Business Context and Reporting Period
This Form 6-K filing by NFT Limited, a Cayman Islands exempted company, covers the month of June 2025. The report details an amendment to a Securities Purchase Agreement originally entered into on May 6, 2025, with non-affiliated investors.
Key Financial Metrics
The filing does not provide standard financial statements, revenue, profit, cash flow, or margin data. The primary financial instrument discussed is a convertible debt offering:
- Debt Instrument: Unsecured promissory notes (Notes).
- Aggregate Principal Amount: $20,000,000.00.
- Gross Proceeds: $20,000,000.00.
- Conversion Feature: Convertible into Class A ordinary shares ($0.005 par value).
Material Changes
On June 3, 2025, the Company and Investors executed an Amendment to the Purchase Agreement, resulting in the following material changes to the Notes:
- Conversion and Redemption Timing: The Amended and Restated Notes are now convertible and redeemable after one (1) month from the Purchase Price Date.
- Registration Rights: Investors were granted registration rights under a Form F-1 registration statement for Ordinary Shares issuable upon conversion or redemption.
Outlook, Risks, and Management Commentary
The filing contains no management commentary regarding future business outlook, operational risks, or contingencies beyond the terms of the amended debt agreement. The document serves strictly to disclose the amendment terms and references the full legal forms as Exhibits 99.1 and 99.2.
Investor Verification Checklist
- Verify the specific "Purchase Price Date" to determine the exact date when the Notes become convertible and redeemable.
- Review the full text of the Amended and Restated Note (Exhibit 99.2) for interest rates, default provisions, and conversion pricing formulas.
- Confirm the status of the Form F-1 registration statement referenced for investor registration rights.
- Assess the impact of the $20 million debt obligation on the Company's current liquidity and capital structure.