MI

On March 04, 2013, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a 2-for-1 forward stock split of its Common Stock (the “Forward Stock Split”), which increased the number of shares of Common Stock issued and outstanding from approximately 11.5 million shares to approximately 23.1 million shares

Pursuant to the Stock Purchase Agreement dated as of July 31, 2014, Yong Li, an individual purchased a total of 22,185,230 (pre- Reverse Stock Split) restricted shares of common stock of the Company from a group of three former shareholders of the Company. ... The shares represented approximately 95% of the Company’s then issued and outstanding common stock. The sale was consummated on August 28, 2014. As a result of the transaction, there was a change in control of the Company.

Our common share was originally quoted on the OTCBB from October 2013 under the designation “CARD”. ... Our common share began trading on the NYSE American from March 22, 2017.

Due to the recent regulatory scrutiny by PRC governments on digital asset related business, the artwork unit trading platform operated by the PRC subsidiary Tianjin Takung was suspended by the local authority. The Management became aware of the suspension on or around November 8, 2021.

The Redomicile was approved by the Company’s shareholders on May 25, 2023 and became effective on September 18, 2023 (the “Effective Time”).

来源：20-F 2026 Item 4.A；Takung FY2020 10-K Item 5（10-K 2021-03-31）；F-4/A 2023-02-07（附 Takung FY2021 报表）；6-K 2023-09-08；25-NSE。

2026-09-18 基底回查补入：迁册 6-K 的附件 2.2 是一张图片（ex2-2_001.jpg），没有文字版，正文检索扫不到。图片内容是开曼公司注册处出具的合并证书（编号 CT-394393），本轨逐字转录如下：

Certificate Of Merger — I, MELANIE E. RIVERS, Assistant Registrar of Companies in and for the Cayman Islands DO HEREBY CERTIFY, pursuant to the Companies Act, that all the requisitions of the said Act in respect of a Merger were complied with and that Takung Art Co., Ltd. (a company incorporated in State of Delaware) Merged into NFT Limited effective the 18th day of September Two Thousand Twenty-Three. Given under my hand and Seal at George Town in the Island of Grand Cayman this 6th day of September Two Thousand Twenty-Three.

（上句由本轨从图片转录，非机器文本；图片在 6-K 2023-09-08 附件 2.2，Takung 侧同件见 8-K 2023-09-08。证书上的生效日与 6-K、25-NSE 所写的 2023-09-18 一致。）

NFT Exchange LIMITED has received 30 million USD proceeds on September 1,2022 for PIPE executed on July 27,2022 and NFT Exchange LIMITED has received 30 million USD proceeds on April 6,2022 for PIPE executed on April 14,2022. NFT Exchange LIMITED receives funds on behalf of Takung Art Co., Ltd.

来源：Takung Q3 2022 10-Q（10-Q 2022-11-21）。两批合计入账 60,000,007 美元、20,619,533 股（Takung FY2022 10-K 权益变动表）。

Prepayment of NFT platform software development | 98,664,545

The amount of $98,664,545 is the prepayment for platform software development. None of the suppliers of platform software development is related party of the Company and all the prepayment was refunded to the Company in April 2026 due to the failure of the platform software development.

In April 2026, due to the failure of the platform software development, the Company entered into a termination agreement for the project and received a full refund of the prepayment for software development in the amount of $98,664,545.

The Company identified material weaknesses in its internal control over the procurement and payment cycle in relation to a significant software acquisition. These deficiencies included inadequate vendor due diligence, absence of a formal business needs assessment, lack of a comprehensive feasibility study (including financial projections), insufficient approval procedures with unclear authorization and segregation of duties, and inadequate contract and scope documentation. As a result, the vendor misunderstood the Company’s requirements, overestimated its technical capabilities, and may fail to deliver in accordance with contractual terms, exposing the Company to significant financial and operational risks.

来源：20-F 2026（附注 4、附注 13 期后事项、Item 15）。注意内控段写「may fail to deliver」（将来时），期后事项段写已「received a full refund」，两段在同一份文件里。

The Company entered into twelve development and procurement agreements with three technology service providers to upgrade the technological infrastructure and functionality of its art pledge platform. The total contract value of $39,175,392 is payable within ten days of execution and recorded as advance payments.

There are no material subsequent events that require disclosure in these unaudited consolidated financial statements.

来源：6-K/A 2026-03-10 附件 99.2。这份修订半年报在 2026-03-10 才补交附注；此时票据已转股、预付款已增至 9,866 万，但期后事项仍写「无」。原 6-K：6-K 2025-09-26。

As of December 31, 2024, we have $86,623,643 in cash deposited with the Silkroad International Bank.

The Company’s cash and cash equivalents totaled approximately US$86.6 million as of December 31, 2024, representing substantially all of the Company’s total assets that are held in a single foreign financial institution. We identified and evaluated cash and cash equivalents as a critical audit matter due to the significance of these balances to the financial statements, concentration of cash and cash equivalents in a single financial institution, and the inherent risk of misappropriation.

As of December 31, 2025, we have $7,109,472 in cash deposited with the Silkroad International Bank. The Central Bank of Djibouti (BCD) regulates the banking sector ... Therefore we do not believe there is any insurance for the cash deposited with the Silkroad International Bank.

We maintain substantial cash deposits with a Djibouti-based bank that is not subject to deposit insurance protections, and foreign exchange restrictions in Djibouti may limit our ability to access, convert, or repatriate funds.

来源：20-F 2025（风险因素、审计报告）、20-F 2026、424B4 风险摘要。另外，2025 年中 6-K 与其修订版对同一日期的存款写了两个数（59,736,459 与 62,406,205 美元）。

Our historical net tangible book value as of December 31, 2025 was US$99,684,186, or US$556.96 per Class A Ordinary Share.

... our pro forma as adjusted net tangible book value as of December 31, 2025 would have been US$1.76 million or US$556.96 per Class A Ordinary Share.

来源：424B4 Dilution 一节（原文把「调整后」写成 176 万美元，每股仍写 556.96，前后不一致，照录）。算式：99,684,186 ÷ 178,980 = 556.96。

On January 25, 2026, Takung Exchange Ltd, the Company’s subsidiary in Wyoming, entered into a Supply Chain Financing Framework Agreement, as amended, with Solarlink Group Inc., an integrated solar and renewable energy company, where Solar Link agrees to procure through Takung Exchange’s financing mechanism up to 1.2 GW equivalent of solar module components per year, at an estimated average procurement cost of USD 0.15 per watt.

来源：PR Newswire 2026-02-17（本机存档 MI/pr/sources/prnewswire_2026-02-17_supply_chain_finance.html）。EDGAR 上 2026-02 没有任何 6-K；20-F 2026 的业务描述里也没有这项服务。标题的「USD 500 Million」即 1.2 GW × 0.15 美元/瓦 × 年，属新闻稿自己的算法。当天盘中 6.70 美元（今天口径 536.00），是 52 周最高点，收盘回落到 4.71 美元。

...solely to register an additional 500,000 shares of our common stock... issuable under our 2015 Incentive Stock Plan, as amended, which increase in shares was approved by our shareholders at our annual shareholders meeting on October 15, 2017.

increase The total number of shares authorized for issuance under the 2015 incentive stock plan of the Company (the “Plan”) by 1,166,745 shares from 1,537,000 shares to 2,703,745 shares of common stock

来源：S-8 2021-04-21、DEF 14A 2021-12-09、8-K 2021-12-30（赞成 5,326,899）。

Whereas, the closing price of the Common Stock has dropped from $17.71 as of May 27, 2021 to $6.17 as of August 13, 2021; Whereas, in order to reflect the change in the trading price of the Common Stock, the Company has requested to change the Old Purchase Price...

On September 9, 2021, an aggregate amount of 1,558,480 restricted shares at a price of $6.5 was issued to the BVI entity. The Company recognized the carrying amount of this equity investment, $10,630,120, in noncurrent asset.

来源：8-K 2021-06-01、8-K 2021-09-15（修订协议）、10-K FY2021。原约定 282,000 + 290,000 股（make-good），股价下跌后改为 771,040 + 787,440 股，总价不变。

On July 8, 2021, Takung Art Co., Ltd... entered into a securities purchase agreement... and a registration rights agreement... with an institutional investor... the Company sold 571,429 shares... to the Investor at a price of $8.75 per share, for gross proceeds of $5,000,000 before deducting the placement agent fee and offering expenses

On July 8, 2021, we entered into a Securities Purchase Agreement... with Sabby Volatility Warrant Master Fund, Ltd. (the “Selling Shareholder”)

来源：8-K 2021-07-13、S-3 2021-07-23、Form D。

Pursuant to the Amended SPA, the Company agreed to sell 10,238,910 units... The purchase price of each Unit is $2.93. The gross proceeds... approximately $30 million.

...initial exercise price of $3.1375 for cash... cashlessly if at any time after the nine-month anniversary... The Warrants shall expire two years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions.

来源：8-K 2022-02-23（原 SPA，后终止）、8-K 2022-03-25（A&R SPA）、8-K 2022-04-15（交割）。原文不一致：8-K 写每单位附「three shares」权证，A&R SPA 前言把旧协议写成「one share」；权证表格写「Warrant Shares: 3,071,673」，恰为 30,716,730 的 1/10。

Upon further discussion among the parties, on August 24, 2022, the termination date of the Warrant has been amended from five (5) years to one and a half (1.5) years, and the exercise price for each Warrant has been amended from $3.6125 to $2.375.

The transaction contemplated by the SPA was closed on September 13, 2022

来源：8-K 2022-06-28（原 SPA：15,789,474 单位 × $1.9）、8-K 2022-07-29（改为 10,380,623 × $2.89）、8-K 2022-08-30（改权证）、8-K 2022-09-13。两批合计入账 20,619,533 股、60,000,007 美元。

Subject to the provisions of Section 16 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 5,240,000 Shares.

If approved by the Company’s shareholders, the 2023 Plan will be effective as of October 7, 2022 (the date that the Company’s Board of Directors approved the 2023 Plan).

The Company’s stockholders approved the adoption of the Company’s 2023 Equity Incentive Plan (the “2023 Plan”).

来源：Takung DEFR14A 2023-04-21（议案 7 与附件 G）、Takung 8-K 2023-05-25（赞成 19,232,376、反对 164,589、弃权 31,967）。

这一条是 2026-09-18 基底全量回查时补上的：当时 Takung 只按「2020-12 起 + 指定表格」的子集下载，委托书虽在盘上，但抽取时漏了这项议案。

同一份计划在文件里有三个名字：委托书议案叫「2023 equity incentive plan」，作为附件 G 附上的计划正文标题是「2022 EQUITY INCENTIVE PLAN」、定义条款写「“Plan” means this 2022 Equity Incentive Plan」，F-4 合并协议又写 NFT 承接的是「2018 Equity Incentive Plan」（三处原文如此，另与 Takung 各 10-K 所称「2015 Incentive Stock Plan」也不同名）。迁册后的去向未见一手件；NFT 三份 20-F（FY2023／FY2024／FY2025）全文检索均未出现「2023 Plan」；三份 20-F 都写当年没有授予期权。

(d) Adjustment Upon Issuance of Ordinary Shares. If and whenever on or after the Initial Exercise Date, the Company issues or sells (or enters into any agreement to issue or sell), or in accordance with this Section 3 is deemed to have issued or sold, any Ordinary Shares ... for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance ... then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price.

(d) Mandatory Exercise. If at any time from and after the date hereof, the closing price of the Company’s Ordinary Shares on the Trading Market equals or exceeds $0.3105 [footnote 1: Equals to 150% of the Exercise Price] per Ordinary Share ... for twenty (20) consecutive Trading Days ... then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise

The November Warrant holders exercised all of the November Warrants on a cashless basis on June 6, 2024, and the Company issued 489,880 Class A ordinary shares from the authorized Class A ordinary shares of the Company on June 6, 2024.

来源：权证表格 3(d)、2(d)、6-K 交割、20-F 2025。「No brokers fees, finders fees...」——SPA 写明没有中介费。买方名单（SPA Exhibit B）未披露。

...the Company agreed to sell an aggregate of 69,983,770 units ... with an initial exercise price of $0.276 per Share, at a price of $0.221 per Unit, for an aggregate purchase price of approximately $15.47 million

The Warrants contain a mandatory exercise right for the Company to force exercise of the Warrants if the Company’s Shares trades at or above $0.414 per Share, for 20 consecutive trading days

On July 9, 2024, 1,399,675 warrant shares were fully exercised.

来源：6-K 2024-01-11、权证表格、6-K 交割、20-F 2025。1,399,675 份权证无现金换出 979,770 股。

There are four tranches warrants exercised cashless 21,501,710 on March 1, 2024, 14,532,865 on February 13, 2024, 489,880 on June 17, 2024 and 979,770 on July 9, 2024 respectively

As of December 31, 2023, there were no outstanding stock options and no other securities that would potentially be converted ...

来源：20-F 2025 现金流量表补充披露、20-F 2024 附注。第二句说截至 2023 年末没有其他可转换证券，与 2024 年 2–3 月出现 3,600 万股无现金行权并列。当时仍在期内的只有 N1、N2（分别于 6 月、7 月行权）和 Takung 2022 年两批 Reg S 权证（T4、T5）。

the Conversion Price shall be automatically reduced and only reduced to equal such lower effective price per share. ... Such adjustments described above to the Conversion Price shall be permanent

Balance into Ordinary Shares is $2.1614 per share (the “Conversion Price”).

11. Reserved. 12. Reserved.

However, it appears that you removed Sections 11 and 12, which included such ownership limitations, from the Amended and Restated Convertible Promissory Note. Please revise your analysis accordingly and make appropriate revisions to your prospectus.

the ownership limitations referenced in the initial analysis and prospectus disclosure were inadvertently carried over from the original Convertible Promissory Note.

The beneficial ownership limitations included in the original Notes were intentionally removed in the amended and restated Notes

来源：6-K 2025-05-07、6-K 交割、A&R 票据、SEC 意见函 2025-08-21、公司回函 2025-09-08（同一封信先写「inadvertently」后写「intentionally」）。十家买方均为以「Inc」结尾的公司，F-1/A1 补列的控制人各为一名个人（如 Eagle Wealth Investment 由 Yunlong Li 控制），F-1/A1。SPA 还约定每家可按同条件再投 100 万美元（未见行使），并写着「Nasdaq Listing Rule 5635(d) does not apply」——公司是在 NYSE American 上市，原文如此。

Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our Class A Ordinary Shares in any 12-month period so long as the aggregate market value of our voting and non-voting common equity held by non-affiliates remains below $75,000,000.

it appears you are not eligible to file a registration statement on Form F-3 at this time.

来源：F-3、F-3/A1、A2、A3、A4、A5、SEC 意见函 2025-03-13、EFFECT。

Net Number = (A x B)/C ... (A)= the total number of shares with respect to which this Warrant is then being exercised; (B) = the Black Scholes Value (as defined herein); and (C) = the lower of the two Closing Bid Prices of the Ordinary Shares in the two days prior to the time of such exercise ..., but in any event not less than the Floor Price.

“Black Scholes Value” means the Black Scholes value of an option for one Ordinary Share at the date of the applicable Cashless Exercise, as such Black Scholes value is determined, calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Exercise Price, as adjusted, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate, (iii) a strike price equal to the Exercise Price in effect at the time of the applicable Cashless Exercise, (iv) an expected volatility equal to 175%, and (v) a deemed remaining term of the Warrant of five (5) years (regardless of the actual remaining term of the Warrant).

“Floor Price” means a price equal to the higher of (1) the lower of the two Closing Bid Prices of the Ordinary Shares in the two days prior to the time of such applicable exercise, but in any event not less than $0.25 or (2) $0.834

来源：权证表格、424B5、6-K 2026-03-12。

人话：Black-Scholes 值是按「股价等于行权价、波动率 175%、剩余 5 年」算出来的，这个值和当天真实股价无关，接近行权价本身。除以一个很低的市价（底价 0.834 美元）后，每份权证能换约 4.77 股。3/10 收盘 0.71 美元低于底价，所以按底价算，720,779 份权证最多换 3,439,689 股，实际几乎打满。424B5 自己写道：「we believe it is highly unlikely that a holder of the Warrants would pay an exercise price in cash」。

The Company issued 437,957 units, consisting of 279,600 units (the “Common Units”) and 158,357 pre-funded units (the “Pre-Funded Units”). ... The gross proceeds from the Offering were approximately $2.01 million. After deducting placement agent fees and offering expenses, net proceeds were approximately $1.76 million.

来源：6-K 2026-08-28、424B4、F-1、EFFECT。F-1 草稿原计划按 8.46 美元发 591,016 单位；定价前一天收 7.23 美元，最终 4.60 美元。

Each Pre-Funded Warrant has an exercise price of $0.04 per Ordinary Share, is immediately exercisable upon issuance (subject to the beneficial ownership cap), and may be exercised at any time until exercised in full.

来源：附件 99.3、Intracoastal 13G。

the Exercise Price shall be reduced, but in no event increased, to the lowest VWAP during the period commencing five consecutive Trading Days immediately preceding and ending on the fifth Trading Day immediately following the Share Combination Event Date ... For each adjustment of the Exercise Price under this Section 3(b) the number of Warrant Shares issuable upon exercise of this Warrant ... shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price on the Issuance Date for the Warrant Shares then outstanding.

h) Subsequent Equity Sale. If the Company at any time while this Warrant is outstanding, shall sell, enter into an agreement to sell, or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue ... any Ordinary Shares or Ordinary Share Equivalents other than Exempt Issuances ..., at an effective price per share less than the Exercise Price then in effect ... the Exercise Price shall be reduced, but in no event increased, to the lower of the (1) Base Share Price and the (2) lowest VWAP during the period commencing five consecutive Trading Days immediately preceding and ending on the fifth Trading Day immediately following the consummation of such Dilutive Issuance

i) Floor Price. Other than any adjustments made pursuant to Section 3(b) and Section 3(h) above, in no event, at any time while this Warrant is outstanding shall the Exercise Price be adjusted to a price that is less than the Floor Price ... In no event shall the Exercise Price be less than the par value of the Ordinary Shares.

来源：附件 99.2 普通权证、424B4 风险因素示例表。另外，豁免发行（Exempt Issuance）包括「securities issued in one or more private placement transactions to non-U.S. persons in compliance with Regulation S」：公司再做 Reg S 私募不触发 3(h)（SPA 定义）。

On February 26, 2026, the board of directors of the Company approved and adopted the 2026 Equity Incentive Plan (the “2026 Plan”) ... the Company reserved an aggregate of 2,147,000 Class A ordinary shares for issuance, representing approximately 15.0% of the Company’s issued and outstanding Class A ordinary shares as of the record date. In connection with the 2026 Plan, the Company also authorized the registration of the shares issuable under the plan on a Form S-8 registration statement.

来源：20-F 2026 期后事项。

口径：Nasdaq 日线（已调整到今天）÷80。「当时实际收盘」列：生效日前的行再 ÷50。量为 1:50 后股数。Yahoo 列只做 1:50 调整，本身就是同一口径。

口径：Nasdaq 日线（已调整）。「当时实际收盘」列：生效日前的行 ÷80。Yahoo 列在生效日前 ×80 折算（Yahoo 未记录这次并股）。量为 1:80 后股数；成交量为 0 的日子 Nasdaq 原始数据显示 N/A。

Effective on December 1, 2025, Mr. Kuangtao Wang resigned from his positions as the director and chairman ... and the Company’s chief executive officer.

On December 2, 2025, the Board appointed Mr. Yanying Wang as the chairman and a director of the Board ... and the Company’s chief executive officer

Effective May 7, 2026, Mr. Jianguang Qian, the Chief Financial Officer of NFT Limited (the “Company”), resigned from his position.

来源：6-K 2025-12-03、6-K 2026-05-08、6-K 2026-05-12、6-K 2024-08-21、Takung 8-K 2022-01-07、Takung 8-K 2023-07-10。

On October 31, 2025, Mr. Ronggang Zhang resigned from his position as a member of NFT Limited’s (the “Company”) board of directors (the “Board”) and the respective committees of the Board, effective on November 1, 2025.

Mr. Shuo Li has served as the Vice President of Saibo Holdings Group Co., Ltd since July 2021. Before that, Mr. Li was the regional manager of Beike Holdings Limited from May 2018 to July 2021.

On August 1, 2019, the Company has engaged Sing Leung Li as an external consultant as the Company’s Financial Consultant and accrued a monthly service fee of $5,000.

来源：6-K 2025-11-20、20-F 2026 Item 7.B、SOS 6-K 2025-11-12、SOS 20-F 2026-05-15。

Under the laws of the Cayman Islands, we are not required to solicit shareholder approval of stock plans, including those in which our officers or directors may participate; stock issuances that will result in a change in control; the issuance of our stock in related party transactions or other transactions in which we may issue 20% or more of our outstanding shares; or, below market issuances of 20% or more of our outstanding shares to any person.

来源：20-F 2026 Item 16G。

your annual report on Form 20-F for the fiscal year ended December 31, 2023 filed on May 16, 2024 does not appear to have been timely filed ... it does not appear that you meet the eligibility requirements set forth in General Instruction I.A.2 of Form F-3.

Our Form 20-F was ultimately filed on May 15, 2024, but as it was submitted after 5:30 PM ET due to certain delays from our financial printer, it was considered filed on the next business day.

来源：UPLOAD 2025-02-24、CORRESP 2025-03-07。