NFT Limited Private Placement

NFT Limited has entered into a securities purchase agreement (SPA) with non-U.S. persons for the sale of 80,000,000 Class A Ordinary Shares at $0.45 per share, totaling approximately $36 million. The net proceeds will be used for the development and expansion of its NFT artwork trading platform, an AI robotics project, working capital, and general corporate purposes. The SPA includes customary representations and warranties, and conditions to closing, such as NYSE American approval. The agreement is governed by New York law, and representations and warranties survive for three years post-closing.