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 ~~December~~March ~~2025~~2026

Commission File Number: 333-268865

NFT Limited

(Translation of registrant’s name into English)

Office Q 11th Floor, Kings Wing Plaza 2,

No.1 Kwan Street, Sha Tin, New Territories

Hong Kong
Tel: +86-13061634962

(Address of principal executive office)

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 ☐

~~Departure~~Registered ofDirect ~~Certain Director~~Offering

~~Effective~~On onMarch ~~December 1~~10, ~~2025~~2026, ~~Mr. Kuangtao Wang resigned from his positions as the director and chairman of~~ NFT Limited’s (the “Company”) ~~board of directors~~ ~~(the~~entered ~~“Board”)~~into ~~and~~a ~~the~~securities ~~Company’s~~purchase ~~chief~~agreement ~~executive~~(“Purchase ~~officer.~~Agreement”) ~~Mr.~~with ~~Wang’s~~investors ~~resignation~~in ~~was~~connection ~~for~~with ~~personal~~a ~~reasons~~registered direct ~~and~~offering ~~was not~~ (the ~~result~~“Offering”). ofThe ~~any~~Offering ~~disagreement~~closed ~~with the Company~~ on ~~any~~March ~~matter relating to the Company’s operations~~11, ~~policies or practices~~2026.

~~Appointment~~The Company issued 720,779 units (the “Units”), each Unit consisting of ~~Certain~~one ~~Director~~Class A ordinary share, par value $0.005 per share (“Ordinary Share”), and one warrant to purchase one Ordinary Share (each, a “Warrant”), at an offering price of $3.85 per Unit, resulting in gross proceeds of approximately $2.77 million. After deducting placement agent fees and offering expenses, net proceeds were approximately $2.58 million. The Company intends to use the net proceeds for working capital and general corporate purposes.

OnEach ~~December~~Warrant 2,has ~~2025,~~an ~~the~~exercise ~~Board~~price ~~appointed~~of Mr$4.17 ~~Yanying~~per ~~Wang~~Ordinary asShare, ~~the~~is ~~chairman~~initially ~~and~~exercisable afor ~~director~~one ofOrdinary ~~the~~Share, ~~Board~~subject ~~(the~~to ~~“Chairman~~adjustment ~~Appointment”)~~as described below, and ~~the~~expires ~~Company’s~~five ~~chief~~years ~~executive~~from ~~officer (“~~the ~~CEO~~date ~~Appointment”)~~of ~~to fill the vacancy created by Mr~~issuance. ~~Kuangtao Wang’s resignation.~~

InBeneficial ~~connection~~Ownership ~~with~~Limitation. ~~the~~A ~~Chairman~~holder may ~~Appointment~~not ~~and CEO~~exercise ~~Appointment,~~Warrants to the ~~Company~~extent ~~entered~~that ~~into~~such anexercise ~~employment~~would ~~letter~~result ~~with~~in ~~Mr.~~the ~~Yanying~~holder ~~Wang~~beneficially ~~dated~~owning ~~December~~more 2,than ~~2025~~4.99% (of the ~~“Employment~~Company’s ~~Agreement”)~~outstanding Ordinary Shares. A holder may elect, ~~pursuant~~prior to ~~which~~issuance, ~~Mr.~~to ~~Wang~~increase ~~will~~this ~~receive~~threshold anto ~~annual~~9.99%, ~~salary~~and ofmay ~~$24,000~~subsequently ~~for~~increase the ~~his~~limitation ~~services~~to asup ~~the~~to ~~Company’s~~9.99% ~~chief executive~~upon ~~officer,~~at ~~director~~least ~~and~~61 ~~chairman~~days’ ofprior written notice to the ~~Board~~Company.

MrZero Cash Exercise. ~~Yanying~~During ~~Wang~~the ~~has~~period ~~served~~commencing at as9:00 ~~the~~a.m. ~~Technical Director~~(New ofYork ~~Tian’an~~City ~~Digital~~time) ~~Investment~~on March 12, 2026 and ending at 5:30 p.m. (~~Shenzhen~~New York City time) ~~Co.~~on March 25, ~~Ltd~~2026, ~~since~~the ~~December~~Warrants ~~2020~~may be exercised on a “zero cash exercise” basis, subject to the applicable beneficial ownership limitation. MrThe number of Ordinary Shares issuable upon a zero cash exercise is determined pursuant to a formula based on the Black-Scholes value of the Warrant and the recent closing bid prices of the Ordinary Shares, subject to a stated floor price of $0.834. ~~Wang~~Up ~~earned~~to ~~his~~an ~~Bachelor’s~~aggregate ~~degree~~of ~~majoring~~3,439,689 Ordinary inShares ~~Computer~~may ~~Science~~be ~~and~~issued ~~Technology~~if the Warrants are exercised in ~~1990~~full ~~from~~on ~~Hebei~~a ~~University~~zero cash exercise basis. Because holders may utilize the zero cash exercise feature, the Company believes it is highly unlikely that the Company will receive additional cash proceeds upon exercise of ~~Technology~~the Warrants.

Adjustments. The exercise price and the number of Ordinary Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of certain events, including stock dividends, stock splits, combinations, reclassifications, and similar transactions affecting the Ordinary Shares.

Fundamental Transactions. In the event of a “Fundamental Transaction” (as defined in the Warrants), including a merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, holders of Warrants are entitled to receive, upon exercise, the same consideration that they would have received had they held the underlying Ordinary Shares at the time of such transaction. In addition, holders may require the Company or its successor to redeem the Warrants for cash in an amount equal to the “Fundamental Transaction Black Scholes Value” of the remaining unexercised portion of the Warrants, concurrently with or within 30 days after the consummation of such Fundamental Transaction.

The Company agreed to a 10-day restriction on the issuance of Ordinary Shares or convertible or exercisable securities, and on related registration statement filings, subject to certain exceptions. The Company also agreed to a 30-day prohibition on variable rate transactions.

Concurrently with the execution of the Purchase Agreement, the officers and directors of the Company and affiliates of the Company entered into lock-up agreements (the “Lock-Up Agreement”) pursuant to which they have agreed, among other things, not to sell or dispose of any Ordinary Shares which are or will be beneficially owned by them for one hundred and twenty (120) days following the closing of the Offering.

~~There~~In ~~are~~addition nothe ~~family~~Company ~~relationships~~entered ~~among~~into ~~Mr.~~a ~~Wang~~placement agency agreement dated March 10, 2026 (the “Placement Agency Agreement”), with Maxim Group LLC, as exclusive placement agent ~~and~~(the ~~any~~“Placement ofAgent”), ~~our~~pursuant ~~other~~to ~~officers~~which ~~and~~the ~~directors.~~Placement ~~There~~Agent ~~are~~agreed noto ~~understandings~~act oras ~~arrangements~~the ~~between~~sole lead/exclusive placement agent in connection with the ~~incoming~~Offering. ~~directors~~The ~~and~~Company ~~officers~~agreed ~~and~~to pay the Placement Agent an aggregate fee equal to 6% of the gross proceeds raised ~~any~~in ~~other~~the ~~person~~Offering. ~~pursuant~~The Company also agreed to ~~which~~reimburse ~~they~~the ~~were~~Placement ~~appointed~~Agent as$50,000 ~~officers~~for the reasonable and ~~directors~~documented out of pocket expenses including reasonable and documented legal expense of the Placement Agent.

The ~~foregoing~~Company ~~description~~granted ofMaxim ~~the~~Group ~~Employment~~LLC ~~Agreement is~~ a ~~general~~12-month right ~~description~~of ~~only,~~first ~~does~~refusal ~~not~~on ~~purport~~future toequity beand ~~complete,~~debt offerings and isagreed ~~qualified~~to inpay ~~its~~a ~~entirety~~12-month bytail ~~reference~~fee equal to the ~~terms~~cash ofcompensation earned in the ~~form of~~Offering ~~employment~~if ~~agreement~~investors ~~furnished~~introduced ~~hereto~~by asMaxim ~~Exhibit~~Group ~~4.1~~LLC ~~and~~provide iscapital ~~incorporated~~to ~~herein~~the byCompany ~~reference~~during that period.

Copies of the form of each of the Purchase Agreement, the Warrants, the Lock-Up Agreement and the Placement Agency Agreement are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Purchase Agreement, Warrant, Lock-Up Agreement and Placement Agency Agreement are subject to and qualified in their entirety by each such document.

On March 10, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.5 and is incorporated herein by reference. A copy of the legal opinion issued by the Company’s Cayman Islands counsel Conyers Dill & Pearman LLP is attached hereto as Exhibit 5.1.

Exhibits

Exhibit No.		Description
4.1		Employment Agreement by and between the Company and Yanying Wang dated December 2, 2025
5.1		Legal Opinion of Conyers Dill & Pearman LLP
99.1		Form of Securities Purchase Agreement
99.2		Form of Warrant
99.3		Form of Lock-Up Agreement
99.4		Placement Agency Agreement
99.5		Press Release

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.

Dated: ~~December~~March 312, ~~2025~~2026

	NFT LIMITED

	By:	/s/ Yanying Wang
	Name:	Yanying Wang
	Title:	Chief Executive Officer

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