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 ~~March~~August 2024

Commission File Number: 333-268865

NFT Limited

Office Q 11^th Floor, Kings Wing Plaza 2,

No. 1 Kwan Street, Sha Tin, New Territories, Hong Kong (Address of principal executive offices)

Sha Tin, New Territories,

Hong Kong

(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 ☐

~~Submission~~Appointment ofand ~~Matters~~Departure ~~to a Vote~~ of ~~Security~~Certain Officers ~~Holders.~~and Directors

~~NFT~~Change ~~Limited, a Cayman Islands company (the “Company”) held its 2024 annual general meeting~~ of shareholders at 10:00 a.m. Eastern Time, March 18, 2024, at Office Q 11th Floor, Kings Wing Plaza 2, No. 1 Kwan Street, Sha Tin, New Territories, Hong Kong. Holders of a total of 130,271,137 Shares (consisting of 130,271,137 Class A Ordinary Shares and 0 Class B Ordinary Shares), out of a total of 154,500,407 Shares (consisting of 154,500,407 Class A Ordinary Shares and 0 Class B Ordinary Shares) issued and outstanding and entitled to vote at the Meeting and therefore constituting a quorum as of the record date of February 16, 2024. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to twenty votes. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:CFO

1.On AsAugust an15, ~~ordinary resolution~~2024, ~~that~~Mr. ~~Kuangtao~~Yaobin Wang, ~~Doug~~notified ~~Buerger,~~NFT Limited ~~Ronggang~~(the “Company”) of his resignation as the chief financial officer (~~Jonathan~~the “CFO”) ~~Zhang~~of ~~and~~the ~~Guisuo~~Company, effective LuAugust ~~are~~15, ~~re-elected~~2024. Mr. Wang has advised that his resignation was due to ~~serve~~personal onreasons and not a result of any disagreement with the ~~Board~~Company ~~until~~on ~~their~~any ~~death~~matter related to the operations, ~~resignation~~policies, or ~~removal~~practices of the Company.

For All		Withhold All		For All Except
130,060,379		210,758		0

To fill the vacancy created by the resignation of Mr. Wang, on August 15, 2024, the Nominating Committee (the “Nominating Committee”) of the board of directors (the “Board”) recommended, and the Board appointed Mr. Jianguang Qian to serve as the CFO of the Company, effective August 16, 2024.

2In connection with Mr. AsQian’s appointment, the Company and Mr. Qian entered into an ~~ordinary~~employment ~~resolution~~agreement, todated ~~ratify~~August 16, 2024 (the ~~selection~~“CFO ofEmployment ~~Assentsure~~Agreement”), pursuant ~~PAC~~to aswhich ~~the~~Mr. ~~Company’s~~Qian ~~independent~~will ~~registered~~receive ~~public~~an ~~accounting~~annual ~~firm~~base ~~for~~salary ~~the~~of ~~fiscal~~USD 60,000 per year ~~ended~~for ~~December~~his ~~31,~~services ~~2023~~as the CFO.

~~The~~There ~~shareholders~~is ~~approved~~no family relationship between Mr. Qian and any of our other officers and directors as defined in Item 401 of Regulation S-K. Except for the ~~proposal~~employment agreement described above, Mr. Qian has not had any transaction with the Company since the beginning of our last fiscal year.

For		Against		Abstain
130,070,604		198,340		2,193

The foregoing description of the principal terms of the CFO Employment Agreement is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the CFO Employment Agreement attached hereto as Exhibit 10.1, which is incorporated herein by this reference.

3.Biographical AsInformation ~~an ordinary resolution, to approve the reverse share split~~ of ~~all of~~ the ~~Company’s~~New ~~ordinary~~Director ~~shares at an exchange ratio of one-for-fifty (1:50), such that every 50 Class A ordinary shares of a par value of US$0.0001 per share in the authorized share capital of the Company (including issued~~ and ~~unissued share capital) be consolidated into 1 Class A ordinary share of a par value of US$0~~Officer.005 per share; and that every 50 Class B ordinary shares of a par value of US$0.0001 per share in the authorized share capital of the Company (including issued and unissued share capital) be consolidated into 1 Class B ordinary share of a par value of US$0.005 per share (the “Share Consolidation” or “Reverse Share Split”), such that immediately following the Share Consolidation, the authorized share capital of the Company will be US$50,000 divided into 9,000,000 Class A ordinary shares of a nominal or par value of US$0.005 each and 1,000,000 Class B ordinary shares of a nominal or par value of US$0.005 each; with such Share Consolidation (the “Share Consolidation Proposal”) to be effective on any date on or prior to March 19, 2024 as determined by the Board of Directors (the “Effective Date”); and the Effective Date when determined by the Board of Directors shall be announced by the Company. In the event that no Effective Date has been determined by the Board of Directors, the share capital of the Company shall remain unchanged unless otherwise resolved by the shareholders of the Company; and the authority granted to the Board of Directors in this proposal will terminate and no Share Consolidation will be implemented.

~~The~~Mr. ~~shareholders~~Jianguang ~~approved the proposal.~~Qian

For		Against		Abstain
130,028,203		242,895		39

Jianguang Qian is a seasoned financial executive with over 18 years of experience in financial management across various industries. From May 2023 to March 2024, Mr. Qian served as the CFO at Wuxi Libang Kitchenware Co., Ltd., where he was responsible for leading the entire process of the company’s listing on the U.S. stock market. Prior to this, from March 2022 to August 2023, he was the CFO of Shanghai Wufeng Network Technology Co., Ltd., where he led the finance department, implemented key financial strategies, and supported the company’s capital growth and listing plans. Mr. Qian was the former CFO for our Company from January 5, 2022 to July 10, 2023, where he successfully led the company’s financial operations to ensure compliance and support its growth in the U.S. stock market.

In October 2020, Mr. Qian took on the role of CFO at Merit-link, a cloud platform dedicated to supporting the supply chain for tools, building materials, and home furnishings through Internet technology. He was responsible for managing the company’s financial operations. From June 2018 to June 2020, he served as the Financial Director of the Shared Accounting Center at Lv Ma Ma, a company listed on the National Equities Exchange and Quotations in China. During this period, he oversaw Lv Ma Ma’s accounting and taxation operations, leading a team of 70 subordinates, supervising the company’s proposed listing in Hong Kong, and managing investor relations.

Mr. Qian graduated from the Department of Finance, Lanzhou University of Technology, China, in 2006 and obtained a master’s degree in accounting from Shanghai University of Finance and Economics, China, in 2012. He is a certified member of the Association of Chartered Certified Accountants (ACCA), a CMA American Management Certified Public Accountant, and a Chinese Intermediate Accountant.

Exhibit No.		Description
10.1		Employment Agreement, by and between Mr. Jianguang Qian and the Company

4. As an ordinary resolution, to approve increasing the authorized share capital and number of authorized shares of the Company immediately after the Share Consolidation from US$50,000 divided into 9,000,000 Class A ordinary shares of a nominal or par value of US$0.005 each and 1,000,000 Class B ordinary shares of a nominal or par value of US$0.005 each to US$500,000 divided into 90,000,000 Class A ordinary shares of a nominal or par value $0.005 each and 10,000,000 Class B ordinary shares of a nominal or par value $0.005 each.

The shareholders approved the proposal.

For		Against		Abstain
130,014,961		256,136		40

5. As a special resolution, to approve, upon approval of the Share Consolidation Proposal and the Share Increase Proposal, that the current memorandum and articles of association of the Company be amended and restated to reflect the Share Consolidation and Share Increase (the “M&A Amendment”), and that the registered office service provider to the Company be authorized to make any and all filings necessary by the foregoing with the Registrar of Companies of the Cayman Islands as required by applicable Cayman Islands law (the “Filing Proposal”).

The shareholders approved the proposal.

For		Against		Abstain
130,018,221		251,426		1,490

Exhibits

Exhibit No.		Description
99.1		Amended and Restated Memorandum and Articles of Association

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, thereunto duly authorized.

Date: ~~March~~August 1821, 2024

NFT Limited By : /s/ Kuangtao Wang Name : Kuangtao Wang Title : Chief Executive Officer

Filing Compare · NFT Ltd