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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

Washington,\nD.C. 20549

Form\n6-K

REPORT\nOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER

THE\nSECURITIES EXCHANGE ACT OF 1934

For\nthe month of October 2026

Commission\nFile Number: 333-268865

NFT\nLimited

(Translation\nof registrant’s name into English)

Office\nQ 11th Floor, Kings Wing Plaza 2,

No.1\nKwan Street, Sha Tin, New Territories

Hong\nKong
\nTel: +86-13061634962

(Address\nof principal executive office)

Indicate\nby check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form\n20-F ☒ Form 40-F ☐

Pricing\nand Closing of Three Registered Direct Offerings

On\nOctober 6, 8, and 9, 2026, NFT Limited (the “Company”) entered into three securities purchase agreements (“Purchase Agreements”)\nwith certain investors in connection with three separate registered direct offerings (the “October 6 Offering,” “October\n8 Offering,” and “October 9 Offering,” respectively, and collectively, the “Offerings”). The October 6\nOffering, October 8 Offering, and October 9 Offering closed on October 7, 9, and 13, 2026, respectively.

In\nthe October 6 Offering, the Company issued 1,890,000 units, consisting of 150,000 common units and 1,740,000 pre-funded units. Each common\nunit consisted of one Class A ordinary share, par value $0.04 per share (the “Ordinary Share”), and one common warrant (the\n“Common Warrant”) to initially purchase one Ordinary Share (the “Common Units”), at an offering price of $1.35 per\nCommon Unit. Each pre-funded unit consisted of one pre-funded warrant to purchase one Ordinary Share (the “Pre-Funded Warrant”),\nand one Common Warrant (the “Pre-Funded Units”), at an offering price of $1.31 per Pre-Funded Unit, which was equal to the\npublic offering price per Common Unit, less the $0.04 exercise price per Pre-Funded Warrant. The gross proceeds from the October 6 Offering\nwere approximately $2.55 million. After deducting placement agent fees and offering expenses, net proceeds were approximately $2.12 million.\nThe Company intends to use the net proceeds for the development, operation and expansion of its NFT artwork trading platform business\nand its AI robotics project, working capital and general corporate purposes, and the purchase of insurance coverage for the Company’s\ndirectors and officers.

In\nthe October 8 Offering, the Company issued 1,000,000 units, consisting of 600,000 Common Units with an offering price of $1.00 per Common\nUnit, and 400,000 Pre-Funded Units with an offering price of $0.96 per Pre-Funded Unit, which was equal to the public offering price\nper Common Unit, less the $0.04 exercise price per Pre-Funded Warrant. The gross proceeds from the October 8 Offering were approximately\n$1.0 million. After deducting placement agent fees and offering expenses, net proceeds were approximately $0.85 million. The Company\nintends to use the net proceeds for the development, operation and expansion of its NFT artwork trading platform business and its AI\nrobotics project, working capital and general corporate purposes.

The\nOctober 9, 2026 Offering was conducted on the same terms as the October 8 Offering described above. The gross proceeds from the October\n9 Offering were approximately $1.0 million. After deducting placement agent fees and offering expenses, net proceeds were approximately\n$0.875 million. The Company intends to use the net proceeds for the same purposes as those described above for the October 8 Offering.

Each\nCommon Warrant is immediately exercisable upon issuance (subject to the beneficial ownership cap), is initially exercisable for one\nOrdinary Share at the applicable initial exercise price, subject to adjustments as described below, and expires five years from the date of issuance. Each Pre-Funded Warrant\nhas an exercise price of $0.04 per Ordinary Share, is immediately exercisable upon issuance (subject to the beneficial ownership\ncap), and may be exercised at any time until exercised in full.

The\nCommon Warrants and Pre-Funded Warrants share have certain features, including but not limited to the following:

Beneficial\nOwnership Limitation. A holder may not exercise Pre-Funded Warrants or Common Warrants to the extent that such exercise would result\nin the holder beneficially owning more than 4.99% or 9.99% of the Company’s outstanding Ordinary Shares, at the election of the holders.\nIf the holder initially elects a 4.99% limitation, the holder may subsequently increase the limitation to up to 9.99% upon at least 61\ndays’ prior written notice to the Company.

Adjustments.\nThe exercise price and the number of Ordinary Shares issuable upon exercise of the Common Warrants are subject to adjustment upon the\noccurrence of certain events, including stock dividends, stock splits, combinations, reclassifications, and similar transactions affecting\nthe Ordinary Shares (each, a “Share Combination Event”). Each time the Share Combination Event occurs, in addition and after\ngiving effect to the adjustments for that Share Combination Event elsewhere in the Common Warrants, the exercise price shall be reduced,\nbut in no event increased, to the lowest VWAP during the period commencing five consecutive trading days immediately preceding and the\nfive consecutive trading days immediately following the Share Combination Event Date (as applicable, the “Event Market Price”);\nprovided, that in calculating the Event Market Price, the VWAP for Trading Days prior to the date of the Share Combination Event shall\nbe the VWAP reported after adjusting for the Share Combination Event. The number of shares issuable under the Common Warrants will be\nincreased such that the aggregate exercise price under the Common Warrants, after taking into account the decrease in the exercise price,\nshall be equal to the aggregate exercise price on the issuance date for the warrant shares then subject to the Common Warrants. In addition,\nif at any time while the Common Warrants are outstanding, the Company sells, enters into an agreement to sell, or grants any option to\npurchase, or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option\nto purchase or other disposition) any Ordinary Shares or securities convertible or exercisable into Ordinary Shares, except for certain\nexempt issuances (each a “Subsequent Equity Sale”), for a per share price less than the then effective exercise price of\nthe Common Warrant in effect immediately prior to such Subsequent Equity Sale (such lower price, the “Base Share Price”),\nthe exercise price of the Common Warrant shall be reduced to the lower of (1) the Base Share Price and (2) the lowest VWAP during the\nperiod commencing five consecutive trading days immediately preceding and ending on the fifth Trading Day immediately following the consummation\nof such issuance.

Fundamental\nTransactions. In the event of a fundamental transaction, as described in the Common Warrants and the Pre-Funded Warrants and generally\nincluding, with certain exceptions, any reorganization, recapitalization or reclassification of our Ordinary Shares, the sale, transfer\nor other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person,\nthe acquisition of more than 50% of our outstanding Ordinary Shares or 50% of the voting power of our equity shares, the holders of the\nCommon Warrants and the Pre-Funded Warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities,\ncash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction.

The\nCompany agreed to a 30-day restriction following the closing of each of the Offerings on the issuance of Ordinary Shares or convertible\nor exercisable securities, and on related registration statement filings, subject to certain exceptions.

Concurrently\nwith the execution of the Purchase Agreement on October 6, 2026, the officers and directors of the Company entered into lock-up agreements\n(the “Lock-Up Agreements”) pursuant to which they have agreed, among other things, not to sell or dispose of any Ordinary\nShares which are or will be beneficially owned by them for the period commencing on October 6, 2026, and ending 60 days after the closing\nof the October 6 Offering.

In\naddition, the Company entered into three placement agency agreements, each on the same terms, dated October 6, 8, and 9, 2026, respectively\n(collectively, the “Placement Agency Agreements”), with Maxim Group LLC, as exclusive placement agent (the “Placement\nAgent”), pursuant to which the Placement Agent agreed to act as the sole lead/exclusive placement agent in connection with each\nof the Offerings. The Company agreed to pay the Placement Agent an aggregate fee equal to 6% of the gross proceeds raised in each Offering.\nThe Company also agreed to reimburse the Placement Agent for the reasonable and documented out of pocket expenses, including reasonable\nand documented legal expense, of the Placement Agent.

The\nCompany granted Maxim Group LLC a 12-month right of first refusal on future equity and debt offerings following the closing of each of\nthe Offerings, and agreed to pay a tail fee equal to 6.0% of the gross proceeds received by the Company from any financing of equity,\nequity-linked, convertible or debt securities or other capital-raising activity consummated within twelve (12) months of March 10, 2026,\nto the extent such financing or capital is provided by investors contacted or introduced by Maxim during the term of the Placement Agency\nAgreements.

Copies\nof the form of each of the Purchase Agreements, the Common Warrants, the Pre-Funded Warrants, the Lock-Up Agreements and the Placement\nAgency Agreements are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, and are incorporated herein by reference.\nThe foregoing summaries of the terms of the Purchase Agreements, the Common Warrants, the Pre-Funded Warrants, the Lock-Up Agreements\nand the Placement Agency Agreements are subject to and qualified in their entirety by each such document.

On\nOctober 6, 2026, October 8, 2026, and October 9, 2026, the Company issued press releases announcing the pricing of the October 6 Offering,\nthe October 8 Offering, and the October 9 Offering, respectively. Copies of the press releases are attached hereto as Exhibits 99.6,\n99.7 and 99.8 and are incorporated herein by reference. The copies of the legal opinions issued by the Company’s Cayman Islands\ncounsel Conyers Dill & Pearman LLP for the three Offerings are attached hereto as Exhibits 5.1, 5.2, and 5.3.

Exhibits

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit\n No.		Description
5.1		Legal Opinion of Conyers Dill & Pearman LLP dated October 7, 2026
5.2		Legal Opinion of Conyers Dill & Pearman LLP dated October 9, 2026
5.3		Legal Opinion of Conyers Dill & Pearman LLP dated October 13, 2026
99.1		Form of Securities Purchase Agreement
99.2		Form of Common Warrant
99.3		Form of Pre-Funded Warrant
99.4		Form of Lock-Up Agreement
99.5		Placement Agency Agreement
99.6		Press Release dated October 6, 2026
99.7		Press Release dated October 8, 2026
99.8		Press Release dated October 9, 2026

SIGNATURES

Pursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned, thereunto duly authorized.

Dated:\nOctober 13, 2026

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	NFT LIMITED

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

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