 Capital Global Opportunities Master Fund, Ltd. They may be deemed to beneficially own the NFT Ltd securities described through their roles, but each disclaims beneficial ownership of these securities for all other purposes.

What voting and dispositive powers does L1 Capital report for its NFT Ltd (MI) stake?

L1 Capital reports sole voting power over 50,000 shares and sole dispositive power over 50,000 shares of NFT Ltd. It reports no shared voting power and no shared dispositive power, meaning all authority over these shares is reported as held solely by L1 Capital.

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

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Available on EDGAR 08/27/2026 - 04:10 PM Accepted by SEC EDGAR 08/27/2026 - 04:10 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NFT Ltd

(Name of Issuer)

Class A Ordinary Shares, $0.04 par value

(Title of Class of Securities)

G6363T123

(CUSIP Number)

08/21/2026

(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

L1 Capital Global Opportunities Master Fund, Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 50,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 50,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

50,000.00

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)

9.8 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NFT Ltd
(b)	Address of issuer's principal executive offices: Office Q 11th Floor, Kings Wing Plaza 2, No.1 Kwan Street, Sha Tin, New Territories, Hong Kong
Item 2.
(a)	Name of person filing: L1 Capital Global Opportunities Master Fund, Ltd.
(b)	Address or principal business office or, if none, residence: 3rd Floor, Citrus Grove Building, 106 Goring Ave. George Town PO Box 10085 Grand Cayman, Cayman Islands KY1-1001
(c)	Citizenship: Cayman Islands
(d)	Title of class of securities: Class A Ordinary Shares, $0.04 par value
(e)	CUSIP Number(s): G6363T123
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 50,000
(b)	Percent of class: 9.8%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 50,000 The amounts in Row (5), (7) and (9) represent 50,000 Class A Ordinary Shares. The amounts do not include 50,000 Common Warrants, subject to a 4.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 510,729 Class A Ordinary Shares outstanding after the offering, based on the Issuer's Prospectus under Rule 424(b)(4) filed with the Securities and Exchange Commission on August 24, 2026. The numbers of shares outstanding gives no effect to any exercise of Pre-Funded Warrants or Common Warrants. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 50,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	/s/ David Feldman
Name/Title:	David Feldman, Director
Date:	08/27/2026