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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number 333-268865
NFT Limited
|
Office Q 11th Floor, Kings Wing Plaza 2, No.1 Kwan Street, Sha Tin, New Territories Hong Kong +86-13061634962 |
| (Address of Principal Executive Offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
NFT Limited is furnishing its unaudited condensed consolidated financial statements and footnotes for the six months ended June 30, 2025 and 2024. The financial statements and notes are attached as Exhibit 99.1 to this report of foreign private issuer on Form 6-K, and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025 is attached as Exhibit 99.2 to this report of foreign private issuer on Form 6-K.
Financial Statements and Exhibits.
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements and Notes of NFT Limited for the Six Months Ended June 30, 2025 and 2024 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 26, 2025 | By: | /s/ Kuangtao Wang | |
| Name: | Kuangtao Wang | ||
| Chief Executive Officer | |||
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Exhibit 99.1
NFT LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in U.S. Dollars except Number of Shares)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 62,480,801 | $ | 82,272,479 | ||||
| Restricted cash | 4,283,608 | 4,351,692 | ||||||
| Prepayment and other current assets, net | 39,175,392 | |||||||
| Total current assets | 105,939,801 | 86,624,171 | ||||||
| Non-current assets | ||||||||
| Non-marketable investment, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | 105,939,801 | $ | 86,624,171 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accrued expenses and other payables | $ | 1,543,959 | $ | 1,357,964 | ||||
| Advance from customers | 4,283,608 | 4,351,692 | ||||||
| Tax payables | 23,661 | 15,004 | ||||||
| Total current liabilities | 5,851,228 | 5,724,660 | ||||||
| Non-current liabilities | ||||||||
| Convertible loan | 20,000,000 | |||||||
| Total liabilities | 25,851,228 | 5,724,660 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Common stock (90,000,000 Class A shares authorized; $0.005 par value;5,065,150 shares issued and outstanding as of June 30, 2025 and December 31, 2024) | 25,326 | 25,326 | ||||||
| Additional paid-in capital | 109,539,147 | 109,539,147 | ||||||
| Accumulated deficit | (29,475,900 | ) | (28,664,962 | ) | ||||
| Total shareholders’ equity | 80,088,573 | 80,899,511 | ||||||
| Total liabilities and shareholders’ equity | $ | 105,939,801 | $ | 86,624,171 | ||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
NFT LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in U.S. Dollars except Number of Shares)
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue | ||||||||
| Commission | $ | 316,966 | $ | 394,949 | ||||
| Revenue | 316,966 | 394,949 | ||||||
| Cost of revenue | (96,024 | ) | (96,024 | ) | ||||
| Gross profit | 220,942 | 298,925 | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses | (904,316 | ) | (894,813 | ) | ||||
| Total operating expenses | (904,316 | ) | (894,813 | ) | ||||
| Loss from continuing operations | (683,374 | ) | (595,888 | ) | ||||
| Other income and expenses: | ||||||||
| Interest Income | 228,394 | |||||||
| Interest expenses | (118,907 | ) | ||||||
| Gain on change of fair value of warrant liability | 6,661,993 | |||||||
| Total other (expenses) income | (118,907 | ) | 6,890,387 | |||||
| (Loss) Profit before income taxes-continuing operations | (802,281 | ) | 6,294,499 | |||||
| Income tax expenses | 8,657 | 8,498 | ||||||
| Net (loss) profit | (810,938 | ) | 6,286,001 | |||||
| Net (loss) profit | $ | (810,938 | ) | $ | 6,286,001 | |||
| Comprehensive income | $ | (810,938 | ) | $ | 6,286,001 | |||
| Profit/(Loss) per common share - basic | $ | (0.16 | ) | $ | 5.46 | |||
| Profit/(Loss) per common share -diluted | $ | (0.16 | ) | $ | 2.83 | |||
| Weighted average number of common shares outstanding-basic | 5,065,150 | 1,151,703 | ||||||
| Weighted average number of common shares outstanding-diluted | 5,065,150 | 2,223,328 | ||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
NFT LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Stated in U.S. Dollars except Number of Shares)
| Number of shares |
Common Stock |
Additional Paid-in capital |
Accumulated deficit |
Accumulated other comprehensive loss |
Total | |||||||||||||||||||
| Balance, December 31, 2023 | 1,399,676 | $ | 38,491 | $ | 95,726,623 | $ | (34,961,476 | ) | $ | $ | 60,803,638 | |||||||||||||
| *Correction of par value misstatement | - | (31,493 | ) | 31,493 | ||||||||||||||||||||
| Effect of rounding fractional shares into whole shares upon reverse stock split | 75,458 | 377 | (377 | ) | ||||||||||||||||||||
| Private placement | 1,399,675 | 6,998 | 15,459,407 | 15,466,405 | ||||||||||||||||||||
| Issuance of common stock warrants | - | (11,158,348 | ) | (11,158,348 | ) | |||||||||||||||||||
| Cashless exercise of common stock warrants | 1,210,572 | 6,053 | 3,363,313 | 3,369,366 | ||||||||||||||||||||
| Net profit | - | 6,286,001 | 6,286,001 | |||||||||||||||||||||
| Balance, June 30, 2024 | 4,085,381 | $ | 20,426 | $ | 103,422,111 | $ | (28,675,475 | ) | $ | $ | 74,767,062 | |||||||||||||
| Balance, December 31, 2024 | 5,065,150 | $ | 25,326 | $ | 109,539,147 | $ | (28,664,962 | ) | $ | $ | 80,899,511 | |||||||||||||
| Net loss | - | (810,938 | ) | (810,938 | ) | |||||||||||||||||||
| Balance, June 30, 2025 | 5,065,150 | $ | 25,326 | $ | 109,539,147 | $ | (29,475,900 | ) | $ | $ | 80,088,573 | |||||||||||||
| * | Reclassification between common stock and additional paid-in capital has been prospectively corrected in the current period due to the application of incorrect par value of common stock during the year ended December 31, 2023. |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
NFT LIMITED AND ITS SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
| Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (810,938 | ) | $ | 6,286,001 | |||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Fair value gain on warrant liabilities | (6,661,993 | ) | ||||||
| Changes in operating assets and liabilities(decrease)increase in: | ||||||||
| Prepayment and other current assets | (39,175,392 | ) | 396,263 | |||||
| Customer deposits | (68,084 | ) | 63,349 | |||||
| Accrued expenses and other payables | 194,652 | (2,043,296 | ) | |||||
| Net cash used in operating activities | (39,859,762 | ) | (1,959,676 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of convertible note | 20,000,000 | |||||||
| Proceeds from a private placement | 21,904,920 | |||||||
| Net cash provided by financing activities | 20,000,000 | 21,904,920 | ||||||
| Net change in cash and cash equivalents, and restricted cash | (19,859,762 | ) | 19,945,244 | |||||
| Cash and cash equivalents, and restricted cash beginning balance | 86,624,171 | 66,057,328 | ||||||
| Cash and cash equivalents and restricted cash ending balance | $ | 66,764,409 | $ | 86,002,572 | ||||
| Cash and cash equivalents | $ | 62,480,801 | $ | 81,632,704 | ||||
| Restricted cash as of June 30, 2025 and 2024, respectively | 4,283,608 | 4,369,868 | ||||||
| Total cash, cash equivalents and restricted cash | $ | 66,764,409 | $ | 86,002,572 | ||||
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Exhibit 99.2
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO SIX MONTHS ENDED JUNE 30, 2024
The following tables set forth our condensed consolidated statements of income data:
| Six Months Ended June 30, | ||||||||||||||||
| % of | % of | |||||||||||||||
| 2025 | Revenue | 2024 | Revenue | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenue | 316,966 | 100 | 394,949 | 100 | ||||||||||||
| Cost of revenue | (96,024 | ) | (30 | ) | (96,024 | ) | (24 | ) | ||||||||
| General and administrative expenses | (904,316 | ) | (285 | ) | (894,813 | ) | (227 | ) | ||||||||
| Total costs and expenses | (1,000,340 | ) | (316 | ) | (990,837 | ) | (251 | ) | ||||||||
| Loss | (683,374 | ) | (216 | ) | (595,888 | ) | (151 | ) | ||||||||
| Other(expenses)income | (118,907 | ) | (38 | ) | 6,890,387 | 1,745 | ||||||||||
| (Loss)Profit before income taxes | (802,281 | ) | (253 | ) | 6,294,499 | 1,594 | ||||||||||
| Income tax expenses | 8,657 | 3 | 8,498 | 2 | ||||||||||||
| Net (loss) profit | $ | (810,938 | ) | (256 | ) | $ | 6,286,001 | 1,592 | ||||||||
Revenue
The following table sets forth our condensed consolidated revenue by revenue source:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Commission | 316,966 | 394,949 | ||||||
| Revenue | $ | 316,966 | $ | 394,949 | ||||
Commission fee revenue
The commission revenue was calculated based on a percentage of transaction value of artworks, which we charge trading commissions for the purchase and sale of the ownership shares of the artworks. The commission is typically 5% of the total amount of each transaction. The commission is accounted for as revenue and immediately deducted from the proceeds from the sales of artwork units when a transaction is completed.
Commission revenue for the six months ended June 30, 2025 and 2024 was $316,966 and $394,949.
Revenue by customer type
The following table presents our revenue by customer type:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Customers-third party | $ | 316,966 | $ | 394,949 | ||||
| Total | $ | 316,966 | $ | 394,949 | ||||
Cost of Revenue
| Six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Internet service charge | 96,024 | 96,024 | ||||||
| Total | $ | 96,024 | $ | 96,024 | ||||
Cost of revenue for the six months ended June 30, 2025 and June 30, 2024 was $96,024 and $96,024 respectively.
Gross Profit
Gross profit was $220,942 or 69.7% of the total revenue for the six months ended June 30, 2025, compared to $298,925 or 75.7% of the total revenue for the six months ended June 30, 2024. Gross profit amount was decreased by $77,983 while the gross profit margin was reduced by 6%.
Overall total revenue for the six months ended June 30, 2025 decreased by $77,983 or 20% as compared to the same period in 2024, due to lower transaction volume amid a decline in NFT business.
Operating Expenses
General and administrative expenses for the six months ended June 30, 2025 were $904,316, compared to $894,813 for the six months ended June 30, 2024.
The following table sets forth the main components of the Company’s general and administrative expenses for the six months ended June 30, 2025 and June 30, 2024.
| Six months ended June 30, | ||||||||||||||||
| 2025 | % of Total | 2024 | % of Total | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Agency Fee | $ | 185,000 | 20.4 | $ | 12,147 | 1.4 | ||||||||||
| Staff Salary & Benefit | 235,860 | 26.1 | 326,422 | 36.5 | ||||||||||||
| Consultancy fee | 78,000 | 8.6 | 78,000 | 8.7 | ||||||||||||
| Tax & Duties | - | - | 8,498 | 0.9 | ||||||||||||
| Director Fee | 66,000 | 7.3 | 66,000 | 7.4 | ||||||||||||
| Office Rental | 5,000 | 0.6 | 5,000 | 0.6 | ||||||||||||
| Legal & Professional Fee | 38,500 | 4.3 | 85,359 | 9.5 | ||||||||||||
| Audit Fee | 181,561 | 20.1 | 195,100 | 21.8 | ||||||||||||
| Business Registration Fee | 111,219 | 12.3 | 86,631 | 9.7 | ||||||||||||
| Others | 3,176 | 0.3 | 31,656 | 3.5 | ||||||||||||
| Total general and administrative expense | $ | 904,316 | 100.0 | $ | 894,813 | 100.0 | ||||||||||
Other income
Other income for the six months ended June 30, 2025 and 2024 were ($118,907) and $6,890,387 respectively, For the six months ended June 30, 2025，other expense comprising interest expense of $118,907, which mainly comes from interest expense of convertible promissory note, $117,907. For the six months ended June 30, 2024, other income contains interest income of $228,394 and a gain on change of fair value of warrant liability amounting $6,661,993.
Income tax expense
The Company’s effective tax rate varies due to the multiple jurisdictions in which it books its pretax income or losses. The Company is domiciled in the Cayman Islands and is not subject to any income tax during the six months ended June 30, 2025. The Company’s subsidiaries that are incorporated in the United States of America and Hong Kong SAR is subject to an income tax rate of 21% and 16.5% respectively for the six months ended June 30, 2025 and 2024 respectively.
The effective tax rates for the six months ended June 30, 2025 and 2024 were (1.1) % and 0.1%, respectively.
The income tax expense were $8,657 and $8,498 for the six months ended June 30, 2025 and 2024, respectively.
Net loss
We recorded a net loss for the six months ended June 30, 2025 of $810,938 compared to net profit of $6,286,001 for the six months ended June 30, 2024.
The decrease in the net profit by $7,096,939 during this current period compared to the same period ended June 30, 2024 has been discussed above.
Liquidity and Capital Resources
The following tables set forth our consolidated statements of cash flow:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net cash provided by operating activities | $ | (39,859,762 | ) | $ | (1,959,676 | ) | ||
| Net cash provided by financing activities | 20,000,000 | 21,904,920 | ||||||
| Net increase in cash and cash equivalents | (19,859,762 | ) | 19,945,244 | |||||
| Cash, cash equivalents and restricted cash, beginning balance | 86,624,171 | 66,057,328 | ||||||
| Cash and cash equivalents and restricted cash, ending balance | $ | 66,764,409 | $ | 86,002,572 | ||||
Sources of Liquidity
The cash and cash equivalents and the restricted cash balances from as of June 30, 2025 and 2024 were $66,764,409 and $86,002,572 respectively.
As of June 30, 2025, we have $59,736,459 in cash deposited with the Silkroad International Bank. The Central Bank of Djibouti (BCD) regulates the banking sector and has implemented measures to strengthen the financial system, such as increasing capital requirements and improving liquidity ratios. However, there is no specific mention of a formal deposit insurance system that protects depositors in case of bank failures. Therefore we do not believe there is any insurance for the cash deposited with the Silkroad International Bank.
For the six months ended June 30, 2025, net cash used by operating activities was $39,859,762. While there was no cash transactions related to investing activities during the six months ended June 30, 2025, we incur net cash provided by financing activities, $20,000,000. For the six months ended June 30, 2024, net cash used by operating activities was $1,959,676. While there was no cash transactions related to investing activities during the six months ended June 30, 2024, we incur net cash provided by financing activities, $21,904,920.
As of June 30, 2025, the total current liabilities were $5,851,229, which included accrued expense and account payables amounting to $1,543,959, advance from customers amounting to $4,283,608, tax payable amounting to $23,661.
As of June 30, 2025, the Company had cash, restricted cash and cash equivalents of $66,764,409, a working capital in an amount of $100,088,573 and the total assets of $105,939,801.
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