S.H.N. Financial holds 9.99% of NFT Ltd

NFT Ltd (MI) received a Schedule 13G reporting that S.H.N.

Rhea-AI Filing Summary

NFT Ltd (MI) received a Schedule 13G reporting that S.H.N. Financial Investments Ltd., organized in Israel, beneficially owns 51,024 Class A Ordinary Shares, including 51,000 shares and 24 Common Warrants, representing 9.99% of the class.

This ownership percentage is based on 510,729 Class A Ordinary Shares outstanding after the offering, as referenced in a prospectus under Rule 424(b)(4). The filing notes a 9.99% beneficial ownership limitation, which also excludes an additional 50,976 Common Warrants from the reported beneficial ownership. S.H.N. Financial reports sole voting and dispositive power over the 51,024 securities, and its CEO, Nir Shamir, may be deemed a beneficial owner but disclaims beneficial ownership for all other purposes.

Key Figures

Beneficially owned securities: 51,024 Class A Ordinary Shares and Common Warrants Class A Ordinary Shares beneficially owned: 51,000 Class A Ordinary Shares Common Warrants beneficially owned: 24 Common Warrants +5 more

8 metrics

Beneficially owned securities 51,024 Class A Ordinary Shares and Common Warrants Amount beneficially owned by S.H.N. Financial Investments Ltd.

Class A Ordinary Shares beneficially owned 51,000 Class A Ordinary Shares Component of the 51,024 securities reported as beneficially owned

Common Warrants beneficially owned 24 Common Warrants Included in the 51,024 securities subject to the 9.99% limitation

Additional Common Warrants excluded 50,976 Common Warrants Not included in beneficial ownership due to 9.99% beneficial ownership limitation

Percent of class 9.99% Percentage of NFT Ltd Class A Ordinary Shares beneficially owned by S.H.N. Financial

Shares outstanding after the offering 510,729 Class A Ordinary Shares Baseline outstanding share count used to calculate the 9.99% ownership

Sole voting power 51,024 Number of securities over which S.H.N. Financial has sole voting power

Sole dispositive power 51,024 Number of securities over which S.H.N. Financial has sole dispositive power

Key Terms

beneficial ownership limitation, Common Warrants, Pre-Funded Warrants, Rule 13d-3, +1 more

5 terms

beneficial ownership limitation regulatory

"which are subject to a 9.99% 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.

Common Warrants financial

"24 Common Warrants, which are subject to a 9.99% beneficial"

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.

Pre-Funded Warrants financial

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

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.

Rule 13d-3 regulatory

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

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

Rule 424(b)(4) regulatory

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

FAQ

Who is the new significant shareholder of NFT Ltd (MI) disclosed in this Schedule 13G?

The Schedule 13G reports that S.H.N. Financial Investments Ltd., an entity organized in Israel, is a significant shareholder of NFT Ltd, holding Class A Ordinary Shares and Common Warrants subject to a 9.99% beneficial ownership limitation.

How many NFT Ltd (MI) securities does S.H.N. Financial beneficially own?

S.H.N. Financial beneficially owns 51,024 NFT Ltd securities, consisting of 51,000 Class A Ordinary Shares and 24 Common Warrants. These are the amounts reported as beneficially owned for voting and dispositive power purposes.

What percentage of NFT Ltd (MI) does S.H.N. Financial report owning?

S.H.N. Financial reports beneficial ownership of 9.99% of NFT Ltd’s Class A Ordinary Shares. This percentage is calculated based on 510,729 Class A Ordinary Shares outstanding after the offering, as referenced in a prospectus under Rule 424(b)(4).

Are there additional NFT Ltd (MI) warrants held by S.H.N. Financial that are not counted as beneficially owned?

Yes. The filing states that the reported amounts do not include 50,976 Common Warrants, which are also subject to a 9.99% beneficial ownership limitation, and therefore are excluded from the beneficial ownership calculation.

What voting and dispositive powers does S.H.N. Financial have over NFT Ltd (MI) shares?

S.H.N. Financial reports sole voting power over 51,024 NFT Ltd securities and sole dispositive power over 51,024 securities, with no shared voting or dispositive power reported in the Schedule 13G.

How is Nir Shamir related to S.H.N. Financial’s NFT Ltd (MI) holdings?

Nir Shamir is the Chief Executive Officer of S.H.N. Financial Investments Ltd. The filing states that he may be deemed to beneficially own the reported securities under Rule 13d-3 but disclaims beneficial ownership for all other purposes.

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

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Available on EDGAR 08/27/2026 - 04:13 PM Accepted by SEC EDGAR 08/27/2026 - 04:12 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

S.H.N. Financial Investments 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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 51,024.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 51,024.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

51,024.00

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)

9.99 %

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: S.H.N. Financial Investments Ltd.
(b)	Address or principal business office or, if none, residence: Herzliya Hills Arik Einstein 3, Israel, 4610301
(c)	Citizenship: Israel
(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: 51,024 The amounts in Row (5), (7) and (9) represent 51,000 Class A Ordinary Shares and 24 Common Warrants, which are subject to a 9.99% beneficial ownership limitation. The amounts do not include 50,976 Common Warrants, subject to a 9.99% 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. Nir Shamir is the Chief Executive Officer of the Reporting Person. As such, Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 51,024
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 51,024
	(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.

S.H.N. Financial Investments Ltd.

Signature:	/s/ Nir Shamir
Name/Title:	Nir Shamir, Chief Executive Officer
Date:	08/27/2026