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What changed in Next Technology Holding Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Next Technology Holding Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+186 added−93 removedSource: 10-K (2025-03-27) vs 10-K (2024-04-15)

Top changes in Next Technology Holding Inc.'s 2024 10-K

186 paragraphs added · 93 removed · 73 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

60 edited+38 added−14 removed145 unchanged
Biggest changeDividend Withholding Tax The Enterprise Income Tax Law states that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. 21 Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes (“Double Tax Avoidance Arrangement”) and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%.
Biggest changePursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes (“Double Tax Avoidance Arrangement”) and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%.
The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.
The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and a hierarchical protection system for data security.
The revised Provisions require that, among other things, (a) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (b) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations.
The revised Provisions require that, among other things, (a) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (b) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations.
If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to 5 administrative penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic companies; and (B) the majority of the issuer’s business activities are carried out in mainland China, or its main place(s) of business are located in mainland China, or the majority of its senior management team in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China.
If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic companies; and (B) the majority of the issuer’s business activities are carried out in mainland China, or its main place(s) of business are located in mainland China, or the majority of its senior management team in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China.
PRC Laws and Regulations on Employment and Social Welfare Labor Law of the PRC 22 Pursuant to the Labor Law of the PRC, which was promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1, 1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007, became effective on January 1, 2008 and was last amended on December 28, 2012, with the amendments coming into effect on July 1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards on workplace safety and hygiene in China, and educate employees on such rules and standards.
PRC Laws and Regulations on Employment and Social Welfare Labor Law of the PRC Pursuant to the Labor Law of the PRC, which was promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1, 1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007, became effective on January 1, 2008 and was last amended on December 28, 2012, with the amendments coming into effect on July 1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards on workplace safety and hygiene in China, and educate employees on such rules and standards.
Furthermore, changes in Chinese internal regulatory mandates, such as the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), the Anti-Monopoly Law, the Cybersecurity Law and the Data Security Law, may target the Company’s corporate structure and impact our ability to conduct business in Hong Kong, accept foreign investments, or list on an U.S. or other foreign exchange.
Furthermore, changes in Chinese internal regulatory mandates, such as the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), the Anti-Monopoly Law, the Cybersecurity Law and the Data Security Law, may target the Company’s corporate structure and impact our ability to conduct business in Hong Kong, accept foreign investments, or list on a U.S. or other foreign exchange.
This decrease in mining reward is referred to as a bitcoin halving, and it occurs after every 210,000 blocks are mined, which has historically occurred approximately every four years. 12 Modifications to the Bitcoin Protocol Bitcoin is an open-source network that has no central authority, so no one person can unilaterally make changes to the software that runs the network.
This decrease in mining reward is referred to as a Bitcoin halving, and it occurs after every 210,000 blocks are mined, which has historically occurred approximately every four years. Modifications to the Bitcoin Protocol Bitcoin is an open-source network that has no central authority, so no one person can unilaterally make changes to the software that runs the network.
If there is a significant change to current political arrangements between mainland China and Hong Kong, companies operating in Hong Kong such as us may face similar regulatory risks as those operated in PRC, including their ability to offer securities to investors, list their securities on a U.S. or other foreign exchange, conduct their business or accept foreign investment.
If there is a significant change to current political arrangements between mainland China and Hong Kong, companies operating in Hong Kong such as us may face similar regulatory risks as those operated in the PRC, including their ability to offer securities to investors, list their securities on a U.S. or other foreign exchange, conduct their business or accept foreign investment.
The State also establishes information reporting system and national security review system according to the Foreign Investment Law. PRC Laws and Regulations on Wholly Foreign-Owned Enterprises The establishment, operation and management of corporate entities in China are governed by the PRC Company Law, which was promulgated by the SCNPC on December 29, 1993 and became effective on July 1, 1994.
The State also establishes information reporting system and national security review system according to the Foreign Investment Law. 16 PRC Laws and Regulations on Wholly Foreign-Owned Enterprises The establishment, operation and management of corporate entities in China are governed by the PRC Company Law, which was promulgated by the SCNPC on December 29, 1993 and became effective on July 1, 1994.
In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign 10 jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA ultimately result in a determination by a securities exchange to delist the Company’s securities.
In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA ultimately result in a determination by a securities exchange to delist the Company’s securities.
The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. Under the PCAOB’s rules, a reassessment of a determination under the HFCAA may result in the PCAOB reaffirming, modifying or vacating the determination.
The PCAOB Board vacated its previous 2021 determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. Under the PCAOB’s rules, a reassessment of a determination under the HFCAA may result in the PCAOB reaffirming, modifying or vacating the determination.
This misuse, or the perception of such misuse, could lead to greater regulatory oversight of bitcoin and Bitcoin platforms, and there is the possibility that law enforcement agencies could close bitcoin platforms or other bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving bitcoin held via such 9 platforms or infrastructure.
This misuse, or the perception of such misuse, could lead to greater regulatory oversight of Bitcoin and Bitcoin platforms, and there is the possibility that law enforcement agencies could close Bitcoin platforms or other Bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving Bitcoin held via such platforms or infrastructure.
It was last amended on October 26, 2018 and the amendments became effective on October 26, 2018. Under the PRC Company Law, companies are generally classified into two categories, namely, limited liability companies and joint stock limited companies. The PRC Company Law 18 also applies to limited liability companies and joint stock limited companies with foreign investors.
It was last amended on October 26, 2018 and the amendments became effective on October 26, 2018. Under the PRC Company Law, companies are generally classified into two categories, namely, limited liability companies and joint stock limited companies. The PRC Company Law also applies to limited liability companies and joint stock limited companies with foreign investors.
We currently do not have any cash management policies in place. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.
We currently do not have any cash management policies in place. 9 We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.
Miners range from bitcoin enthusiasts to professional mining operations that design and build dedicated mining machines and data centers, including mining pools, which are groups of miners that act cohesively and combine their processing power to mine bitcoin blocks. Investors and Traders.
Miners range from Bitcoin enthusiasts to professional mining operations that design and build dedicated mining machines and data centers, including mining pools, which are groups of miners that act cohesively and combine their processing power to mine Bitcoin blocks. 11 Investors and Traders.
These adverse actions could cause the value of our securities to significantly decline or become worthless. 7 There may be prominent risks associated with our operations being in Hong Kong.
These adverse actions could cause the value of our securities to significantly decline or become worthless. There may be prominent risks associated with our operations being in Hong Kong.
For example, on July 30, 2021, Gary Gensler, Chairman of the SEC, issued a Statement on Investor Protection Related to Recent Developments in China, pursuant to which Chairman Gensler stated that he has asked the SEC staff to engage in targeted additional reviews of filings for companies with significant China-based operations. 8 Government Regulation The laws and regulations applicable to bitcoin and digital assets are evolving and subject to interpretation and change.
For example, on July 30, 2021, Gary Gensler, Chairman of the SEC, issued a Statement on Investor Protection Related to Recent Developments in China, pursuant to which Chairman Gensler stated that he has asked the SEC staff to engage in targeted additional reviews of filings for companies with significant China-based operations. 4 Government Regulation The laws and regulations applicable to Bitcoin and digital assets are evolving and subject to interpretation and change.
ITEM 1. BUSINESS Overview NEXT TECHNOLOGY HOLDING INC (Formerly known as “WeTrade Group, Inc”) (the “Company”) was incorporated in the State of Wyoming on March 28, 2019. As of December 31, 2023, the Company pursue two corporate strategies. One business strategy is to continue providing software development services, and the other strategy is to acquire and hold bitcoin.
ITEM 1. BUSINESS Overview Next Technology Holding Inc (Formerly known as “WeTrade Group, Inc”) (the “Company”) was incorporated in the State of Wyoming on March 28, 2019. As of December 31, 2024, the Company pursue two corporate strategies. One business strategy is to continue providing software development services, and the other strategy is to acquire and hold Bitcoin.
We may be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the CSRC, if we fail to comply with such rules and regulations, which could adversely affect the ability of the Company’s securities to continue to trade on the OTCQB, which may cause the value of our securities to significantly decline or become worthless.
We may be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the CSRC, if we fail to comply with such rules and regulations, which could adversely affect the ability of the Company’s securities to continue to trade on the NASDAQ, which may cause the value of our securities to significantly decline or become worthless.
We may rely on dividends to be paid by our Hong Kong and PRC subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses.
We may rely on dividends to be paid by our Hong Kong and BVI subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses.
The Chinese government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves.
The Chinese government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like ourselves.
Competition The AI-enable software development market is highly competitive and subject to rapidly changing technology and market conditions. Our ability to compete successfully depends on a number of factors within and outside of our control.
Competition The AI-enabled software development market is highly competitive and subject to rapidly changing technology and market conditions. Our ability to compete successfully depends on a number of factors within and outside of our control.
If adoption of the Bitcoin network continues to materially increase, we anticipate that service providers may expand the currently available range of services and that additional parties will enter the service sector for the Bitcoin network. 13 Revenue Model In the business of providing AI-enable software development services and solutions, we derive our revenue from AI-software development and technical supporting services.
If adoption of the Bitcoin network continues to materially increase, we anticipate that service providers may expand the currently available range of services and that additional parties will enter the service sector for the Bitcoin network. Revenue Model In the business of providing AI-enabled software development services and solutions, we derive our revenue from AI-software development and technical supporting services.
Software development We provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS software solutions for businesses of all types, including industrial and other businesses.
Software development We provide AI-enabled software development services to our customers, which include developing, designing, and implementing various SAAS software solutions for businesses of all types, including industrial and other businesses.
NEXT TECHNOLOGY HOLDING INC. is permitted under the Wyoming laws to provide funding to our subsidiaries in Singapore, Hong Kong and PRC through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.
Next Technology Holding Inc. is permitted under the Wyoming laws to provide funding to our subsidiaries in Hong Kong and BVI through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.
One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures.
One of the major revisions to the revised Provisions is to expand their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures.
If our Hong Kong and PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.
If our Hong Kong and BVI subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.
On January 5, 2024, the Chancery Court entered a preliminary injunction order (attached hereto). Specifically, the order restrained Mr.
On January 5, 2024, the Chancery Court issued a preliminary injunction order (attached hereto), which specifically restrained Mr.
We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.
We view our Bitcoin holdings as being held for trading and expect to continue to accumulate Bitcoin. We have not set any specific target for the amount of Bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financing to purchase additional Bitcoin.
The current reward for miners that successfully validate a block of transactions is 6.25 bitcoin per mined block. Based on current mining rates, we anticipate the reward will decrease by half to 3.125 bitcoin per mined block sometime in April 2024.
The current reward for miners that successfully validate a block of transactions is 3.125 Bitcoin per mined block. Based on current mining rates, we anticipate the reward will decrease by half to 1.5625 Bitcoin per mined block sometime in 2028.
PRC Laws and Regulations on Taxation Enterprise Income Tax 20 The Enterprise Income Tax Law of the People’s Republic of China (the “EIT Law”) was promulgated by the Standing Committee of the National People’s Congress on March 16, 2007 and became effective on January 1, 2008, and was later amended on February 24, 2017 and on December 29, 2018 separately.
These reserves are not distributable as cash dividends. 17 PRC Laws and Regulations on Taxation Enterprise Income Tax The Enterprise Income Tax Law of the People’s Republic of China (the “EIT Law”) was promulgated by the Standing Committee of the National People’s Congress on March 16, 2007 and became effective on January 1, 2008, and was later amended on February 24, 2017 and on December 29, 2018 separately.
Transfers of Cash to and from Our Subsidiaries NEXT TECHNOLOGY HOLDING INC. is a holding company with no operations of its own. We conduct our operations in Hong Kong and China primarily through our subsidiaries in both Hong Kong and China.
Transfers of Cash to and from Our Subsidiaries Next Technology Holding Inc. is a holding company. We conduct our operations in Hong Kong primarily through our subsidiaries in both Hong Kong and BVI.
Dai Zheng and his affiliates from the following conduct: (i) acting as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates; (ii) making any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company; (iii) making any attempts to change the board composition and executive team; (iv) disseminating false statements regarding the Company and its leadership; (v) making any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents; (vi) making any attempts to issue the Company’s shares. 16 REGULATIONS This section sets forth a summary of the principal PRC laws and regulations relevant to our business and operations in China.
Zheng Dai and his affiliates from the following conduct: (i) acting as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates; (ii) making any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company; (iii) making any attempts to change the board composition and executive team; (iv) disseminating false statements regarding the Company and its leadership; (v) making any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents; (vi) making any attempts to issue the Company’s shares.
According to the above regulations, a Foreign-invested Enterprise should get approval by MOFCOM before its establishment and operation. 19 PRC Laws and Regulations on Foreign Exchange Registration of Foreign Investment Enterprises Pursuant to the Notice of State Administration of Foreign Exchange on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China by Foreign Investors promulgated by the SAFE, or the Notice, upon establishment of a foreign investment enterprise pursuant to the law, registration formalities shall be completed with the foreign exchange bureau.
PRC Laws and Regulations on Foreign Exchange Registration of Foreign Investment Enterprises Pursuant to the Notice of State Administration of Foreign Exchange on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China by Foreign Investors promulgated by the SAFE, or the Notice, upon establishment of a foreign investment enterprise pursuant to the law, registration formalities shall be completed with the foreign exchange bureau.
Some of these factors include software quality, performance and reliability; the quality of our service and support teams; marketing and prospecting effectiveness; the ability to incorporate artificial intelligence and other technically advanced features; and our ability to differentiate our products.
Our ability to compete successfully depends on a number of factors within and outside of our control. Some of these factors include software quality, performance and reliability; the quality of our service and support teams; marketing and prospecting effectiveness; the ability to incorporate artificial intelligence and other technically advanced features; and our ability to differentiate our products.
This case was dismissed without prejudice on October 18, 2023. On October 18, 2023, the same individuals who filed the above-described derivative suit filed a direct action against the Company in the Chancery Court of the State of Wyoming (the “Chancery Court”), again seeking control of the Company.
On October 18, 2023, the same individuals who previously filed the above-described derivative suit initiated a direct action against the Company in the Chancery Court of the State of Wyoming (the “Chancery Court”), once again seeking control of the Company.
If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed. As of the date hereof, the Company is in compliance with the regulations regarding Hong Kong taxation. ITEM 1A. RISK FACTORS Not applicable as we are a smaller reporting company.
If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed. As of the date hereof, the Company is in compliance with the regulations regarding Hong Kong taxation. 21
Social Insurance and Housing Fund Pursuant to the Social Insurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October 28, 2010 and became effective on July 1, 2011, employers in the PRC shall provide their employees with welfare schemes covering basic pension insurance, basic medical insurance, unemployment insurance, maternity insurance, and occupational injury insurance.
We have entered into written employment contracts with all the employees and performed their obligations under the relevant PRC laws and regulations. 19 Social Insurance and Housing Fund Pursuant to the Social Insurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October 28, 2010 and became effective on July 1, 2011, employers in the PRC shall provide their employees with welfare schemes covering basic pension insurance, basic medical insurance, unemployment insurance, maternity insurance, and occupational injury insurance.
Employers shall pay remuneration to employees on time and in full accordance with the commitments set forth in their employment contracts and with the relevant PRC laws and regulations. We have entered into written employment contracts with all the employees and performed their obligations under the relevant PRC laws and regulations.
Employers shall pay remuneration to employees on time and in full accordance with the commitments set forth in their employment contracts and with the relevant PRC laws and regulations.
As noted above, activities involving bitcoin and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope. On March 9, 2022, President Biden signed an executive order relating to cryptocurrencies.
As noted above, activities involving Bitcoin and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope.
The following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and digital asset impairment losses during the period: Digital asset original cost basis Digital asset gain / (losses) Digital asset market value Approximate number of Bitcoin held Balance at December 31, 2022 — — — — Digital asset purchase 24,990,000 — 35,206,901 833 Digital asset gain/ (loss) — 10,216,901 — — Balance at December 31, 2023 24,990,000 10,216,901 35,206,901 833 4 Regulatory Permissions and Developments Our counsel as to PRC law has advised us that the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or results of operations.
The following table presents a roll-forward of our Bitcoin holdings, including additional information related to our Bitcoin purchases, fair value change in digital asset and number of Bitcoin held during the year: Digital asset original cost basis Fair value change in digital asset Digital asset fair value Number of Bitcoin held Balance on December 31, 2022 - - - - Digital asset purchase $ 24,990,000 - $ 35,137,576 833 Fair value gain on digital asset - $ 10,147,576 - - Balance on December 31, 2023 $ 24,990,000 $ 10,147,576 $ 35,137,576 833 Fair value gain on digital asset - $ 43,184,854 $ 43,184,854 - Balance on December 31, 2024 $ 24,990,000 $ 53,332,430 $ 78,322,430 833 1 Regulatory Permissions and Developments Our counsel as to PRC law has advised us that the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or results of operations.
In such circumstances, where a PRC domestic company is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted. 6 On February 24, 2023, the CSRC, together with the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009.
In such circumstances, where a PRC domestic company is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.
These filings were false and should be disregarded. 15 On September 28, 2023, a derivative lawsuit was filed by certain purported shareholders affiliated with the Unauthorized Persons in the United States District Court for the District of Wyoming against certain officers and directors of the Company, seeking control of the Company.
On September 28, 2023, a derivative lawsuit was filed by certain purported shareholders affiliated with the Unauthorized Persons in the United States District Court for the District of Wyoming against certain officers and directors of the Company, seeking control of the Company. This case was dismissed without prejudice on October 18, 2023.
These laws and regulations govern the establishment, modification, including changes to registered capital, shareholders, corporate form, merger and split, dissolution and termination of Foreign-invested Enterprises.
These laws and regulations govern the establishment, modification, including changes to registered capital, shareholders, corporate form, merger and split, dissolution and termination of Foreign-invested Enterprises. According to the above regulations, a Foreign-invested Enterprise should get approval by MOFCOM before its establishment and operation.
The following table sets forth the number of our employees by function: Functional Area Number of Employees Operating 3 Technology 2 General and Administrative 1 Financial Department 2 Total 8 We provide employee benefits for each employee in accordance with Hong Kong law. These include pension, medical, unemployment, work injury and maternity insurance, and a housing provident fund.
The following table sets forth the number of our employees by function: Functional Area Number of Employees Operating 1 Technology 2 General and Administrative 1 Financial Department 2 Total 6 We provide employee benefits to each employee in compliance with the legal requirements of their jurisdiction of residence, including statutory pension, medical insurance, unemployment insurance, work injury coverage, maternity protection, and a housing provident fund.
The Company responded to the lawsuit, sought a temporary restraining order restraining the plaintiff-shareholders and their affiliates (including the Unauthorized Persons) from claiming be in control of the Company. On November 7, 2023, the Chancery Court issued a temporary restraining order substantially restraining the plaintiff-shareholders and their affiliates from claiming to act on behalf of the Company.
In response, the Company contested to the lawsuit and sought a temporary restraining order to prevent the plaintiff-shareholders and their affiliates (including the Unauthorized Persons) from asserting control over the Company. On November 7, 2023, the Chancery Court granted a temporary restraining order substantially restraining Mr.
National laws and regulations relating to data protection, cybersecurity and anti-monopoly have not been listed in Annex III and do not apply directly to Hong Kong and, as such, we are advised by our counsel as to PRC law that that the CAC and CSRC do not currently have jurisdiction over companies operating in Hong Kong.
National laws and regulations relating to data protection, cybersecurity and anti-monopoly have not been listed in Annex III and do not apply directly to Hong Kong and, as such, we are advised by our counsel as to PRC law that the CAC and CSRC do not currently have jurisdiction over companies operating in Hong Kong. 3 Our counsel as to PRC law has advised us that we are not currently required to obtain any permission or approval from the CSRC, the CAC or any other regulatory authority in the PRC for our operations, the trading of our securities on the NASDAQ and the offering of our securities to foreign investors.
The applicable tax rates shall be adjusted from 16% to 13% and from 10% to 9%, respectively. The VAT rate applicable to the company is currently 6%; the income tax rate applicable to the company is 25%. We are also eligible for receiving tax refund according to certain favorable government policies starting from 2021.
The applicable tax rates shall be adjusted from 16% to 13% and from 10% to 9%, respectively. The VAT rate applicable to the company is currently 6%; the income tax rate applicable to the company is 25%.
When companies breach these regulations and fail to pay up housing provident fund contributions in full amount as due, the housing provident fund administration center shall order such companies to pay up within a designated period, and may further apply to the People's Court for mandatory enforcement against those who still fail to comply after the expiry of such period.
When companies breach these regulations and fail to pay up housing provident fund contributions in full amount as due, the housing provident fund administration center shall order such companies to pay up within a designated period, and may further apply to the People’s Court for mandatory enforcement against those who still fail to comply after the expiry of such period. 20 Regulations Related to our Business Operations in Hong Kong Business registration requirement The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business.
While the executive order did not mandate the adoption of any specific regulations, it instructed various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. CBDC. On September 16, 2022, the White House released a framework for digital asset development, based on reports from various government agencies, including the U.S.
For example: ● On March 9, 2022, President Biden signed an executive order relating to cryptocurrencies. While the executive order did not mandate the adoption of any specific regulations, it instructed various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. CBDC.
However, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets.
However, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets. 5 In addition, since transactions in Bitcoin provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering.
The M&A Rules also require that an Overseas SPV formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such Overseas SPV’s securities on an overseas stock exchange.
The M&A Rules also require that an Overseas SPV formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such Overseas SPV’s securities on an overseas stock exchange. 15 Regulations on Internet Information Security and Privacy Protection In November 2016, the Standing Committee of the National People’s Congress, or the SCNPC, promulgated the Cyber Security Law of the PRC , or the Cyber Security Law, which became effective on June 1, 2017.
Bitcoin Industry and Market Bitcoin is a digital asset that is issued by and transmitted through an open-source protocol, known as the Bitcoin protocol, collectively maintained by a peer-to-peer network of decentralized user nodes.
We have not set any specific target for the amount of Bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financing to purchase additional Bitcoin. 10 Bitcoin Industry and Market Bitcoin is a digital asset that is issued by and transmitted through an open-source protocol, known as the Bitcoin protocol, collectively maintained by a peer-to-peer network of decentralized user nodes.
The lawsuit remains pending as at reporting date. On November 30, 2023, the Company responded to plaintiffs’ arguments that they controlled the Company, pointing out that plaintiffs’ case (Mr. Dai Zheng and his affiliates) was largely built upon forged signatures and other fabricated materials. In response, the plaintiffs withdrew their opposition to the Company’s request for an injunction.
Zheng Dai and his affiliates from claiming to act on behalf of the Company. 13 On November 30, 2023, the Company responded to plaintiffs’ allegations, demonstrating that their claims—brought by Mr. Zheng Dai and his affiliates—were largely based upon forged signatures and other fabricated materials. In response, the plaintiffs withdrew their opposition to the Company’s request for an injunction.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must undergo a cybersecurity.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must undergo a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. 2 On February 17, 2023, with the approval of the State Council, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023.
Pijun Liu, and certain individuals under their control (the “Unauthorized Persons”) had been falsely and repeatedly holding themselves out as representing and/or authorized to represent the Company. For example, the Unauthorized Persons caused to be filed certain current reports on Forms 8-K dated September 28, 2023 and October 10, 2023, in which they purported to appoint new officers and directors.
For example, the Unauthorized Persons caused to be filed certain current reports on Forms 8-K dated September 28, 2023 and October 10, 2023, in which they purported to appoint new officers and directors. These filings were false and should be disregarded.
Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. 11 Overview of Business and Industry Software Development We provide AI-enabled software development services to our customers in USA, Hong Kong, China and Singapore, which included developing, designing and implementing various SAAS software solutions for business of all types, including industrials and other businesses.
Overview of Business and Industry Software Development We provide AI-enabled software development services to our potential customers in USA, Hong Kong and Singapore, which included developing, designing and implementing various SAAS software solutions for business of all types, including industrials and other businesses. The analytics market is highly competitive and subject to rapidly changing technology and market conditions.
We do not maintain key man insurance, insurance policies covering damages to our network infrastructures or information technology systems nor any insurance policies for our properties. During the fiscal years 2023 and 2022, we did not make any material insurance claims in relation to our business. Legal Proceedings Since mid-September 2023, Mr. Zheng Dai, Mr.
We do not maintain business interruption insurance or product liability insurance, which are not mandatory under Hong Kong and PRC laws. We do not maintain key man insurance, insurance policies covering damages to our network infrastructures or information technology systems nor any insurance policies for our properties.
Failure to perform in these or other areas may reduce the demand for our offerings and materially adversely affect our revenue from both existing and prospective customers. 14 Domain We have the right to use the following domain registration issued in the USA: Number Issue Date Expiration Date Registration Agency Domain Name 1 2023/09/15 2024/09/14 GoDaddy Operating Company, LLC wetradegroup.technology Our Employees As of the date hereof and in the fiscal year 2023, we have, 8 full-time employees.
Domain We have the right to use the following domain registration issued: Number Issue Date Expiration Date Registration Agency Domain Name 1 2024/09/01 2026/09/01 Alibaba Cloud Computing Ltd. nxtttech.com 12 Our Employees As of the date hereof and in the fiscal year 2024, we have 6 full-time employees.
There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets. Implications of Holding Foreign Company Accountable Act On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Company Accountable Act, or the HFCAA.
This settlement does not include any settlement of the SEC’s complaint against Binance referenced above. ● On October 10, 2024, the SEC filed a complaint against Cumberland DRW LLC, alleging violations of Section 15(a) of the Exchange Act (related to regulation of “brokers” and “dealers”), including references to Cumberland’s activities regarding Bitcoin. 8 Implications of Holding Foreign Company Accountable Act On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Company Accountable Act, or the HFCAA.
Removed
On February 17, 2023, with the approval of the State Council, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023.
Added
On February 24, 2023, the CSRC, together with the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009.
Removed
Our counsel as to PRC law has advised us that that we are not currently required to obtain any permission or approval from the CSRC, the CAC or any other regulatory authority in the PRC for our operations, the trading of our securities on the OTCQB and the offering of our securities to foreign investors.
Added
Our business operations are not currently impacted by the cryptocurrency restrictions imposed by the Chinese government (collectively, the “PRC Crypto Restrictions”) in any material respect, even though the Chinese government has adopted an increasingly stringent approach in recent years, as outlined and discussed below.
Removed
In addition, since transactions in bitcoin provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering.
Added
On December 3, 2013, the People’s Bank of China, China’s central bank (“PBoC”), issued the Notice on Preventing Risks Associated with Bitcoin , emphasizing that Bitcoin should be deemed as a virtual commodity rather than a fiat currency. This notice prohibits financial and payment institutions in China from providing Bitcoin-related services, highlighting the potential risks of money-laundering associated with Bitcoin.
Removed
Department of Treasury, the Department of Justice, and the Department of Commerce.
Added
Further tightening the regulatory environment, on September 4, 2017, the PBoC issued the Announcement on Preventing Risks Associated with Financing Activities through ICOs , which prohibits the initial coin offerings (ICOs) which was characterized as a potentially criminal activity, potentially involving suspected illegal issuance and sales of tokens and notes, unauthorized public issuance of securities, illegal fundraising, financial fraud, and Ponzi schemes.
Removed
Current PRC regulations permit our PRC subsidiaries to pay dividends to Next Technology only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
Added
The most recent regulatory measure came on September 24, 2021, when the PBoC, along with nine other Chinese national government bodies, issued the Notice Regarding Further Prevention and Management of Risks Associated with Cryptocurrency Trading Hype banning overseas cryptocurrency exchanges from providing services to residents in mainland China.
Removed
In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital.
Added
This notice also prohibits individuals in mainland China from working for overseas exchanges, and restricts companies and individuals from providing marketing, payment, settlement services or technical support to these exchanges.
Removed
Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors.
Added
A comprehensive monitoring system was also established to oversee cryptocurrency activities of individuals and companies in mainland China, giving local authorities extensive authority to monitor their regions and raise early warning flags. We believe our business operations are not currently subject to these PRC Crypto Restrictions.
Removed
The analytics market is highly competitive and subject to rapidly changing technology and market conditions. Our ability to compete successfully depends on a number of factors within and outside of our control.
Added
We are not a PRC company, nor do we plan to open or retain any PRC subsidiaries. We are not a financial or payment institution operating within China either. We closed our PRC subsidiaries in July 2024 and currently do not conduct any business activities within China.
Removed
We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.
Added
We do not engage in any exchange business between fiat currency and cryptocurrency or among cryptocurrencies. We do not issue digital tokens through ICOs or otherwise, nor do we provide marketing, payment, settlement services or related technical support for any cryptocurrency exchanges.
Removed
For example, we provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for our employees in compliance with applicable Hong Kong and PRC laws. We do not maintain business interruption insurance or product liability insurance, which are not mandatory under Hong Kong and PRC laws.
Added
Our involvement with Bitcoin is limited to purchasing and holding Bitcoins, which is not prohibited under the PRC Crypto Restrictions.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our principal executive office is located at Room 519, 05/F Block T3, Qianhai Premiert Finance Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, People Republic of China. The office has 200 square meters and the lease runs from January 1, 2023 to December 31, 2025.
Biggest changeITEM 2. PROPERTIES Our principal executive office is located at Room 519, 05/F Block T3, Qianhai Premiert Finance Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, People’s Republic of China. The office lease term is from January 1, 2023 to December 31, 2025.
The following table sets forth the leases term and monthly rent: Lease Term Address Space (square meters) January 1, 2023 to December 31, 2025 Room 519, 05/F Block T3, Qianhai Premiert Finance Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, People Republic of China. 200
The following table sets forth the lease term and monthly rent: Lease Term Address Space (square meters) January 1, 2023 to December 31, 2025 Room 519, 05/F Block T3, Qianhai Premiert Finance Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, People’s Republic of China. 200 22
Added
The rent of Shenzhen office was paid by the shareholders and no lease agreement was signed by the Company.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe lawsuit remains pending as at reporting date. On November 30, 2023, the Company responded to plaintiffs’ arguments that they controlled the Company, pointing out that plaintiffs’ case (Mr. Dai Zheng and his affiliates) was largely built upon forged signatures and other fabricated materials. In response, the plaintiffs withdrew their opposition to the Company’s request for an injunction.
Biggest changeOn November 30, 2023, the Company responded to plaintiffs’ allegations, demonstrating that their claims—brought by Mr. Zheng Dai and his affiliates—were largely based upon forged signatures and other fabricated materials. In response, the plaintiffs withdrew their opposition to the Company’s request for an injunction.
Dai Zheng and his affiliates from the following conduct: (i) acting as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates; (ii) making any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company; (iii) making any attempts to change the board composition and executive team; (iv) disseminating false statements regarding the Company and its leadership; 25 (v) making any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents; (vi) making any attempts to issue the Company’s shares.
Zheng Dai and his affiliates from the following conduct: (i) acting as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates; (ii) making any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company; (iii) making any attempts to change the board composition and executive team; (iv) disseminating false statements regarding the Company and its leadership; (v) making any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents; (vi) making any attempts to issue the Company’s shares.
On October 18, 2023, the same individuals who filed the above-described derivative suit filed a direct action against the Company in the Chancery Court of the State of Wyoming (the “Chancery Court”), again seeking control of the Company.
On October 18, 2023, the same individuals who previously filed the above-described derivative suit initiated a direct action against the Company in the Chancery Court of the State of Wyoming (the “Chancery Court”), once again seeking control of the Company.
On January 5, 2024, the Chancery Court entered a preliminary injunction order (attached hereto). Specifically, the order restrained Mr.
On January 5, 2024, the Chancery Court issued a preliminary injunction order (attached hereto), which specifically restrained Mr.
The Company responded to the lawsuit, sought a temporary restraining order restraining the plaintiff-shareholders and their affiliates (including the Unauthorized Persons) from claiming be in control of the Company. On November 7, 2023, the Chancery Court issued a temporary restraining order substantially restraining the Mr. Dai Zheng and his affiliates from claiming to act on behalf of the Company.
In response, the Company contested to the lawsuit and sought a temporary restraining order to prevent the plaintiff-shareholders and their affiliates (including the Unauthorized Persons) from asserting control over the Company. On November 7, 2023, the Chancery Court granted a temporary restraining order substantially restraining Mr. Zheng Dai and his affiliates from claiming to act on behalf of the Company.
Removed
The Company is controlled by its current board of directors, composed of the following personnel: Lichen Dong (Chairman of the Board), Lim Kian Wee, Mahesh Thapaliya, and Jianbo Sun as of reporting date. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 26 PART II
Added
The Company remains under the control of its current board of directors, which, as of the reporting date, consists of the following personnel: Lichen Dong (Chairman of the Board), Tian Yang, Mahesh Thapaliya, and Jianbo Sun. 23 On April 8,2024, the Chancery Court dismissed the plaintiffs’ case with prejudice , allowing the Company to reserve its right to seek fees.
Added
The Company’s counterclaims against plaintiffs were later dismissed without prejudice upon stipulation on June 11, 2024. On September 6, 2024, the same individuals initiated a new lawsuit against the Company in the Wyoming State District Court, with a sole cause of action seeking inspection of certain corporate records.
Added
On October 30, 2024, the Company responded the complaint, denying plaintiffs’ allegations and arguing that plaintiffs had failed to satisfy the statutory requirements necessary for corporate records inspection. On December 9, 2024, one of the plaintiffs, Wenwen Yu, filed a motion for preliminary injunction to enjoin future share issuances by the Company.
Added
On December 27, 2024, the Company opposed Yu’s motion, asserting that it was entirely without merit. The motion is currently set for a hearing on April 9, 2025. Separately, on May 15, 2024, another lawsuit was filed against the Company in the New York County Supreme Court (the “NY Court”), seeking repayment of certain loans allegedly guaranteed by the Company.
Added
On September 9, 2024, the Company moved to dismiss the case on the grounds of forum non conveniens and lack of personal jurisdiction, given that the alleged guarantees—signed by Zheng Dai and Pijun Liu—were unauthorized and, therefore, null and void. As of the reporting date, the Company’s motion remains pending before the NY Court. ITEM 4.
Added
MINE SAFETY DISCLOSURES Not applicable. 24 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 26 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 27 Item 5A. Selected Financial Data 28 Item 6. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7. Quantitative and Qualitative Disclosures about Market Risk 33 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 24 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25 Item 6. Reserved 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 32 Item 8.
Removed
Financial Statements and Supplementary Data 33 Item 9. Controls and Procedures 33

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans As of December 31, 2023, there are no compensation plans under which our equity securities are authorized for issuance. 27 Recent Sales of Unregistered Securities On June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1 for 185 reverse stock split (“Reverse Stock Split”).
Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans As of December 31, 2024, there are no compensation plans under which our equity securities are authorized for issuance.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not, nor did anyone on our behalf or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) of the Exchange Act, repurchase any outstanding shares of our common stock during any month of our fiscal year ended December 31, 2023.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not, nor did anyone on our behalf or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) of the Exchange Act, repurchase any outstanding shares of our common stock during any month of our fiscal year ended December 31, 2024.
Holders As of the close of business on December 31, 2023, there were approximately 2,700 holders of record of our common stock. Dividends We have not declared any cash dividends on our common stock during our two most recent fiscal years. In the near future, we intend to retain any earnings to finance the development and expansion of our business.
Holders As of the close of business on March 27, 2025, there were approximately 358 holders of record of our common stock. Dividends We have not declared any cash dividends on our common stock during our two most recent fiscal years. In the near future, we intend to retain any earnings to finance the development and expansion of our business.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the Nasdaq Capital Market under the symbol “NXTT”.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the Nasdaq Capital Market under the symbol “NXTT”. The last reported sales price for our shares of common stock on the Nasdaq Capital Market as of December 31, 2024 was $2.44 per share.
As of March 31, 2024, we had approximately 2,700 shareholders of record for our common stock. Transfer Agent The transfer agent for our common stock is Globex Transfer LLC. The transfer agent’s telephone number and address is (813) 344-4490 and 780 Deltona Blvd, Deltona, FL 32725.
As of March 27, 2025, we had approximately 358 shareholders recorded on the book for our common stock. Transfer Agent The transfer agent for our common stock is Transhare Corporation . The transfer agent’s telephone number and address are (303) 662-1112 and Bayside Center 1,17755 US Highway 19 N, Suite 140, Clearwater FL 33764 .
Removed
The following table sets forth, for the periods indicated since then, the high and low closing prices of our common stock on the Nasdaq Capital Market as reported by Yahoo Finance.
Added
Recent Sales of Unregistered Securities 2023 Subscriptions On August 31, 2023, the Company issued to certain investors (i) 105,400 shares of common stock at a per share purchase price of $5.85, and (ii) warrants to purchase up to 105,400 shares of common stock at an exercise price of $5.15 per share.
Removed
High bid Low bid Fiscal Year 2024 March 31, 2023 $ 6.66 $ 3.83 Fiscal Year 2023 December 31, 2023 $ 6.2 $ 2.1 September 30, 2023 $ 14.3 $ 2.8 June 30, 2023(from June 9, 2023, post-reverse stock split) 47.1 6.8 March 31, 2023 The last reported sales price for our shares of common stock on the Nasdaq Capital Market as of March 31, 2024 was $6.22 per share.
Added
The exercise period for each warrant is five (5) years from July 26, 2023. The sale of the securities described herein was made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder.
Removed
The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503 to 1,054,530 shares, with the par value unchanged at zero. In September, 2023, there are 1,570,600 shares issued with the total amount of $12,616,454, the Company’s common stock issued has been increased to 2,625,130 shares as of December 31, 2023.
Added
On September 13, 2023, the Company issued to certain investors 1,465,200 shares of common stock at a per share purchase price of $8.19.
Added
The shares of common stock were offered and sold pursuant to exemptions from the registration requirements of Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. 25 The Future Dao Transaction On April 17, 2024, the Company issued 3,940,000 shares of common stock with a total valuation of $13,396,000 to consummate the acquisition of 2,000 ordinary shares of Future Dao Group Holding Limited.
Added
The issuance was made in reliance on an exemption from the registration requirements of Section 4(a)(2) of the Securities Act. Settlement of Professional Fees In May 2024, the Company issued 411,280 shares of common stock to several professionals as settlement for the outstanding professional fees in the aggregate amount of $1,974,140 owed by the Company to these professionals.
Added
The issuance was conducted pursuant to exemptions from the registration requirements of Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.
Added
The Amended BTC Transaction On March 12, 2025 (the “Closing Date”), the Company issued to the BTC Sellers (as defined below) their respective portions of 135,171,078 Shares (as defined below) and Warrants (as defined below) to purchase 294,117,647 shares of common stock pursuant to the terms of the Amended BTC Contract (as defined below).
Added
This issuance was made as part of the consummation of the Amended 5,000 BTC Transaction (as defined below). The exercise period for each Warrant is five (5) years from the initial exercise of such Warrant and the exercise price of such Warrant is nil.
Added
Concurrently with the issuance of the Warrants, the BTC Sellers indicated to the Company of their intent to immediately exercise the Warrants to purchase all of the 294,117,647 shares of common stock thereunder. Accordingly, the Company issued to each BTC Seller the respective Warrant Shares on the Closing Date.
Added
Pursuant to the Amended BTC Contract, the aggregate purchase price for the 5,000 Bitcoin in the Amended 5,000 BTC is $150.00 million.
Added
The Company applied a previously-made prepayment amount of $12.13 million toward the purchase price, and shares of the Company’s common stock issued in the Amended 5,000 BTC Transaction were valued at $1.02 per share.As of the transaction date, the market price is $0.34 per share and total consideration for acquisition of 5,000 Bitcoin is $158.08 million.
Added
The offer and sale of the Shares, the Warrants and the Warrant Shares were conducted in reliance on the exemption from registration provided by Regulation D and/or Regulation S of the Securities Act. The issuance is intended to be made in a private transaction that does not involve a public offering.
Added
The Shares, the Warrants and the Warrant Shares were issued without the use of any form of general solicitation or advertising.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Removed
ITEM 7. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item pursuant to Item 305 of Regulation S-K.
Added
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions.
Added
See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this annual report . Overview Next Technology Holding Inc (Formerly known as “WeTrade Group Inc”) was incorporated in the State of Wyoming on March 28, 2019. We currently pursue two corporate strategies.
Added
One business strategy is to continue providing software development services, and the other strategy is to acquire and hold Bitcoin. Software development We provide AI-enabled software development services to our customers, which include developing, designing, and implementing various SAAS software solutions for businesses of all types, including industrial and other businesses.
Added
Bitcoin Acquisition Strategy Our Bitcoin acquisition strategy generally involves acquiring Bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase Bitcoin.
Added
We view our Bitcoin holdings as held for trading and expect to continue to accumulating Bitcoin. We have not set any specific target for the amount of Bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional Bitcoin.
Added
This overall strategy also contemplates that we may (i) periodically sell Bitcoin for general corporate purposes, including to generate cash for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that are collateralized by our Bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate funds using our Bitcoin holdings.
Added
We believe that, due to its limited supply, Bitcoin offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation in the long term. Change of Officer and Director On January 31, 2024, approved by the Board of Directors, the Nominating Committee and the Compensation Committee, Mr.
Added
Liu Wei Hong was appointed as the chief executive officer of the Company, effective January 31, 2024. On August 12, 2024, Mr. Lim Kian Wee tendered his resignation as a director of the Company and Chair of the Audit Committee, effective August 12, 2024.
Added
On the same day, approved by the Board of Directors, the Nominating Committee and the Compensation Committee, Mr. Tian Yang was appointed as the director of the Company and Chair of the Audit Committee, effective August 12, 2024. On October 21, 2024, Mr. Ken Tsang tendered her resignation as a Chief Financial officer of the Company, effective October 21, 2024.
Added
On the same day, approved by the Board of Directors, the Nominating Committee and the Compensation Committee, Ms. Eve Chan was appointed as the Chief Financial Officer of the Company, effective October 21, 2024. 27 As of the end of 2024: Mr. Lichen Dong is the Chairman of the Board.
Added
The Audit Committee of the Company is composed of all four independent directors (Lichen Dong, Tian Yang, Mahesh Thapaliya and Jianbo Sun) as members, and Tian Yang is the Chair of the Audit Committee. 3.
Added
The Nominating Committee of the Company is composed of all four independent directors (Lichen Dong, Tian Yang, Mahesh Thapaliya and Jianbo Sun) as members, and Lichen Dong is the Chair of the Nominating Committee. 4.
Added
The Compensation Committee of the Company is composed of all four independent directors (Lichen Dong, Tian Yang, Mahesh Thapaliya and Jianbo Sun) as members, and Jianbo Sun is the Chair of the Compensation Committee.
Added
Each of Lichen Dong, Tian Yang, Mahesh Thapaliya and Jianbo Sun qualifies as an independent director under rules of The Nasdaq Stock Market, and does not have a family relationship with any director or executive officer of the Company, and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Added
Result of Operations The following tables provide a comparison of a summary of our results of operations for the fiscal years ended December 31, 2024 and 2023.
Added
Results of Operations for the fiscal years ended December 31, 2024 and 2023 For the year ended December 31, 2024 2023 (Restated*) Service revenue $ 1,800,000 $ 2,500,000 Cost of revenue (730,000 ) (1,070,864 ) Gross Profit 1,070,000 1,429,136 Operating expenses General and administrative expenses (1,086,804 ) (2,666,238 ) Total operating expenses (1,086,804 ) (2,666,238 ) Loss from operations (16,804 ) (1,237,102 ) Impairment of long-term investment (13,396,000 ) - Other income 43,190,557 4,387,976 Income before income taxes $ 29,777,753 $ 3,150,874 Income tax expense (8,234,503 ) (130,415 ) Net income from continuing operation 21,543,250 3,020,459 * In July 2024, we dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd. in the PRC, which qualified as a discontinued operation under ASC 205-20.
Added
We retrospectively adjusted the above comparative consolidated results of operations in prior year. Revenue from Operations For the fiscal year ended December 31, 2024 and 2023, total revenue was US$1.80 million and US$2.50 million, respectively.
Added
The revenue is mainly generated from the AI software development and SAAS software solutions for industrial and other businesses users. 28 Cost of revenue Cost of revenue mainly consists of staff payroll, system development costs and outsourcing staff cost for system development, which is in line with the increase in revenue during the period.
Added
General and Administrative Expenses For the fiscal year ended December 31, 2024, general and administrative expenses was US$1.09 million, compared to US$2.67 million for the fiscal year ended December 31, 2023. The notable decrease of US$1.58 million is primarily attributed to reductions in compliance fees, annual block chain consulting fees, and other professional service fees.
Added
Impairment of long-term investment In April 2024, there were 3,940,000 shares issued with the total amount of US$13.40 million for the acquisition of 20% of an associate company. We have conducted an impairment test on this long-term equity investment in accordance with ASC820 and has fully provided for impairment losses.
Added
Other income For the fiscal year ended December 31, 2024 and 2023, other income were US$43.19 million and US$4.39 million, respectively.
Added
The increase in other income is due to Bitcoin value appreciation of US$43.18 million and US$10.15 million for the years ended December 31, 2024 and 2023, which offset by waiver of related company loan of US$5.81 million during the year of 2023.
Added
Income tax expense For the fiscal year ended December 31, 2024 and 2023, the Company recorded income tax expense of US$8.23 million and US$0.13 million in 2024 and 2023, respectively.
Added
Net income from continuing operation As a result of the factors described above, for the fiscal year ended December 31, 2024 and 2023, there was a net income from continuing operation of US$21.54 million and US$3.02 million, respectively.
Added
The increase is mainly due to gain in fair value in digital assets and offset by increase in income tax expense and impairment loss of long-term investment. The following chart provides a summary of our balance sheets for the fiscal years ended December 31, 2024 and 2023.
Added
It should be read in conjunction with the financial statements, and notes thereto. 29 December 31, 2024 December 31, 2023 Restated* Cash and Cash equivalents $ 668,387 $ 668,387 Digital Assets 78,322,430 35,137,576 Receivables 1,800,000 1,000,000 Prepayments 12,125,500 12,125,500 Total assets $ 92,916,317 $ 48,931,463 Accounts payable 730,000 800,000 Amount due to related parties 972,000 1,692,672 Other liabilities 1,351,752 1,730,415 Deferred tax liabilities 8,234,503 - Total liabilities $ 11,288,255 $ 4,223,087 Total stockholders’ equity $ 81,628,062 $ 44,708,376 * In July 2024, we dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd. in the PRC, which qualified as a discontinued operation under ASC 205-20.
Added
We retrospectively adjusted the above comparative consolidated balance sheets in prior year.
Added
As of December 31, 2024, we had total assets of US$92.92 million, which mainly consisted of US$0.67 million in cash, US$78.32 million in digital assets, and US$13.93 million in other receivables and prepayments; we had total liabilities of US$11.29 million which consisted of US$0.73 million in accounts payable, US$0.97 million in amount due to related parties,US$1.35 million in other liabilities and US$8.24million in deferred tax liabilities; we had total stockholders’ equity of US$81.63million.
Added
As of December 31, 2023, we had total assets of US$48.93 million, which mainly consisted of US$0.67 million in cash, US$35.14 million in digital assets, and US$13.12 million in other receivables and prepayments; we had total liabilities of US$4.22million which consisted of US$0.80 million in accounts payable, US$1.69 million in amount due to related parties and US$1.73 million in other liabilities; we had total stockholders’ equity of US$44.71 million.
Added
The following table sets forth a summary of the Company’s cash flows for the years indicated: For the year ended December 31, 2024 2023 Restated* Net cash flows used in continued operating activities: $ - $ (12,703,077 ) Net cash flows provided by discontinued operating activities: - 32,909,276 Net cash flows provided by operating activities: - 20,206,199 Net cash flow used in continued investing activities: - (37,115,500 ) Net cash flows provided by discontinued investing activities: - 4,500,000 Net cash flows used in investing activities: - (32,615,500 ) Net cash provided by continued financing activities - 13,054,762 Net cash provided by discontinued financing activities: - - Net cash provided by financing activities: - 13,054,762 Effect of exchange rate changes on cash - - Change in Cash and Cash Equivalents: - 645,461 Cash and Cash Equivalents, Beginning of Year 668,387 22,926 Cash and Cash Equivalents, End of Year $ 668,387 $ 668,387 * In July 2024, we dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd. in the PRC, which qualified as a discontinued operation under ASC 205-20.
Added
We retrospectively adjusted the above comparative consolidated cash flows in prior year.
Added
Operating activities Net cash flows used in continued operating activities was nil in 2024, primarily due to net income from continuing operation of US$21.54 million, adjusted for (i) fair value gain on digital asset of US$43.18 million, (ii) impairment of long-term investment of US$13.40 million, (iii) deferred tax expense of US$8.23 million, and (iv)an increase in assets of US$0.8 million and an decrease in liabilities of US$0.81 million.
Added
Net cash flows used in continued operating activities was US$12.70 million in 2023, primarily due to net income from continuing operation of US$3.02 million and net loss from discontinued operation of US$12.95 million, adjusted for (i) fair value gain on digital asset of US$10.15 million, (ii)loss on amount due from a related party of US$5.81 million, (iii) an increase in assets of US$0.95 million, and (iv) an increase in liabilities of US$2.51 million. 30 Investing activities Our continuing cash flow used in investing activities was nil for the fiscal year ended December 31, 2024.
Added
Our continuing cash flow used in investing activities was US$37.12 million for the fiscal year ended December 31, 2023.It was primarily attributable to our acquisition of 833 Bitcoin amounting to US$24.99 million and prepayment for Bitcoin with the amount of US$12.13 million during the year.
Added
Financing activities Cash generated from financing activities was nil for the year ended December 31, 2024. Cash generated from financing activities was US$13.05 million for the year ended December 31, 2023, which was primarily attributable to: (i) we received proceeds US$12.61 million by issuing shares, (ii) we borrowed US$0.44 million from the former executives.
Added
Inflation Inflation does not materially affect our business or the results of our operations. Critical Accounting Policies We prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”). GAAP represents a comprehensive set of accounting and disclosure rules and requirements.
Added
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Our actual results could differ from those estimates.
Added
We use historical data to assist in the forecast of our future results. Deviations from our projections are addressed when our financials are reviewed on a monthly basis. This allows us to be proactive in our approach to managing our business. It also allows us to rely on proven data rather than having to make assumptions regarding our estimates.
Added
Revenue recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts .
Added
ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.
Added
The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
Added
Use of Estimate The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods.
Added
Actual results could differ from those estimates. 31 Accounts receivable Accounts receivable are presented net of allowance for expected credit loss. The Company uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph.
Added
If the financial conditions of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required. The Company maintains an allowance for expected credit loss which reflects its best estimate of amounts that potentially will not be collected.
Added
The Company determines the allowance for expected credit loss on general basis taking into consideration various factors including but not limited to the historical collection experience and credit-worthiness of the customers as well as the age of the individual receivables balance.
Added
Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company acquires that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability.
Added
Recent Accounting Pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company financial statements.
Added
Post-Balance Sheet Events The Company entered into an Amended and Restated BTC Trading Contract (the “Amended BTC Contract”), dated as of September 24, 2024, with an autonomous organization (the “Association Seller”), which supports its members in the sale of Bitcoins.
Added
Under the Amended BTC Contract, the Company is entitled to purchase up to 5,167 BTC (the “Total BTC”) from certain members of the Association Seller set forth on Schedule I of the Amended BTC Contract (the “BTC Sellers”) through the Association Seller at a purchase price of US$30,000 per BTC (subject to an additional purchase price by issuance of warrants to purchase shares of Common Stock at a nominal exercise price as described below) over a 12-month period ending on September 24, 2025.
Added
At the time when the Amended BTC Contract was signed, the Company indicated its intent to exercise the option to purchase 5,000 Bitcoin out of the Total BTC pursuant to the Amended BTC Contract (the “Amended 5,000 BTC Transaction”).
Added
According to the terms of the Amended BTC Contract, the previously-made prepayment amount of $12,125,500 will be applied towards the total purchase price for the Amended 5,000 BTC Transaction and the Company will pay the remaining balance through (i) the issuance of 135,171,078 shares of Common Stock (the “Shares”) valued at $1.02 per share and (ii) the issuance of warrants to purchase 294,117,647 shares of Common Stock at a nominal exercise price (the “Warrants”, and the shares issuable under the Warrants, the “Warrant Shares”).
Added
Using the same per share valuation, the Warrants are worth approximately $300,000,000. The exercise period for each Warrant is five (5) years from the initial exercise of such Warrant.
Added
On March 12, 2025 (the “Closing Date”), the Company consummated the Amended 5,000 BTC Transaction pursuant to which the Company acquired 5,000 Bitcoin and in exchange it issued the Shares and the Warrants.
Added
Concurrently with the issuance of the Warrants, the BTC Sellers indicated to the Company of their intent to immediately exercise the Warrants to purchase all of the Warrant Shares thereunder. Accordingly, the Company issued to each BTC Seller the respective Warrant Shares at the Closing Date.
Added
The total outstanding shares of the Company increased to 436,265,135 shares on the Closing Date.

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