Nft Limited 2026年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR (g)OF THE SECURITIES EXCHANGE ACT OF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscalyear ended December31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 Date of event requiring this shell company report:For the transition period from _________ to _____________.Commission file number: NFT Limited (Exact name of Registrant as Specified in its Charter) N/A(Translation of Registrant’s name into English) Cayman Islands(Jurisdiction of Incorporation or Organization) Office Q 11thFloor, Kings Wing Plaza 2,No.1 Kwan Street, Sha Tin, New TerritoriesHong Kong+86-13061634962(Address of Principal Executive Offices) Yanying Wang, Chief Executive OfficerOffice Q 11thFloor, Kings Wing Plaza 2,No.1 Kwan Street, Sha Tin, New TerritoriesHong KongTelephone: +86-13061634962Email:yanyingwang@nft-limited.com (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section12(b)of the Act: Title of each classTrading Symbol(s)Name of each exchange on whichregisteredClass A Ordinary Share par value $0.0005 pershareMINYSE American Securities registered or to be registered pursuant to Section12(g)of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report. The number of Class A ordinary shares, par value $0.005 outstanding as of December 31, 2025 is 14,318,410. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d)of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☒International Financial Reporting Standards as issued by theInternational Accounting Standards Board☐Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow: Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct). Yes☐No☒ TABLE OF CONTENTS INTRODUCTIONiiFORWARD-LOOKING INFORMATIONiiiPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STA