As filed with the U.S. Securities and Exchange
Commission on July 29, 2025
Registration No. 333-284912
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
NFT Limited
(Exact name of registrant
as specified in its charter)
| Cayman
Islands |
|
N/A |
|
Not
Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(Translation
of Registrant’s Name into English) |
|
(I.R.S.
Employer
Identification No.) |
Office Q 11th Floor,
Kings Wing Plaza 2,
No.1 Kwan Street, Sha
Tin, New Territories
Hong Kong
Tel: +86-19145546614
(Address of principal executive
offices, including zip code)
Puglisi & Associates
850 Library Avenue, Suite
204
Newark, DE 19711
302-738-6680
(Name, address including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Joan Wu, Esq.
Hunter Taubman Fisher &
Li LLC
950 Third Avenue, 19th
Floor
New York, NY 10022
Tel: (212) 530-2208
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box. ☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
| † |
The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 4 to the
Registration Statement on Form F-3 (File No. 333-284912) of NFT Limited is being filed for the sole purpose of filing certain updated
exhibits (Nos. 5.1 and 23.1). Accordingly, Part I, the prospectus, has been omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Cayman Islands law does not
limit the extent to which a company’s M&A may provide for indemnification of officers and directors, except to the extent any
such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil
fraud or the consequences of committing a crime. Our M&A requires us to indemnify our officers and directors for actions, costs,
charges, losses, damages and expenses (“Indemnified Losses”) incurred in their capacities as such unless such Indemnified
Losses arise from fraud or dishonesty of such directors or officers. This standard of conduct is generally the same as permitted under
the Delaware General Corporation Law for a Delaware corporation.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Item 9. Exhibits
| * | To
be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended. The
undersigned registrant hereby undertakes to file an application for the purpose of determining
the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture
Act (“Act”) in accordance with the rules and regulations prescribed by the Commission
under section 305(b)(2) of the Act. |
| ** | To
be filed by amendment or as an exhibit to a filing with the SEC under Section 13 or 15(d)
of the Securities Exchange Act of 1934 and incorporated by reference in connection with the
offering of securities to the extent required for any such offering. |
Item 10 Undertakings
| |
(a) |
The undersigned registrant
hereby undertakes: |
| |
(1) |
To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933; |
| |
(ii) |
To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement. |
| |
(iii) |
To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement. |
provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b).
| |
(2) |
That, for the purpose of
determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. |
| |
(3) |
To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| |
(4) |
That, for the purpose of
determining liability under the Securities Act of 1933 to any purchaser: |
| |
(i) |
Each prospectus filed by
the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and |
| |
(ii) |
Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date
such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date. |
| |
(5) |
That, for the purpose of
determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser: |
| |
(i) |
Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| |
(ii) |
Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| |
(iii) |
The portion of any other
free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and |
| |
(iv) |
Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser. |
| |
(b) |
That, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
| |
(c) |
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hong Kong, on July 29, 2025.
| |
NFT LIMITED |
| |
|
| |
By: |
/s/ Kuangtao
Wang |
| |
|
Name: |
Kuangtao Wang |
| |
|
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature
appears below hereby constitutes and appoints Kuangtao Wang as his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including his capacity as a director
and/or officer of the registrant), to sign any and all amendments and post-effective amendments and supplements to this registration
statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b)
under the U.S. Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection
therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the U.S. Securities Act of 1933, as amended, this Form F-3 registration statement has been signed by the following persons in the
capacities and on the date indicated.
| Signature |
|
Position |
|
Date |
| |
|
|
|
|
| /s/ Kuangtao Wang |
|
Chief Executive Officer and Chairman |
|
July 29, 2025 |
| Kuangtao Wang |
|
(principal executive officer) |
|
|
| |
|
|
|
|
| /s/ Jianguang Qian |
|
Chief Financial Officer |
|
July 29, 2025 |
| Jianguang Qian |
|
(principal financial officer and principal accounting officer) |
|
|
| |
|
|
|
|
| /s/ Doug Buerger |
|
Director |
|
July 29, 2025 |
| Doug Buerger |
|
|
|
|
| |
|
|
|
|
| /s/ Guisuo Lu |
|
Director |
|
July 29, 2025 |
| Guisuo Lu |
|
|
|
|
| |
|
|
|
|
| /s/ Ronggang (Jonathan) Zhang |
|
Director |
|
July 29, 2025 |
| Ronggang (Jonathan) Zhang |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933 as amended,
the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in
Newark, Delaware on July 29, 2025.
| |
By: |
/s/ Donald J. Puglisi |
| |
Name: |
Donald J. Puglisi |
| |
Title: |
Managing Director |
| |
|
Puglisi & Associates |
II-5
Exhibit 5.1
 |
CONYERS DILL & PEARMAN LLP |
| SIX, 2nd Floor, Cricket Square |
| PO Box 2681, Grand Cayman KY1-1111 |
| Cayman Islands |
| T + 1 345 945 3901 |
| conyers.com |
29 July 2025
Matter No.: 716354
1 345 814 7786
cora.miller@conyers.com
NFT Limited
c/o Conyers Trust Company (Cayman) Limited
Cricket Square, Hutchings Drive
P.O. Box 2681
Grand Cayman, KY1-111
Cayman Islands
Dear Sirs and Madams:
Re: NFT Limited (the “Company”)
We have acted as Cayman Islands legal advisers
to the Company in connection with the Company’s registration statement on Form F-3 (the “Registration Statement”,
which term does not include any other instrument of agreement whether or not specifically referred to therein or attached as an exhibit
or schedule thereto), to be filed with the Securities and Exchange Commission (the “SEC”) under the U.S. Securities
Act of 1933, as amended (the Act) on or around the date hereof (the “Prospectus”), in respect of an offering of
up to US$500,000,000 in the aggregate of Class A ordinary shares of the Company with a nominal or par value US$0.005 each (the “Shares”),
debt securities, warrants, units and rights to purchase the Shares (the “Securities”) to be issued by the Company on
the terms as set out in the Prospectus.
For the purposes of giving this opinion, we have
examined the following documents:
| 1.1. | the Registration Statement; and |
The documents listed in items 1.1 and 1.2 above
are herein sometimes collectively referred to as the “Securities Documents” (which term does not include any other instrument
or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
We have also reviewed:
| 1.3. | a copy of the Certificate of Incorporation dated 30 September 2022 and the First Amended and Restated
Memorandum and Articles of Association of the Company approved by special resolution passed on 18 March 2024 (the “Memorandum
and Articles of Association”), each certified by the Secretary of the Company on 19 June 2025 (collectively, the “Constitutional
Documents”); |
| 1.4. | a copy of unanimous written resolutions of the directors of the Company dated 16 January 2025 (the “Resolutions”); |
| 1.5. | a copy of a Certificate of Good Standing (the “Good Standing Certificate”) issued by
the Registrar of Companies in relation to the Company on 14 July 2025 (the “Certificate Date”); |
| 1.6. | a copy of a certificate of incumbency of the Company issued by Conyers Trust Company (Cayman) Limited
dated 19 June 2025 (the “Incumbency Certificate” and together with the Constitutional Documents, Good Standing Certificate,
Incumbency Certificate, Officer’s Certificate and the Resolutions, the “Corporate Documents”); |
| 1.7. | the results of our electronic searches against the Company at the Registrar
of Companies conducted on 14 July 2025 and the electronic Register of Writs and other Originating Process of the Grand Court of the Cayman
Islands conducted at 2:15 p.m. on 14 July 2025; and |
| 1.8. | such other documents and made such enquiries as to questions of law as we have deemed necessary in order
to render the opinion set forth below. |
We have assumed:
| 2.1. | the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether
or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; |
| 2.2. | that where a document has been examined by us in draft form, it will be or has been executed and/or filed
in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or
otherwise drawn to our attention; |
| 2.3. | the accuracy and completeness of all factual representations made in the Securities Documents, Corporate
Documents and other documents reviewed by us; |
| 2.4. | that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by
unanimous written resolutions, remain in full force and effect and have not been rescinded or amended; |
| 2.5. | that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would
have any implication in relation to the opinions expressed herein; |
| 2.6. | that the Company will issue the Securities pursuant to the Securities
Documents and in furtherance of its objects as set out in its Constitutional Documents; |
| 2.7. | that the Constitutional Documents will not be amended in any manner that would affect the opinions set
forth herein; |
| 2.8. | that, upon the issue of any Securities, the Company will receive consideration
for the full issue price thereof which shall be equal to at least the par value thereof; |
| 2.9. | no invitation has been or will be made by or on behalf of the Company
to the public in the Cayman Islands to subscribe for any Securities of the Company; |
| 2.10. | the transactions contemplated under the Securities Documents comply with the requirements of the applicable
rules of the New York Stock Exchange (“NYSE”); |
| 2.11. | that prior to, at the time of, and immediately following the approval of the transactions contemplated
by the Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will
enter, into the transactions contemplated by the Securities Documents for proper value and not with an intention to defraud or wilfully
defeat an obligation owed to any creditor or with a view to giving a creditor a preference; |
| 2.12. | the Company has not taken any action to appoint a restructuring officer; |
| 2.13. | the validity and binding effect under the laws of the United States of America of the Registration Statement
and that the Registration Statement will or have been duly filed with and declared effective by the SEC; |
| 2.14. | the Company will have sufficient authorized capital to effect the issue
of each of the Securities at the time of issuance pursuant to the Securities Documents; |
| 2.15. | that all necessary corporate action will be taken by or on behalf of
the Company to authorise and approve any issuance of Securities and related matters and that the applicable definitive purchase, underwriting
or similar agreement and, if debt securities are to be issued, the applicable indenture and any applicable supplements thereto, will be
duly approved, executed and delivered by or on behalf of the Company and all other parties thereto; and |
| 2.16. | save for the Corporate Documents, there are no resolutions, agreements, documents or arrangements which
materially affect, amend or vary the transactions contemplated by the Registration Statement. |
| 3.1. | We express no opinion with respect to the issuance of the Securities
pursuant to any provision of the Securities Documents that purports to obligate the Company to issue Securities following the commencement
of a winding up or liquidation of the Company. |
| 3.2. | Under Cayman Islands law, the register of members (shareholders) is
prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain
limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members
reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained
by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as
we are aware, such applications are rarely made in the Cayman Islands and there are no circumstances or matters of fact known to us on
the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register
of members of the Company, but if such an application were made in respect of the Securities, then the validity of such shares may be
subject to re-examination by a Cayman Islands court. |
| 3.3. | We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other
than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited
to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for your benefit and
use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any
other matter. |
On the basis of and subject to the foregoing,
we are of the opinion that:
| 4.1. | The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate
of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (As Revised) (“Act”),
a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no
knowledge that the Company is in default under the Act. |
| 4.2. | When
issued and recorded in the register of members of the Company in accordance with the Memorandum
and Articles of Association of the Company and paid for as contemplated by the Securities
Documents, the Securities will be validly issued, fully paid and non-assessable (which term
means when used herein that no further sums are required to be paid by the holders thereof
in connection with the issue of such Securities).
|
We hereby consent to the filing
of this opinion as exhibit 5.1 to the Registration Statement and further consent to all references to us in the Registration Statement
and any amendments thereto. In giving this consent, we do not consider that we are “experts” within the meaning of such term
as used in the Securities Act, or the Rules and Regulations of the Commission promulgated thereunder, with respect to any part of the
Registration Statement, including this opinion letter as an exhibit or otherwise.
Yours faithfully,
/s/ Conyers Dill & Pearman LLP
Conyers Dill & Pearman LLP
