Business Context and Reporting Period
Company: NFT Limited (Foreign Private Issuer)
Filing Type: Form 6-K
Reporting Period: August 2026 (Event date: August 21–24, 2026)
Principal Office: Hong Kong
The filing reports the pricing and closing of a registered public offering of equity securities.
Key Financial Metrics
| Metric | Value |
|---|---|
| Gross Proceeds | $2.01 million |
| Net Proceeds | $1.76 million |
| Placement Agent Fee | 6% of gross proceeds |
| Expense Reimbursement | $50,000 |
| Use of Proceeds | Working capital and general corporate purposes |
Note: The filing does not provide data on revenue, profit, operating cash flow, margins, or existing debt levels.
Material Changes and Transaction Details
- Securities Issued: 437,957 total units consisting of:
- 279,600 Common Units (1 Ordinary Share + 1 Common Warrant) at $4.60 per unit.
- 158,357 Pre-Funded Units (1 Pre-Funded Warrant + 1 Common Warrant) at $4.56 per unit.
- Warrant Terms:
- Common Warrants: Exercise price $4.60; exercisable immediately (subject to caps); expire 5 years from issuance.
- Pre-Funded Warrants: Exercise price $0.04; exercisable immediately (subject to caps); no expiration date stated other than "until exercised in full."
- Anti-Dilution Provisions: Exercise prices are subject to adjustment for share combinations and subsequent equity sales at prices below the effective exercise price (down-round protection).
Guidance, Risks, and Contingencies
- Lock-Up Agreements: Officers and directors are restricted from selling shares for 120 days following the closing (until approximately December 22, 2026).
- Issuance Restriction: The Company agreed to a 30-day restriction on issuing new ordinary shares or convertible securities following the closing.
- Right of First Refusal: Maxim Group LLC holds a 12-month right of first refusal on future equity and debt offerings.
- Tail Fee: A 6.0% tail fee applies to financings consummated within 12 months of March 10, 2026, if investors were introduced by Maxim Group.
- Beneficial Ownership Cap: Warrant exercise is limited to prevent holders from beneficially owning more than 4.99% (or 9.99% upon election) of outstanding shares.
Investor Verification Checklist
- Verify the exact number of outstanding Ordinary Shares post-offering to assess dilution impact.
- Confirm the current market price of the Ordinary Share relative to the $4.60 Common Warrant exercise price.
- Review the full text of the Placement Agency Agreement (Exhibit 99.5) for specific tail fee conditions.
- Check for any subsequent equity sales that may trigger the down-round adjustment mechanism.
- Confirm the status of the 30-day issuance restriction period.