Orca Capital holds 9.9% stake in NFT Ltd

NFT Ltd (MI) reported that Orca Capital, a Germany-based investor, has filed a Schedule 13G disclosing a passive ownership stake in the company’s Class A ordinary shares.

Rhea-AI Filing Summary

NFT Ltd (MI) reported that Orca Capital, a Germany-based investor, has filed a Schedule 13G disclosing a passive ownership stake in the company’s Class A ordinary shares. Orca Capital beneficially owns 51,000 shares, representing 9.9% of the Class A ordinary shares outstanding.

The ownership percentage is based on 510,729 Class A ordinary shares outstanding immediately after completion of NFT Ltd’s registered offering described in a prospectus supplement. The calculation excludes 14,217 shares issuable upon exercise of pre-funded warrants and 65,217 shares issuable upon exercise of ordinary share purchase warrants, which are subject to 9.99% and 4.99% beneficial ownership blockers, respectively. Orca Capital has sole voting and dispositive power over all 51,000 shares.

Key Figures

Shares beneficially owned: 51,000 Class A ordinary shares Percent of class: 9.9% Shares outstanding baseline: 510,729 Class A ordinary shares +4 more

7 metrics

Shares beneficially owned 51,000 Class A ordinary shares Beneficial ownership reported by Orca Capital

Percent of class 9.9% Ownership percentage of NFT Ltd Class A ordinary shares

Shares outstanding baseline 510,729 Class A ordinary shares Shares outstanding immediately after completion of registered offering

Pre-funded warrant shares excluded 14,217 Class A ordinary shares Issuable upon exercise of pre-funded warrants, excluded from ownership calculation

Ordinary share purchase warrant shares excluded 65,217 Class A ordinary shares Issuable upon exercise of ordinary share purchase warrants, excluded from ownership calculation

Pre-funded warrant Beneficial Ownership Limitation 9.99% Maximum beneficial ownership allowed after exercising pre-funded warrants

Ordinary warrant Beneficial Ownership Limitation 4.99% Maximum beneficial ownership allowed after exercising ordinary share purchase warrants

Key Terms

beneficially owned, pre-funded warrants, ordinary share purchase warrants, Beneficial Ownership Limitation, +2 more

6 terms

beneficially owned financial

"All ownership percentages set forth in this are calculated based upon an aggregate"

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.

pre-funded warrants financial

"excludes (i) 14,217 Class A ordinary shares issuable upon the exercise of pre-funded 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.

ordinary share purchase warrants financial

"and (ii) 65,217 Class A ordinary shares issuable upon the exercise of ordinary share purchase warrants"

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.

Beneficial Ownership Limitation financial

"subject to the 9.99% Blocker (defined below) and (ii) 65,217 Class A ordinary shares"

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.

9.99% Blocker financial

"the Reporting Person cannot exercise any of the warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 9.99%"

4.99% Blocker financial

"or 4.99% of the Issuer's outstanding Class A ordinary shares (the "9.99% Blocker" and the "4.99% Blocker")"

FAQ

What percentage of NFT Ltd (MI) does Orca Capital report owning in this Schedule 13G?

Orca Capital reports beneficial ownership of 9.9% of NFT Ltd’s Class A ordinary shares, based on 510,729 shares outstanding immediately after the company’s registered offering as referenced in the prospectus supplement.

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

Orca Capital beneficially owns 51,000 Class A ordinary shares of NFT Ltd. It has sole voting and sole dispositive power over all 51,000 shares, with no shared voting or dispositive power reported.

What share count did NFT Ltd (MI) use to calculate Orca Capital’s 9.9% ownership?

The 9.9% ownership is calculated using 510,729 Class A ordinary shares outstanding immediately after completion of NFT Ltd’s registered offering described in a prospectus supplement filed on August 24, 2026.

Are any warrant shares included in Orca Capital’s ownership of NFT Ltd (MI)?

No. The calculation excludes 14,217 shares issuable upon exercise of pre-funded warrants and 65,217 shares issuable upon exercise of ordinary share purchase warrants, both subject to specified beneficial ownership blockers.

What are the beneficial ownership blockers mentioned for NFT Ltd (MI) warrants?

The pre-funded warrants are subject to a 9.99% Blocker and the ordinary share purchase warrants to a 4.99% Blocker. Under these terms, Orca Capital cannot exercise warrants if such exercise would cause its beneficial ownership to exceed those percentages.

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

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Available on EDGAR 08/28/2026 - 05:01 PM Accepted by SEC EDGAR 08/28/2026 - 04:59 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NFT Limited

(Name of Issuer)

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

(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

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 51,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 51,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

51,000.00

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)

9.9 %

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 (i) 14,217 Class A ordinary shares issuable upon the exercise of pre-funded warrants, subject to the 9.99% Blocker (defined below) and (ii) 65,217 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 pre-funded warrants and the ordinary share purchase warrants, respectively, the Reporting Person cannot exercise any of the warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 9.99% or 4.99% of the Issuer's outstanding Class A ordinary shares (the "9.99% Blocker" and 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 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: 51,000
(b)	Percent of class: 9.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 51,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 51,000
	(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.

Orca Capital AG

Signature:	/s/ Thomas Konig
Name/Title:	Thomas Konig/Director
Date:	08/28/2026