SEC Form 10-K filed by Next Technology Holding Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended: December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File No. 001-41450 

NEXT TECHNOLOGY HOLDING INC

(FORMERLY KNOWN AS WETRADE GROUP INC)

(Exact name of registrant as specified in its charter)

NEXT TECHNOLOGY HOLDING INC.

1376-7 OBA, KASUKABE CITY, SAITAMA PREFECTURE

GRANDAGE 3, TAKEBASHI 408

JAPAN 344-0021

(Address of principal executive offices) (Zip code)

+81-7094081304

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or an amendment to this form 10-K. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates, based upon the closing price of $2.3 per share of common stock as of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), was $1,003,409,810.5.

As of March 31, 2026, there were 76,264,374 shares of common stock outstanding.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements are generally located in the material set forth under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Properties” but may be found in other locations as well. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements.

We identify forward-looking statements by use of terms such as “may,” “will,” “expect,” “anticipate,” “estimate,” “hope,” “plan,” “believe,” “predict,” “envision,” “intend,” “will,” “continue,” “potential,” “should,” “confident,” “could” and similar words and expressions, although some forward-looking statements may be expressed differently. You should be aware that our actual results could differ materially from those contained in the forward-looking statements.

Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis.

Forward-looking statements speak only as of the date of this report or the date of any document incorporated by reference in this report. Except to the extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

PART I

ITEM 1. BUSINESS

Overview

Next Technology Holding Inc (the “Company”) was incorporated in the State of Wyoming on March 28, 2019. We initially served as a holding company with substantially all operations conducting through subsidiaries in Republic of China (“PRC”) engaging in the business of providing technical services and solution to corporate and individual users.  In the third quarter of 2024, we terminated all operations in the PRC to shift our software development services to overseas markets and commenced business strategy of acquiring and holding bitcoin. As of December 31, 2025, the Company pursue two corporate strategies: (1) providing AI-enabled software development services, and (2) acquiring and holding Bitcoin. The Company directly conducts and manages key strategic projects and serves as the center for the Group’s research and development activities. Operations of our Hong Kong and BVI subsidiaries are primarily focused on business development activities. In addition, the Company has established a principal executive office in Japan and is currently evaluating an expansion, which may include the establishment of a Japan subsidiary to further develop its presence in the Asia-Pacific region.

Software development

We provide artificial intelligence (“AI”) enabled software development services to our customers in Hong Kong, Singapore, Malaysia, Japan, and other Asian countries, which include developing, designing, and implementing various Software-as-a-Service (“SaaS”) software solutions for businesses of all types, including industrials and other businesses.

Our business operates under a “SaaS+AI” model, emphasizing customized and entrusted development projects designed in response to specific market demand. Through this approach, we design, develop and deploy software platforms that integrate cloud computing, big data analytics and AI-driven algorithms to support enterprises across diverse industries.

Our current customers include property management chain enterprises, cryptocurrency mining investment operators, and energy and resource businesses. We are expanding the scope of our customer base and are in discussions with potential customers in new media, financial services, transportation, education, and healthcare industries.

Product Portfolio

Our current product portfolio includes several AI-driven platforms and applications:

As of December 31, 2025, the Company has 28 employees, 16 of whom are currently part of our research and development team, which provides ample technical resources to meet current business demand. In line with our ongoing research and development initiatives, we anticipate that our SaaS+AI offerings will evolve from primarily tailored solutions toward software with more standardized features that can be broadly applicable across industries.

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.

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.

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.

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.

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:

Regulatory Permissions and Developments

We conduct our business directly and through our subsidiaries in Hong Kong and the BVI. 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, particularly given that we terminated all of our operations in the PRC in 2024. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. 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. In light of mainland China’s expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in mainland China can change quickly with little or no advance notice. 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.

There may be prominent risks associated with our operations being in Hong Kong. For example, as a U.S.-listed public company operating primarily in Hong Kong, we may face heightened scrutiny, criticism and negative publicity, which could result in a material change in our operations and the value of our common stock. Additionally, we are subject to certain legal and operational risks associated with our business operations in Hong Kong, which is subject to political and economic influence from China. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and we may face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong and the profitability of such business. Therefore, these risks associated with being based in or having the majority of our operations in Hong Kong could likely cause the value of our securities to significantly decline or be worthless. Furthermore, these risks would likely result in a material change in our business operations or a complete hinderance of our ability to offer or continue to offer our securities to investors. 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.

The U.S. Government, including the SEC and other federal agencies, continues to evolve its regulatory focus on companies with significant operations outside the United States, including Hong Kong. In particular, U.S. securities law and related enforcement priorities reflect ongoing concerns regarding audit access, investor protection and public company transparency for foreign-operating registrants. For example, as described in more details below, under the Holding Foreign Companies Accountable Act, companies whose auditors are not subject to inspections by the Public Company Accounting Oversight Board (“PCAOB”), including certain China-based audit firms, may be subject to delisting from U.S. exchanges if compliance with PCAOB inspection requirements is not achieved. Market participants and regulatory commentators have highlighted enforcement and review activity involving disclosures by foreign-operating registrants. The regulatory and geopolitical environment affecting U.S. and international relations continues to evolve and could result in heightened compliance costs, increased scrutiny of disclosures, and other impacts on companies with cross-border operations, including those that operate in or derive revenue from Hong Kong.

Government Regulation

We are not registered as an investment company under the Investment Company Act of 1940, as amended, and stockholders do not have the protections associated with ownership of shares in a registered investment company, nor the protections afforded by the Commodity Exchange Act of 1936.

The laws and regulations applicable to Bitcoin and digital assets are evolving and subject to interpretation and change.

Governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain and evolving regulatory requirements.

As digital assets have grown in both popularity and market size, the U.S. Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the Commodity Futures Trading Commission (“CFTC”), the SEC, the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.

Depending on the regulatory characterization of Bitcoin, the markets for Bitcoin in general, and our activities in particular, our business and our Bitcoin acquisition strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our Bitcoin strategy. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.

The CFTC takes the position that some digital assets, including Bitcoin, fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended (the “CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade.

The SEC and its staff have taken the position that certain other digital assets fall within the definition of a “security” under the U.S. federal securities laws. Public statements made by senior officials and senior members of the staff at the SEC indicate that the SEC does not consider Bitcoin to be a security under the federal securities laws. 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. The SEC’s broader digital asset initiatives, including ongoing efforts to modernize regulatory approaches to crypto markets and clarify the application of securities laws to various classes of digital assets, may impact how digital assets are regulated.

In addition, since transactions in Bitcoin provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. 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. The U.S. Treasury Department’s Office of Foreign Assets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service providers to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges associated with Russian and/or North Korean nationals.

We believe that 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.

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.

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.

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. 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. 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. 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. 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.

Our involvement with Bitcoin is limited to purchasing and holding Bitcoins, which is not prohibited under the PRC Crypto Restrictions. Furthermore, the holding of certain executive roles by Chinese citizens in our company does not violate any PRC Crypto Restrictions.

While our current business operations are not subject to the PRC Crypto Restrictions, future changes in our business strategies or operations could expose us to these restrictions. In addition, the PRC Crypto Restrictions are continuously evolving and can be subject to significant changes. There is a possibility that the Chinese government may broaden its regulatory scope to include a wider range of cryptocurrency-related activities, potentially impacting companies operating outside of China. If new regulations are introduced or if our business evolves to include activities that fall under the PRC jurisdiction, we could face increased regulatory scrutiny, compliance costs or operational restrictions, which, in turn, could materially affect our current or anticipated business operations.

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 U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of Bitcoin or the ability of individuals or institutions such as us to own or transfer Bitcoin. For example:

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. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “Statement of Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The terms of the Statement of Protocol would grant the PCAOB complete access to audit work papers and other information so that it may inspect and investigate PCAOB-registered accounting firms headquartered in China and Hong Kong. According to the PCAOB, its December 2021 determinations under the HFCAA remain in effect. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022, and the PCAOB Board vacated its previous 2021 determination. 

The audited financial statements of the Company for the fiscal years ended December 31, 2023 and December 31, 2024, which are incorporated by reference in this prospectus supplement, were audited by JWF Assurance PAC, an independent registered public accounting firm headquartered in Singapore and registered with the PCAOB. As of the date of this report, JWF Assurance PAC is not included in the list of PCAOB Identified Firms in any currently effective PCAOB Determination Report.

The Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025 is CHI-LLTC, headquartered at 47, First Floor, Jalan SS15/4B, 47500 Subang Jaya, Selangor, which is registered with the PCAOB. As of the date of this report, CHI-LLTC is not included in the list of PCAOB Identified Firms in any currently effective PCAOB Determination Report.

In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s then-current auditor because of a position taken by an authority in a foreign jurisdiction, such lack of inspection could cause trading in the Company's securities to be prohibited under the HFCAA and could ultimately result in a determination by a securities exchange to delist the Company's securities. 

Transfers of Cash to and from Our Subsidiaries

Next Technology Holding Inc. is a holding company. We conduct our operations directly and through our subsidiaries in both Hong Kong and BVI. 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. 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.

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. Our Hong Kong subsidiary is also permitted under the laws of Hong Kong to provide funding to Next Technology through dividend distribution without restrictions on the amount of the funds. As of the date of this report, there has been no distribution of dividends or assets among the holding company or the subsidiaries. We currently do not have any cash management policies in place.

On August 8, 2025, the Company’s board of directors unanimously approved the Policy, which took effect on September 8, 2025. Under the Policy, the Company will distribute no less than 80% of annual profits to its shareholders as dividends, payable in cash, stock or other forms approved by the board. However, dividend declarations remain subject to the board’s quarterly assessment of liquidity, cash flow generation, capital allocation needs for growth, regulatory and compliance constraints, and overall financial condition. No dividends were declared for the year ended December 31, 2025.

Subject to the Wyoming Business Corporations Act and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further Wyoming statutory restriction on the amount of funds which may be distributed by us by dividend.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and regulations of the PRC do not currently have any material impact on transfer of cash from Next Technology Holding Inc. to Hong Kong subsidiaries or from Hong Kong subsidiaries to Next Technology Holding Inc. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S investors.

Overview of Business and Industry

Software Development

We provide AI-enabled software development services to our potential customers in USA, Hong Kong, Singapore, Malaysia, Japan and other Asian markets, 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. 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. 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.

Bitcoin Holding

We hold substantially all of our Bitcoin in custody accounts at Japanese based, institutional-grade custodians that have demonstrated records of regulatory compliance and information security. 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.

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.

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. This network hosts a public transaction ledger, known as the Bitcoin blockchain, on which Bitcoin holdings and all validated transactions that have ever taken place on the Bitcoin network are recorded. Balances of Bitcoin are stored in individual “wallet” functions, which associate network public addresses with one or more “private keys” that control the transfer of Bitcoin. The Bitcoin blockchain can be updated without any single entity owning or operating the network.

Creation of New Bitcoin and Limits on Supply

New Bitcoin is created and allocated by the Bitcoin protocol through a “mining” process that rewards users that validate transactions in the Bitcoin blockchain. Validated transactions are added in “blocks” approximately every 10 minutes. The mining process serves to validate transactions and secure the Bitcoin network. Mining is a competitive and costly operation that requires a large amount of computational power to solve complex mathematical algorithms. This expenditure of computing power is known as “proof of work.” To incentivize miners to incur the costs of mining Bitcoin, the Bitcoin protocol rewards miners that successfully validate a block of transactions with newly generated Bitcoin.

The Bitcoin protocol limits the total number of Bitcoin that can be generated over time to 21 million. 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. 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. However, there is a core group of developers that maintain the code for the Bitcoin protocol, and they can propose changes to the source code and release periodic updates and other changes. Unlike most software that has a central entity that can push updates to users, Bitcoin is a peer-to-peer network in which individual network participants, called nodes, decide whether to upgrade the software and accept the new changes. As a practical matter, a modification becomes part of the Bitcoin protocol only if the proposed changes are accepted by participants collectively having the most processing power, known as hash rate, on the network. If a certain percentage of the nodes reject the changes, then a “fork” takes place and participants can choose the version of the software they want to run.

Bitcoin Industry Participants

The primary Bitcoin industry participants are miners, investors and traders, digital asset exchanges and service providers, including custodians, brokers, payment processors, wallet providers and financial institutions.

Miners. 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. Bitcoin investors and traders include individuals and institutional investors who, directly or indirectly, purchase, hold, and sell Bitcoin or Bitcoin-based derivatives. On January 10, 2024, the Securities and Exchange Commission (“SEC”) issued an order approving several applications for the listing and trading of shares of spot Bitcoin exchange-traded products (“ETPs”) on U.S. national securities exchanges. While the SEC had previously approved exchange-traded funds where the underlying assets were Bitcoin futures contracts, this order represents the first time the SEC has approved the listing and trading of ETPs that acquire, hold and sell Bitcoin directly. ETPs can be bought and sold on a stock exchange like traditional stocks, and provide investors with another means of gaining economic exposure to Bitcoin through traditional brokerage accounts.

Digital Asset Exchanges. Digital asset exchanges provide trading venues for purchases and sales of Bitcoin in exchange for fiat or other digital assets. Bitcoin can be exchanged for fiat currencies, such as the U.S. dollar, at rates of exchange determined by market forces on Bitcoin trading platforms, which are not regulated in the same manner as traditional securities exchanges. In addition to these platforms, over-the-counter markets and derivatives markets for Bitcoin also exist. The value of Bitcoin within the market is determined, in part, by the supply of and demand for Bitcoin in the global Bitcoin market, market expectations for the adoption of Bitcoin as a store of value, the number of merchants that accept Bitcoin as a form of payment, and the volume of peer-to-peer transactions, among other factors. For a discussion of risks associated with digital asset exchanges, see “Item 1A. Risk Factors—Risks Related to Our Bitcoin Acquisition Strategy and Holdings—Due to the unregulated nature and lack of transparency surrounding the operations of many Bitcoin trading venues, Bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in Bitcoin trading venues and adversely affect the value of our Bitcoin.”

Service providers. Service providers offer a multitude of services to other participants in the Bitcoin industry, including custodial and trade execution services, commercial and retail payment processing, loans secured by Bitcoin collateral, and financial advisory 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.

We provide AI-enabled software development services to our customers in Hong Kong, Singapore, Malaysia, Japan, and other Asian countries, which include developing, designing and implementing various SaaS software solutions for business of all types, including industrials and other businesses.

Our business operates under a “SaaS+AI” model, emphasizing customized and entrusted development projects designed in response to specific market demand. Through this approach, we design, develop and deploy software platforms that integrate cloud computing, big data analytics and AI-driven algorithms to support enterprises across diverse industries.

Our current customers include property management chain enterprises, cryptocurrency mining investment operators, and energy and resource businesses. We are expanding the scope of our customer base and are in discussions with potential customers in new media, financial services, transportation, education, and healthcare industries.

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. 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. 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.

Domain

We have the right to use the following domain registration issued:

Our Employees

As of the date hereof and in the fiscal year 2025, we have 28 full-time employees. The following table sets forth the number of our employees by function:

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. 

Our employees have not formed any employee union or association. We believe we maintain a good working relationship with our employees and have not experienced any difficulty in recruiting staff for our operations.

Insurance

We maintain certain insurance policies to safeguard us against risks and unexpected events. 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. During the fiscal years 2025 and 2024, we did not make any material insurance claims in relation to our business. 

Legal Proceedings

Litigation Relating to Unauthorized Corporate Actions and Control Disputes

Since mid-September 2023, Mr. Zheng Dai, Mr. 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. These filings were false and should be disregarded.

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 (the “WY District Court”) against certain officers and directors of the Company, seeking control of the Company. This case was dismissed without prejudice on October 18, 2023.

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. 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. 

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. 

On January 5, 2024, the Chancery Court issued a preliminary injunction order (attached hereto), which specifically restrained Mr. Zheng Dai and his affiliates from the following conduct: 

The Company remains under the control of its current board of directors.

On April 8, 2024, the Chancery Court dismissed the plaintiffs’ case with prejudice, allowing the Company to reserve its right to seek fees. 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 WY District Court, with a sole cause of action seeking inspection of certain corporate records. 

On October 30, 2024, the Company responded to 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 (the “Motion”). 

On December 27, 2024, the Company opposed Yu’s Motion, asserting that it was entirely without merit. 

On April 9, 2025, the WY District Court conducted a hearing and, finding no good cause to grant the Motion, denied the Motion. 

On September 3, 2025, the Company moved for summary judgment on plaintiffs’ claims, and the plaintiffs filed a cross-motion for summary judgment.

On December 1, 2025, the WY District Court granted the Company’s motion for summary judgment and denied the plaintiffs’ cross-motion for summary judgment, finding that plaintiffs do not have statutory standing to bring this action and therefore have failed to state a claim upon which relief can be granted. 

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. 

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. 

On January 6, 2026, the NY Court entered an order denying the Company’s motion to dismiss. The Company appealed the order. As of the date of this report, the appeal remains pending.

The Company intends to continue to vigorously defend against the claims asserted. 

In addition, on June 20, 2025, Zheng Dai and his affiliates filed a new action against the Company in the Wyoming Chancery Court, asserting claims for breach of loan contracts and related causes of action. 

On August 11, 2025, the Company moved to dismiss the case on the grounds of forum non conveniens, and stated in its motion that it intended to dispute the existence of the alleged loans. 

On October 8, 2025, the Wyoming Chancery Court denied the Company’s motion to dismiss. On or around October 22, 2025, the Company filed its Answer and Counterclaims, denying that it entered into any oral loan agreements with plaintiffs as alleged in the complaint. The Company also asserted various counterclaims, including abuse of process, malicious prosecution, civil conspiracy, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, interference with contractual or prospective economic relations, and breach of the obligation of good faith and fair dealing.

On November 10, 2025, the plaintiffs moved to dismiss the Company’s counterclaims. The Company opposed. On February 6, 2026, the Wyoming Chancery Court granted the motion in part and denied it in part, dismissing the abuse of process counterclaim while allowing the remaining counterclaims to proceed.

As of the date of this report, the matter is in the discovery phase. The Company intends to continue to vigorously defend against the claims asserted and pursue its counterclaims against the plaintiffs.

Litigation Relating to Alleged Oral Loan Agreements

The Company is a defendant in a civil action pending before the Wyoming Chancery Court, captioned Wenwen Yu, et al. v. Next Technology Holding, Inc. f/k/a WeTrade Group, Inc., Case No. CH-2025-0000016.

The Complaint was filed on or around June 20, 2025, asserting claims primarily for breach of alleged oral loan agreements, along with related causes of action. Plaintiffs seek damages in the aggregate amount of approximately US$2,064,108, plus additional amounts denominated in Hong Kong dollars, together with interest, attorneys’ fees, and costs.

On or around October 22, 2025, the Company filed its Answer and Counterclaims, denying that it entered into the alleged oral loan agreements and denying that Plaintiffs are entitled to any relief.

On or around October 30, 2025, the Court entered a Case Management and Scheduling Order, setting trial to commence on September 1, 2026. The matter is currently in the discovery phase. The Company intends to continue to vigorously defend against the claims asserted. The Company is unable at this time to predict the outcome of this litigation or estimate the range of potential loss, if any, given that the matter is in the early stages of discovery.

REGULATIONS

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. The Commissioner of Inland Revenue must register each business for which a business registration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be. The Company has applied and received business registration certificate in HK and is in compliance with such regulations.

Regulations Relating to Virtual Assets and Bitcoin in Hong Kong

Hong Kong has established an evolving regulatory framework for virtual assets, including Bitcoin, which may affect the Company’s software development activities and its acquisition, holding and disposition of Bitcoin in Hong Kong.

Virtual Asset Service Provider (“VASP”) Licensing Regime

Under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong) (the “AMLO”), a licensing regime for virtual asset service providers (“VASPs”) became effective on June 1, 2023. Persons carrying on a business in Hong Kong of operating a virtual asset trading platform are required to be licensed by the Securities and Futures Commission of Hong Kong (the “SFC”) and comply with applicable regulatory requirements, including customer due diligence, ongoing monitoring, custody of client assets, cybersecurity, financial resources and disclosure obligations.

The Company does not operate a virtual asset trading platform for third parties and does not provide brokerage, exchange, custody or asset management services to customers in respect of virtual assets. Accordingly, the Company currently does not believe that it is required to obtain a VASP license in Hong Kong. However, the scope of activities subject to licensing and regulatory oversight may be expanded or clarified in the future, and changes in regulatory interpretation or enforcement could subject the Company to additional compliance obligations.

Regulation of Virtual Asset Activities

Although Bitcoin is generally not regulated as a “security” under Hong Kong law, Hong Kong regulators have issued guidance indicating that certain digital assets or tokenized products may constitute “securities” or “regulated activities” depending on their features and the manner in which they are offered or marketed. In addition, the SFC has imposed restrictions on the offering of virtual asset-related products and services to retail investors, and virtual asset trading platforms operating in Hong Kong must comply with applicable investor protection requirements.

To the extent the Company engages in transactions involving Bitcoin or develops software products that interface with virtual asset trading platforms, custody solutions or blockchain networks, changes in regulatory policy, licensing requirements or enforcement practices in Hong Kong could increase the Company’s compliance costs, restrict certain business activities or require changes to its business model.

Anti-Money Laundering and Counter-Terrorist Financing

Businesses in Hong Kong that engage in virtual asset-related activities may be subject to enhanced anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) obligations under the AMLO and related guidelines issued by the SFC and other authorities. While the Company does not currently provide virtual asset services to third parties, regulatory developments could extend AML/CTF obligations to additional categories of participants in the virtual asset ecosystem. Compliance with such requirements could increase operating costs and impose additional reporting and internal control obligations on the Company.

Custody, Cybersecurity and Technology Risks

Hong Kong regulators have emphasized the importance of cybersecurity, technology risk management and the safeguarding of digital assets. Although the Company primarily acquires and holds Bitcoin for its own account and conducts software development activities, regulatory expectations regarding cybersecurity and digital asset custody practices continue to evolve. Any failure to comply with applicable regulatory expectations or industry standards could subject the Company to regulatory scrutiny, reputational harm or operational disruptions.

Uncertainty and Future Regulatory Developments

The regulatory framework governing virtual assets in Hong Kong is evolving, and future legislative, regulatory or enforcement actions could impose additional licensing, compliance, reporting or operational requirements on companies engaged in Bitcoin-related activities or software development related to blockchain technology. There can be no assurance that future regulatory developments will not adversely affect the Company’s business, financial condition or results of operations.

Regulations related to Hong Kong Taxation

Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)

Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong), where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual ceases to be employed in Hong Kong.

Capital gains tax

No tax is imposed in Hong Kong in respect of capital gains from the sale of shares.

Profits tax

Trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax which is imposed at the rates of 8.25% on assessable profits up to HKD 2,000,000 and 16.5% on any part of assessable profits over HKD 2,000,000 on corporations from the year of assessment commencing on or after 1 April 2018. Certain categories of taxpayers (for example, financial institutions, insurance companies and securities dealers) are likely to be regarded as deriving trading gains rather than capital gains unless these taxpayers can prove that the investment securities are held for long-term investment purposes.

Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong)

Under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), the Hong Kong stamp duty currently charged at the ad valorem rate of 0.1% on the higher of the consideration for or the market value of the shares, will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares (in other words, a total of 0.2% is currently payable on a typical sale and purchase transaction of Hong Kong shares). In addition, a fixed duty of HKD 5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. 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.  

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

ITEM 2. PROPERTIES

Our principal executive office was 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 rent of Shenzhen office was paid by the shareholders and no lease agreement was signed by the Company.

The following table sets forth the lease term:

As of the date of this report, the principal executive office has moved to 1376-7 Oba, Kasukabe City, Saitama Prefecture, Grandage 3, Takebashi 408 Japan 344-0021. The office lease term is from December 1, 2025 to November 30, 2026. The following table sets forth the lease term:

ITEM 3. LEGAL PROCEEDINGS

Litigation Relating to Unauthorized Corporate Actions and Control Disputes

Since mid-September 2023, Mr. Zheng Dai, Mr. 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. These filings were false and should be disregarded.

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 (the “WY District Court”) against certain officers and directors of the Company, seeking control of the Company. This case was dismissed without prejudice on October 18, 2023.

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. 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. 

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. 

On January 5, 2024, the Chancery Court issued a preliminary injunction order (attached hereto), which specifically restrained Mr. Zheng Dai and his affiliates from the following conduct: 

The Company remains under the control of its current board of directors.

On April 8, 2024, the Chancery Court dismissed the plaintiffs’ case with prejudice, allowing the Company to reserve its right to seek fees. 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 WY District Court, with a sole cause of action seeking inspection of certain corporate records. 

On October 30, 2024, the Company responded to 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 (the “Motion”). 

On December 27, 2024, the Company opposed Yu’s Motion, asserting that it was entirely without merit. 

On April 9, 2025, the WY District Court conducted a hearing and, finding no good cause to grant the Motion, denied the Motion. 

On September 3, 2025, the Company moved for summary judgment on plaintiffs’ claims, and the plaintiffs filed a cross-motion for summary judgment.

On December 1, 2025, the WY District Court granted the Company’s motion for summary judgment and denied the plaintiffs’ cross-motion for summary judgment, finding that plaintiffs do not have statutory standing to bring this action and therefore have failed to state a claim upon which relief can be granted. 

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. 

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. 

On January 6, 2026, the NY Court entered an order denying the Company’s motion to dismiss. The Company appealed the order. As of the date of this report, the appeal remains pending.

The Company intends to continue to vigorously defend against the claims asserted. 

In addition, on June 20, 2025, Zheng Dai and his affiliates filed a new action against the Company in the Wyoming Chancery Court, asserting claims for breach of loan contracts and related causes of action. 

On August 11, 2025, the Company moved to dismiss the case on the grounds of forum non conveniens, and stated in its motion that it intended to dispute the existence of the alleged loans. 

On October 8, 2025, the Wyoming Chancery Court denied the Company’s motion to dismiss. On or around October 22, 2025, the Company filed its Answer and Counterclaims, denying that it entered into any oral loan agreements with plaintiffs as alleged in the complaint. The Company also asserted various counterclaims, including abuse of process, malicious prosecution, civil conspiracy, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, interference with contractual or prospective economic relations, and breach of the obligation of good faith and fair dealing.

On November 10, 2025, the plaintiffs moved to dismiss the Company’s counterclaims. The Company opposed. On February 6, 2026, the Wyoming Chancery Court granted the motion in part and denied it in part, dismissing the abuse of process counterclaim while allowing the remaining counterclaims to proceed.

As of the date of this report, the matter is in the discovery phase. The Company intends to continue to vigorously defend against the claims asserted and pursue its counterclaims against the plaintiffs.

Litigation Relating to Alleged Oral Loan Agreements

The Company is a defendant in a civil action pending before the Wyoming Chancery Court, captioned Wenwen Yu, et al. v. Next Technology Holding, Inc. f/k/a WeTrade Group, Inc., Case No. CH-2025-0000016.

The Complaint was filed on or around June 20, 2025, asserting claims primarily for breach of alleged oral loan agreements, along with related causes of action. Plaintiffs seek damages in the aggregate amount of approximately US$2,064,108, plus additional amounts denominated in Hong Kong dollars, together with interest, attorneys’ fees, and costs.

On or around October 22, 2025, the Company filed its Answer and Counterclaims, denying that it entered into the alleged oral loan agreements and denying that Plaintiffs are entitled to any relief.

On or around October 30, 2025, the Court entered a Case Management and Scheduling Order, setting trial to commence on September 1, 2026. The matter is currently in the discovery phase. The Company intends to continue to vigorously defend against the claims asserted. The Company is unable at this time to predict the outcome of this litigation or estimate the range of potential loss, if any, given that the matter is in the early stages of discovery.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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, 2025 was $6.03 per share.

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.

Holders

As of the close of business on March 31, 2026, there were approximately 370 holders of record of our common stock.

Dividends

On August 8, 2025, our board of directors unanimously approved a dividend policy (the “Policy”), which took effective on September 8, 2025. Under the Policy, the Company will distribute no less than 80% of annual profits to its shareholders as dividends, payable in cash, stock or other forms approved by the board. However, dividend declarations remain subject to board’s quarterly assessment of liquidity, cash flow generation, capital allocation needs for growth, regulatory and compliance constraints, and overall financial condition. No dividends were declared for the year ended December 31, 2025.

Recent Sales of Unregistered Securities

Unless otherwise indicated, all share and per share figures presented in this subsection reflect the number of shares as issued at the time of the respective transactions and have not been adjusted to give retroactive effect to the 200-for-1 reverse stock split effected by the Company on September 16, 2025.

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. 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.

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. 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.

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. 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. 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.

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). 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. 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.

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. 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.

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. The Shares, the Warrants and the Warrant Shares were issued without the use of any form of general solicitation or advertising.

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, 2025.

Nasdaq Listing Compliance

Our common stock is currently listed on the Nasdaq Capital Market under the symbol “NXTT”. During the fiscal year ended December 31, 2025, we received several notices from the Staff of Nasdaq (the “Staff”) regarding our compliance with continued listing requirements:

There can be no assurance that we will not receive additional deficiency notices in the future or that we will be able to maintain continued compliance with all Nasdaq listing requirements.

ITEM 6. RESERVED

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. 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 was incorporated in the State of Wyoming on March 28, 2019. We currently pursue two corporate strategies. 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 potential customers in USA, Hong Kong, Singapore, Malaysia, Japan and other Asian markets, 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. 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. 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.

Bitcoin Acquisition Strategy

We hold substantially all of our Bitcoin in custody accounts at Japanese based, institutional-grade custodians that have demonstrated records of regulatory compliance and information security. 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.

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.

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. This network hosts a public transaction ledger, known as the Bitcoin blockchain, on which Bitcoin holdings and all validated transactions that have ever taken place on the Bitcoin network are recorded. Balances of Bitcoin are stored in individual “wallet” functions, which associate network public addresses with one or more “private keys” that control the transfer of Bitcoin. The Bitcoin blockchain can be updated without any single entity owning or operating the network.

Creation of New Bitcoin and Limits on Supply

New Bitcoin is created and allocated by the Bitcoin protocol through a “mining” process that rewards users that validate transactions in the Bitcoin blockchain. Validated transactions are added in “blocks” approximately every 10 minutes. The mining process serves to validate transactions and secure the Bitcoin network. Mining is a competitive and costly operation that requires a large amount of computational power to solve complex mathematical algorithms. This expenditure of computing power is known as “proof of work.” To incentivize miners to incur the costs of mining Bitcoin, the Bitcoin protocol rewards miners that successfully validate a block of transactions with newly generated Bitcoin.

The Bitcoin protocol limits the total number of Bitcoin that can be generated over time to 21 million. 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. 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. However, there is a core group of developers that maintain the code for the Bitcoin protocol, and they can propose changes to the source code and release periodic updates and other changes. Unlike most software that has a central entity that can push updates to users, Bitcoin is a peer-to-peer network in which individual network participants, called nodes, decide whether to upgrade the software and accept the new changes. As a practical matter, a modification becomes part of the Bitcoin protocol only if the proposed changes are accepted by participants collectively having the most processing power, known as hash rate, on the network. If a certain percentage of the nodes reject the changes, then a “fork” takes place and participants can choose the version of the software they want to run.

Bitcoin Industry Participants

The primary Bitcoin industry participants are miners, investors and traders, digital asset exchanges and service providers, including custodians, brokers, payment processors, wallet providers and financial institutions.

Miners. 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. Bitcoin investors and traders include individuals and institutional investors who, directly or indirectly, purchase, hold, and sell Bitcoin or Bitcoin-based derivatives. On January 10, 2024, the Securities and Exchange Commission (“SEC”) issued an order approving several applications for the listing and trading of shares of spot Bitcoin exchange-traded products (“ETPs”) on U.S. national securities exchanges. While the SEC had previously approved exchange-traded funds where the underlying assets were Bitcoin futures contracts, this order represents the first time the SEC has approved the listing and trading of ETPs that acquire, hold and sell Bitcoin directly. ETPs can be bought and sold on a stock exchange like traditional stocks, and provide investors with another means of gaining economic exposure to Bitcoin through traditional brokerage accounts.

Digital Asset Exchanges. Digital asset exchanges provide trading venues for purchases and sales of Bitcoin in exchange for fiat or other digital assets. Bitcoin can be exchanged for fiat currencies, such as the U.S. dollar, at rates of exchange determined by market forces on Bitcoin trading platforms, which are not regulated in the same manner as traditional securities exchanges. In addition to these platforms, over-the-counter markets and derivatives markets for Bitcoin also exist. The value of Bitcoin within the market is determined, in part, by the supply of and demand for Bitcoin in the global Bitcoin market, market expectations for the adoption of Bitcoin as a store of value, the number of merchants that accept Bitcoin as a form of payment, and the volume of peer-to-peer transactions, among other factors. For a discussion of risks associated with digital asset exchanges, see “Item 1A. Risk Factors—Risks Related to Our Bitcoin Acquisition Strategy and Holdings—Due to the unregulated nature and lack of transparency surrounding the operations of many Bitcoin trading venues, Bitcoin trading venues may experience greater fraud, security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in Bitcoin trading venues and adversely affect the value of our Bitcoin.”

Service providers. Service providers offer a multitude of services to other participants in the Bitcoin industry, including custodial and trade execution services, commercial and retail payment processing, loans secured by Bitcoin collateral, and financial advisory 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.

Change of Officer and Director 

On December 10, 2025, Mr. Lichen Dong tendered his resignation as a Chairman of the Board, the Nominating Committee, Compensation Committee and Audit Committee of the Company, effective December 10, 2025, which were previously disclosed in a Current Report on Form 8-K filed on December 12, 2025.

As of the end of 2025:

1. Mr. Jianbo Sun is the temporary Chairman of the Board after Mr Lichen Dong resigned on December 10, 2025.

2. The Audit Committee of the Company is composed of all three independent directors (Tian Yang, Jianbo Sun, and Qi Wang) as members, and Tian Yang is the Chair of the Audit Committee. Mr. Lichen Dong resigned as a member of our Board and any committee thereof, effective December 10, 2025.

3. The Nominating Committee of the Company is composed of all three independent directors (Tian Yang, Jianbo Sun, and Qi Wang) as members, and Qi Wang is the Chair of the Nominating Committee. Mr. Lichen Dong resigned as a member of our Board and any committee thereof, effective December 10, 2025.

4. The Compensation Committee of the Company is composed of all three independent directors (Tian Yang, Jianbo Sun, and Qi Wang) as members, and Jianbo Sun is the Chair of the Compensation Committee. Mr. Lichen Dong resigned as a member of our Board and any committee thereof, effective December 10, 2025.

Each of Tian Yang, Jianbo Sun, and Qi Wang 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.

On March 9, 2026, we held our annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of us elected Wenbo Li, Guang Cui, Gwanggeun Jo, and Hsiu Wu (collectively, the “Directors”) to serve on the Board of Directors (the “Board”) of us until our next annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until their earlier resignation or removal. Each of the Directors is an independent director as defined under Nasdaq listing standards and SEC rules.

Result of Operations

The following tables provide a comparison of a summary of our results of operations for the fiscal years ended December 31, 2025 and 2024.

For the Years Ended December 31, 2025 and 2024

Revenue from Operations

Revenue is primarily derived from AI software development services and SaaS software solutions provided to industrial and other business customers.

For the years ended December 31, 2025 and 2024, we generated total revenue of $11.61million and $1.80 million, respectively. The significant increase in revenue for the year ended December 31, 2025 compared to 2024 was primarily driven by the execution of four commercial customer agreements during 2025 with customers operating in the hotel management, smart water-system management, and cryptocurrency mining industries.

Under these agreements, we provide AI-enabled monitoring and management systems built on our proprietary technology platform, along with related customization, implementation, training, and ongoing support services tailored to each customer’s specific operational requirements. These arrangements generally include recurring subscription and service fees payable in installments over the contract term.

The aggregate committed contract value of these four agreements is approximately $12.59 million. Revenue under these contracts is recognized over time as we perform services and deliver customized solutions. As a result, revenue growth in 2025 reflects both new contract execution and progress made toward completion of performance obligations during the year.

Cost of revenue

Cost of revenue primarily consists of personnel-related expenses, including salaries, benefits, and share-based compensation for employees involved in system development and implementation, as well as costs associated with outsourced development personnel and third-party vendors. These expenses also include other direct system development and delivery costs.

For the fiscal year ended December 31, 2025, cost of revenue was $9.86 million, compared to $0.73 million for the fiscal year ended December 31, 2024. The notable rise of $9.13 million was mainly driven by increased utilization of external vendors and outsourced development resources, as well as higher personnel expenses resulting from an increase in headcount to support revenue growth. 

Gross Profit

Our gross profit increased by $0.69 million, or 64.2%, from $1.07 million for the year ended December 31, 2024 to $1.76 million for the year ended December 31, 2025. The gross margin decreased from 59.4% for the year ended December 31,2024 to 15.1% for the year ended December 31, 2025. The decrease in gross margin was primarily due to a shift in our project mix toward more complex and resource-intensive engagements during the year. Several key projects required accelerated delivery schedules and specialized technical capabilities that were not available internally within the required timeframe. As a result, we engaged certain third-party vendors with the necessary expertise, which increased our cost of revenue. These incremental costs were specific to the projects undertaken during the year and are not expected to represent a structural change in our long-term cost profile.

Selling and Marketing Expenses

Selling and marketing expenses primarily include: (i) advertising and promotion expenses, (ii) compensation and benefits for sales personnel, and (iii) travel and other routine office expense. All expenses are recognized in the period in which the related services occur or the benefits are received.

For the fiscal year ended December 31, 2025, selling and marketing expenses was $0.75 million, compared to nil for the fiscal year ended December 31, 2024. The increase was primarily attributable to:(i) higher payroll and bonus expenses, as we recorded performance-based bonuses for sales management personnel in line with the significant increase in sales revenue and cash collections during the year; and (ii) increased advertising and promotional expenses, reflecting expanded marketing activities to support revenue growth and customer acquisition.

We believe that the increase in selling and marketing expenses is consistent with our business expansion and revenue growth strategy. The performance-based compensation structure aligns sales incentives with operating results and cash recovery, supporting sustainable growth.

Research and Development Expenses

Research and development expenses primarily consist of: (i) fees for outsourced software development services, (ii) research activities in new technology domains, and (iii) personnel-related costs for employees, including salaries, bonus, and share-based compensation.

For the fiscal year ended December 31, 2025, research and development expenses was $14.48 million, compared to nil for the fiscal year ended December 31, 2024. The notable increase of $14.48 million is primarily attributed to: (i) share-based compensation expenses of $12.89 million, reflecting equity incentives granted to attract and retain key technical personnel; and (ii) Professional service fees of $1.57 million, mainly related to outsourced software development and technical consulting services.

The significant increase in R&D expenses reflects our strategic commitment to expanding its research capabilities and investing in new technology domains. We believe that these investments are critical to enhancing product innovation, strengthening long-term competitiveness, and supporting sustainable growth. While such expenditures increased operating expenses in the current period, they are expected to generate long-term value by accelerating technology development and market expansion.

General and Administrative Expenses

General and administrative expenses also consisted of (i) salary, welfare and share-based compensation for general and administrative personnel, (ii) office expense, and (iii) professional service fees and others.

For the fiscal year ended December 31, 2025, general and administrative expenses was $66.72 million, compared to $1.09 million for the fiscal year ended December 31, 2024. The significant increase was primarily attributable to:

We believe that these expenditures were necessary to strengthen our governance structure, enhance capital market readiness, and support its long-term strategic objectives. While such expenses materially increased operating costs for the year ended December 31, 2025, they reflect the Company’s continued investment in organizational capability and capital formation efforts.

Impairment of long-term investment

In April 2024, there were 3,940,000 shares issued with the total amount of $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 for the year ended December 31, 2024.

Other income, net

For the fiscal year ended December 31, 2025 and 2024, other income were $279.75 million and $43.19 million, respectively. The significant increase in other income for the year ended December 31, 2025 was primarily attributable to the appreciation in the fair value of our Bitcoin holdings, which resulted in higher unrealized gains recognized during the period. Fluctuations in Bitcoin market prices materially affect our reported results of operations, and we expect such volatility to continue to impact our financial performance in future periods.

Income tax expenses

For the fiscal years ended December 31, 2025 and 2024, we recorded income tax expenses of $56.38 million and $8.23 million, respectively. The increase in income tax expenses was primarily due to the significant increase in our taxable income, mainly driven by higher other income recognized from Bitcoin value appreciation in 2025. Our income tax expenses may continue to fluctuate in future periods depending on changes in our profitability, the fair value movements of digital assets, and applicable tax regulations.

Net income from continuing operation

As a result of the factors described above, for the fiscal years ended December 31, 2025 and 2024, there was a net income from continuing operation of $143.16 million and $21.54 million, respectively. The increase is mainly due to gain in fair value in digital assets and offset by increase in income tax expenses and impairment loss of long-term investment.

The following chart provides a summary of our balance sheets as of December 31, 2025 and 2024, respectively. It should be read in conjunction with the financial statements, and notes thereto.

Balance Sheets Analysis

As of December 31, 2025, we had total assets of $524.13 million, which mainly consisted of $5.62 million in cash and cash equivalents, $516.15 million in digital assets, and $2.35 million in accounts receivable, net and prepayments and prepaid expenses; we had total liabilities of $68.55 million which consisted of $0.75 million in accounts payable, $0.66 million in amount due to related parties, $0.13 million in income tax payable, $2.39 million in accrued expense and other payables and $64.62 million in deferred tax liabilities; we had total stockholders’ equity of $455.58 million.

As of December 31, 2024, we had total assets of $92.92 million, which mainly consisted of $0.67 million in cash, $78.32 million in digital assets, and $13.93 million in other receivables and prepayments and prepaid expenses; we had total liabilities of $11.29 million which consisted of $0.73 million in accounts payable, $0.97 million in amount due to related parties, $0.13 million in income tax payable, $1.22 million in accrued expense and other payables and $8.24 million in deferred tax liabilities; we had total stockholders’ equity of $81.63 million.

Liquidity and Capital Resources

Our primary sources of liquidity have been through the operation of our business and financing activities, which have historically been sufficient to meet our working capital, our business needs, as well as our capital expenditure requirements. As of December 31, 2025, we had cash and cash equivalents of $5.62 million. As of and for the year ended December 31, 2025, we had a positive working capital of $520.20 million, net cash used in operating activities of $3.07 million, and a net income of $143.16 million.

We believe that our existing cash and cash equivalents, cash flow we expect to generate from future operating activities, net proceeds we expect to receive from the issuance of ordinary shares, capital allocation strategy, will be sufficient to meet our anticipated working capital requirements, and capital expenditures in the ordinary course of business for the next 12 months.

We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain additional credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Cash Flows Analysis

The following table sets forth a summary of our cash flows for the years indicated:

Operating activities

For the year ended December 31, 2025, net cash flows used in continuing operating activities amounted to $3.07 million. This resulted from net income from continuing operations of $143.16 million, adjusted for non-cash and working capital items. Positive adjustments to operating cash flows included $76.80 million of share-based compensation, $56.38 million of deferred tax expense, and a $0.88 million decrease in liabilities. These were partially offset by a $279.75 million non-cash fair value gain on digital assets and a $0.55 million increase in assets.

Net cash flows used in continued operating activities was nil in 2024, primarily due to net income from continuing operation of $21.54 million, adjusted for (i) fair value gain on digital asset of $43.18 million, (ii) impairment of long-term investment of $13.40 million, (iii) deferred tax expense of $8.23 million, and (iv) an increase in assets of $0.8 million and an decrease in liabilities of $0.81 million.

Investing activities

Our continuing cash flow used in investing activities was nil for the fiscal year ended December 31, 2025.  

Our continuing cash flow used in investing activities was nil for the fiscal year ended December 31, 2024.

Financing activities

Cash generated from financing activities was $8,030,250 for the year ended December 31, 2025.

Cash generated from financing activities was nil for the year ended December 31, 2024.

Capital Expenditures

There were no capital expenditures during the fiscal years ended December 31, 2025 and 2024. However, future capital expenditures will be made to support the expected growth of the business.

Commitments

As of December 31, 2025 and 2024, we did not have any commitments.

Capital commitments

As of December 31, 2025 and 2024, we did not have any capital commitments.

Inflation

Inflation does not materially affect our business or the results of our operations.

Post-Balance Sheet Events

On March 9, 2026, we held our annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of us elected Wenbo Li, Guang Cui, Gwanggeun Jo, and Hsiu Wu (collectively, the “Directors”) to serve on the Board of Directors (the “Board”) of us until our next annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until their earlier resignation or removal. Each of the Directors is an independent director as defined under Nasdaq listing standards and SEC rules.

On March 25, 2026, the Company entered into a registered direct offering agreement with twenty investors, pursuant to which the Company agreed to issue and sell 71,381,818 shares of its common stock at a purchase price of USD 1.10 per share. In addition, the Company agreed to issue to the investors up to 71,381,818 pre-funded warrants, each at a purchase price of USD 1.099. The total gross proceeds from the offering approximately was US$157 million. The transaction was completed on March 26, 2026.

As of March 31, 2026, there were 76,264,374 shares of common stock outstanding.

Critical Accounting Policies

We prepare our financial statements in accordance with generally accepted accounting principles of the United States (“U.S. GAAP”). GAAP represents a comprehensive set of accounting and disclosure rules and requirements. 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. We use historical data to assist in the forecast of our future results. Deviations from our projections are addressed when our financial statements 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.

Revenue recognition

We apply ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), for all periods presented. Under ASC 606, revenue is recognized when we transfer promised services to a customer in an amount that reflects the consideration to which we expect to be entitled in exchange for those services.

ASC 606 requires us to apply a five-step model to recognize revenue: (i) identify the contract with a customer; (ii) identify the performance obligations; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue as the performance obligations are satisfied.

We report all of our revenues on a gross basis. This determination is based on our assessment that it is the principal in our revenue arrangements. We control delivery of customized development services through its proprietary platform, is primarily responsible for fulfillment, sets pricing, and bears credit risk.

We provide development, design, and implementation services built on its proprietary pre-existing technology platform. The platform license and related development activities are highly interdependent and are accounted for as a single performance obligation. Revenue is recognized over time because the services create a customized asset with no alternative use and we have an enforceable right to payment for performance completed to date. Progress is measured using the cost-to-cost input method (actual costs incurred relative to total estimated costs). Contracts do not contain return or refund provisions. We provide assurance-type warranties only; related costs are recorded in cost of revenue and have not been material historically.

We provide stand-alone maintenance and support that is separately priced and contracted and constitutes a distinct performance obligation. These services are billed monthly in arrears, and revenue is recognized ratably over the monthly service period as the services are provided. Amounts billed in arrears are recorded as accounts receivable when the service is provided. Advance billings, when applicable, are recorded as contract liabilities, which are not significant given our usual billing practices. 

Accounts receivable represent unconditional rights to consideration for services provided in accordance with contractual billing schedules, which are typically monthly in arrears. Contract liabilities primarily relate to any advance billings and are not significant.

For the years ended December 31, 2025 and 2024, all revenue recognized over time amounted to $11,614,772 and $1,800,000, respectively. For the years ended December 31, 2025 and 2024, all revenue from software development services amounted to $11,614,772 and $1,800,000, respectively.

Use of Estimate

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgement estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that the estimates used in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates. Significant accounting estimates include revenue recognition, the allowance for expected credit losses, recognition and measurement of share-based compensation, deferred tax liabilities, deferred tax assets and valuation allowance.

Accounts receivable

Accounts receivable represents those receivables derived in the ordinary course of business, net of an allowance for any potentially uncollectible amounts. We make estimates of expected credit and collectability trends for the allowance for credit losses based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions that may vary by geography, customer-type, or industry sub-vertical, and other factors that may affect its ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of comprehensive income.

Although we have historically not experienced significant credit losses, we may experience increasing credit loss risks from accounts receivable in future periods if our customers are adversely affected by economic pressures or uncertainty associated with local or global economic recessions, or other customer-specific factors, and actual experience in the future may differ from our past experiences or current assessment.

As of December 31, 2025 and 2024, accounts receivable from customers amounted to $354,772 and $1,800,000, respectively, there is no allowance provided as the receivables has been settled in March 2026.

Share-based compensation

We grant our common stocks to eligible employees and non-employees. We account for share-based awards issued to employees in accordance with ASC Topic 718 Compensation – Stock Compensation.

Employees’ share-based awards and non-employees’ share-based awards are measured at the grant date fair value of the awards and recognized as expenses: a) immediately at grant date if no vesting conditions are required; or b) using graded vesting method, net of estimated forfeitures, over the requisite service period, which is the vesting period.

We recognize the estimated compensation cost of RSUs and common stocks based on the fair value of common stocks on the date of the grant. We recognize the compensation cost, net of estimated forfeitures, over a vesting term for service-based RSUs. 

We also recognize the compensation cost of performance-based share awards, net of estimated forfeitures, if it is probable that the performance condition will be achieved at the end of each reporting period. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates.

Deferred income tax assets and deferred income tax liabilities

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. 

Our Company in Wyoming is subject to U.S. federal income tax at 21% and a state income tax rate of nil. We have considered U.S. withholding tax implications in our deferred tax liability calculations for unremitted earnings of U.S. subsidiaries. A deferred tax liability has been recognized for the withholding tax that would be due upon distribution of earnings to foreign shareholders. For the periods presented, no additional capital gain tax provision is required as there is no plan to dispose of the investment in foreign subsidiaries.

We have a subsidiary in Hong Kong and BVI. The Hong Kong subsidiary is subject to tax in Hong Kong, and the BVI subsidiary is generally not subject to income tax under BVI laws. As a result of our future business activities, we will be required to file tax returns that are subject to examination by the Inland Revenue Authority of Hong Kong. 

Recent Accounting Pronouncements

A list of recent relevant accounting pronouncements is included in Note 2 “Summary of Principal Accounting Policies” of our financial statements.  

ITEM 7A. 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited financial statements for the years ended December 31, 2025 and 2024 are set forth on pages F-1 to F-28 immediately following the signature page to this annual report. See Item 15 for a list of the financial statements included herein.

Nasdaq Compliance Matters

The Company’s common stock is listed on the Nasdaq Capital Market. During 2025, the Company resolved three separate listing deficiencies: (i) a minimum bid price deficiency received on April 14, 2025, cured on May 28, 2025; (ii) an annual meeting deficiency received on January 7, 2025, cured on June 24, 2025; and (iii) a delisting notice received on August 25, 2025, alleging the Company was a “public shell” under Rule 5101.

Following the Company’s request for a hearing and subsequent submissions to Nasdaq, on September 29, 2025, the Staff of Nasdaq withdrew the delisting notice, confirming the Company is not a “public shell”. As of the date of these financial statements, the Company is in compliance with all applicable Nasdaq continued listing requirements.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Change in Independent Registered Public Accounting Firm

Following discussions among the Audit Committee of the Board of Directors (the “Audit Committee”) of Next Technology Holding Inc. (the “Company”), on January 21, 2026, the Audit Committee and management of the Company elected to change the Company’s independent registered public accounting firm by dismissing JWF Assurance PAC (“JWF”) and engaging CHI-LLTC (“CHI”), with the change becoming effective on that date. The decision to change the Company’s independent registered public accounting firm from JWF to CHI was based on the Company’s desire to engage an accounting firm that it believes will be a better fit for the Company’s operations and easier to collaborate with going forward. The change was not the result of any disagreement between the Company and JWF on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures.

JWF’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. JWF has served as the Company’s independent registered public accounting firm since 2023.

During the Company's fiscal years ended December 31, 2024 and 2023, and the subsequent interim period preceding the change in auditor from JWF to CHI, there were no (a) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and JWF on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of JWF, would have caused JWF to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, or (b) “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Engagement of New Independent Registered Public Accounting Firm

On January 21, 2026, the Audit Committee engaged CHI to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025 and subsequent periods.

During the Company’s fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through January 21, 2026, neither the Company nor anyone on its behalf consulted CHI regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided by CHI to the Company that CHI concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report. Based upon that evaluation, management has concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were not effective.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to management and to the Board regarding the preparation and fair presentation of published financial statements.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and our directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment, management identified material weaknesses related to: (i) lack of US GAAP expertise in finance team; (ii) a lack of segregation of duties within accounting functions; and (iii) the lack of multiple levels of review of our accounting data. Based on this evaluation, our management concluded that as of December 31, 2025, we did not maintain effective internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with any policies and procedures may deteriorate. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals. With proper funding we plan on remediating the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.

A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 5) or combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets forth information regarding each of our current directors and executive officers:

Background of Directors and Executive Officers 

Mr. Weihong Liu, Chief Executive Officer

Mr. Weihong Liu has more than 10 years of investment and research experience in the fields of crypto assets and blockchain technology. Mr. Liu has conducted in-depth analysis and strategic layout of potential investment opportunities in crypto assets. In addition, Mr. Liu has innovative business plans in high-tech and rapidly growing artificial intelligence generated content businesses, and he has a deep understanding of compliance requirements, market insights, and product functionality. Mr. Liu has been equipped with abundant knowledge reserves and strong executive capability in the corporate culture construction field as well as relevant experience in building diverse corporate culture dissemination system. Mr. Liu holds a bachelor’s degree in Business Management from University of The West of England.

Mr. Nan Ding, Chief Operating Officer

Mr. Ding has over 24 years of operational management experience in industries such as cross-border investment, supply chain finance, equipment manufacturing, and international trade. From 2012 to 2023, Mr. Ding successively founded Japan Zhaoyuan Trading Co., Ltd. and Japan Toyo Trading Co., Ltd., specializing in cross-border investment and international trade of bulk commodities. From 2007 to 2012, Mr. Ding established Haimeng Tongshang Co., Ltd. and Haimeng New Energy Technology Co., Ltd., mainly engaged in the production and manufacturing of environmental protection industry and new energy equipment. Prior to this, Mr. Ding had 8 years of experience in municipal project engineering services. Mr. Ding holds a bachelor’s degree in International Economic Management from University of Science and Technology Beijing.

Ms. Eve Chan, Chief Financial Officer

Ms. Eve Chan is a member of Certified Public Accountants Australia with more than 15 years of experiences in accounting, audit and corporate experiences with several listed and private companies operating in USA, Hong Kong and Singapore. She has experience in a wide variety of industries, including Bitcoin mining, property development, property management, investment companies, general trading and manufacturing. Ms. Chan graduated with a bachelor’s degree from University of Sydney in 2005. From August 2018 to October 2022, Ms. Chan served as Assistant Vice President at RHB Investment Bank Limited, and was principally responsible for advising on corporate restructuring for private and public companies in Hong Kong, Singapore, and Malaysia. From November 2022 to September 2024, Ms. Chan served as Financial Controller at X Capital Investment PTE. LTD., responsible for accounting and financial affairs, corporate financing and compliance.

Mr. Hongliang Liu, Chief Technology Officer

Dr. Liu has more than ten years of technical and managerial experience in system development, SaaS architectures, and AI/ML-driven enterprise solutions. His prior roles include serving as a Technical Expert in the R&D division of Chint Group Corp. since 2022 and as a Postdoctoral Researcher and Technical Lead at Ningshui Group from 2017 to 2021. Dr. Liu holds a Ph.D. in Electrical Engineering from the University of Technology of Compiègne of the Sorbonne University Group. His background in advanced software systems, patent-generating innovation, and participation in industry standardization supports the Company’s ongoing development of next-generation technology platforms.

Hsiu Wu, Director, Chairman of the Board

Mr. Hsiu Wu is an investor and corporate governance professional with nearly a decade of experience in early-stage technology investing across artificial intelligence, high-performance computing, and blockchain infrastructure. From 2021 to 2025, Mr. Wu operated Eminent Vision Capital in Singapore, leading investments in AI infrastructure, high-performance computing, and Web 3.0 data-protocol startups, and advising on strategic planning and commercial development. Previously, from 2015 to 2020, he served as an Investment Manager in the direct private equity division of Standard Chartered Bank, focusing on technology and financial services investments across the Asia-Pacific region and participating in multiple cross-border M&A and equity transactions. He brings a broad Asia-Pacific perspective and strong cross-cultural communication skills, along with distinctive insights into technology trends, capital markets, and risk governance. Mr. Wu holds a Bachelor of Computing degree in Computer Science from the National University of Singapore and a Master in Management degree from NEOMA Business School in France.

Wenbo Li, Director

Mr. Wenbo Li is a hands-on management professional with nearly two decades of experience in industrial automation and digital transformation. Since 2018, Mr. Li has served as Business Development Director of the IoT Business Unit at Advantech Co., Ltd., where he has been responsible for strategic planning and execution, with a focus on smart factory and equipment automation solutions. He successfully transformed the unit from traditional hardware sales to an integrated “hardware + software + platform” solution provider. From 2012 to 2018, Mr. Li served as Asia-Pacific Business Development Director at Rockwell Automation, where he expanded emerging markets in the Asia-Pacific region, led three strategic acquisitions and joint ventures in Southeast Asia, and integrated local sales and service networks to establish new growth drivers. From 2006 to 2012, he worked at Neusoft Corporation, advancing from Senior Consultant to management roles, delivering ERP, MES, and other digital transformation consulting services to large manufacturing enterprises, and building a solid technical foundation and project management expertise. Mr. Li possesses extensive experience in driving digital transformation through Industrial IoT and SaaS models, spanning technology, market development, and M&A integration, and combines project expertise with a global perspective. He holds a Bachelor’s degree in Computer Science and Technology from Jilin University, China, and a Master’s degree in Information Technology from The University of Queensland, Australia.

Guang Cui, Director

Mr. Guang Cui has nearly three decades of experience in software engineering, system architecture, and technical management across the telecommunications, finance, and technology industries. Since 2021, he has served as an independent technical consultant, providing system architecture and technology innovation consulting to multiple technology companies. From 2016 to 2020, he was Senior Technical Manager in the FinTech Division of the Royal Bank of Canada, overseeing technical architecture and R&D for global payment systems. Between 2005 and 2015, he was a system architect and technical director at Oracle Corporation, leading enterprise-level cloud service architecture and database system development, and from 1996 to 2004, he served as a technical leader at Nortel Networks, focusing on core communication protocol development and team management. Mr. Cui brings deep expertise in large-scale distributed systems, enterprise software development, technical risk management, and cross-border team leadership, with a strong understanding of both North American and Asian technology markets. He holds a Bachelor of Science degree in Computer Science from the University of Toronto and a Master of Engineering degree in Electrical and Computer Engineering from the University of Waterloo.

Gwanggeun Jo, Director

Mr. Gwanggeun Jo has a strong background in digital assets and blockchain, with experience spanning strategic investments, institutional services, and technology research. Since 2023, he has served as a Senior Manager in the Strategic Investments department at Binance, leading due diligence and investment execution in emerging digital asset sectors. From 2021 to 2022, he worked as an Institutional Client Manager at Upbit, gaining insight into institutional-grade service models and compliance frameworks, and from 2019 to 2021, he served as a Blockchain Researcher at Dunamu, where he developed a systematic understanding of blockchain technology and market evolution. Mr. Jo began his career in 2016 as a Product Strategy Analyst in the FinTech Innovation Department of Naver, one of South Korea’s leading internet companies. He is skilled in synthesizing analytical methodologies and integrating advanced digital technologies with traditional financial structures to support sustainable business growth. Mr. Jo holds a Bachelor’s degree in Computer Science and a Master’s degree in Finance from Korea University.

Family Relationships

None of the directors or executive officers at the Company have a family relationship as defined in Item 401 of Regulation S-K.

Election of Officers

Each of our directors is appointed to hold office until the next annual meeting of our shareholders, until his or her respective successor is elected and qualified, or until he or she resigns or is removed in accordance with the applicable provisions of Wyoming law. Our officers are appointed by our board of directors and hold office until removed by our board of directors or until their resignation.

Board of Directors

We currently have a board of directors consisting of four members, all of whom are “independent” as defined in Nasdaq Rule 5605. We expect that all current directors will continue to serve after this offering. The directors will be re-elected at our annual general meeting of shareholders.

A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the directors. A general notice given to the directors by any director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

Board Committees

We have established three committees under the board of directors: Audit Committee, Compensation Committee and Nominating Committee. Each committee is governed by a charter approved by our board of directors. 

Audit Committee

Our Audit Committee consists of Wenbo Li (Chair), Guang Cui, Gwanggeun Jo, and Hsiu Wu. Each member of the Audit Committee will satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act. The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The Audit Committee is responsible for, among other things: 

Compensation Committee

Our Compensation Committee consists of Guang Cui, (Chair), Wenbo Li, Gwanggeun Jo and Hsiu Wu. Each of the Compensation Committee members satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. Our Compensation Committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. No officer may be present at any committee meeting during which such officer’s compensation is deliberated upon. The Compensation Committee will be responsible for, among other things:

Nominating Committee

Our Nominating Committee consists of Hsiu Wu (Chair), Wenbo Li, Guang Cui, and Gwanggeun Jo. Each member of the Nominating Committee will satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. The nominating committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The Nominating Committee will be responsible for, among other things:

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors and officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has been a party to any judicial or administrative proceeding during the past ten (10) years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Related Party Transactions,” our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics applicable to our directors, officers and employees. A copy of such code of conduct and ethics is available on our website at: http://www.nxtttech.com/h-col-120.html.

Insider Trading Policy

We have adopted an insider trading policy for directors, officers and employees of the Company that govern the purchase, sale and/or other dispositions of the Company’s securities and other securities by our directors, executive officers, employees and any member of his or her immediate family living in his or her household. A copy of such policy is filed hereto as Exhibit 19.1 and is incorporated herein by this reference.

Enforceability

Given that most of our executives officers and current directors are based in the People’s Republic of China and/or Hong Kong, it may be difficult, if not impossible, to acquire jurisdiction over these persons in the event that a lawsuit is initiated against us and/or our officers and directors by a stockholder or group of stockholders in the United States. Also, it may be difficult to enforce judgments obtained in the U.S. courts based on civil liability provisions of the U.S. federal securities laws against us and/or our officers and directors who do not currently reside in the U.S. or have substantial assets in the U.S. In addition, there is uncertainty as to whether the courts of the People’s Republic of China would recognize or enforce judgements of U.S. courts against us, or such officers and directors predicted upon the civil liability provisions of the securities laws of the U.S. or any state.

Board Diversity

The Board of Directors does not have a formal policy with respect to Board nominee diversity. In recommending proposed nominees to the Board of Directors, the Nominating Committee is charged with building and maintaining a board that has an ideal mix of talent and experience to achieve our business objectives in the current environment. In particular, the Nominating Committee is focused on relevant subject matter expertise, depth of knowledge in key areas that are important to us, and diversity of thought, background, perspective and experience so as to facilitate robust debate and broad thinking on strategies and tactics pursued by us.

The following table provides certain information regarding the diversity of our Board of Directors as of the date of this annual report.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to compensation for the years ended December 31, 2025 and 2024, earned by or paid to our chief executive officer and principal executive officer, our principal financial officer, and our other most highly compensated executive officers whose total compensation exceeded US$2,000 (the “named executive officers”). 

Employment Agreements

Our employment agreements with our officers generally provide employment for a specific term and set annual salaries, health insurance, pension insurance, paid vacation, and family leave time. The agreement may be terminated by either party as permitted by law.

We have entered into an independent director service agreement with each of the following directors of ours: Wenbo Li, Guang Cui, Gwanggeun Jo, and Hsiu Wu.

We entered into a Resignation and Release Agreement with Mr. Lichen Dong, our Chairman, pursuant to which Mr. Dong resigned as a member of the Board and any committee there, effective December 10, 2025. Pursuant to such agreement, we are required to pay a one-time cash payment in the amount of $120,000 to Mr. Dong within 90 business days from the date of his resignation. As of the date of this report issued, the Company has paid in full the $120,000 cash payment to Mr. Dong in satisfaction of its obligations under the Resignation and Release Agreement. The Resignation and Release Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2025.

Director Compensation

The following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended December 31, 2025.

The initial term on employment agreements shall automatically be extended on a yearly basis unless either party gives written notice to the other party 60 days prior to the expiration of the initial term stating that such party does not wish to extend the agreement.

For the fiscal year ended December 31, 2025, the Company did not grant any equity-based awards to its named executive officers or directors under the 2025 Equity Incentive Plan. While these individuals are eligible to participate in the Plan, management and the Board elected to prioritize direct share issuances to external consultants and strategic partners during the period to preserve cash and align external interests with Company growth.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans

At the Company’s 2024 annual meeting of stockholders, our stockholders approved the Next Technology Holding Inc. 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan authorizes the issuance of up to 80,000,000 shares of common stock to eligible employees, directors, and consultants of the Company. The purpose of the 2025 Plan is to attract, retain, and motivate personnel and advisors by aligning their interests with those of stockholders. On July 3, 2025, the Company filed a Registration Statement on Form S-8 (File No. 333-288503), registering 80,000,000 shares of common stock issuable under the 2025 Plan. Thereafter, the Company issued 70,000,000 shares of common stock under the 2025 Plan. Following the Company’s 200-for-1 reverse stock split effected on September 16, 2025, the remaining 10,000,000 unissued shares of common stock registered by such S-8 were proportionately reduced to 50,000 shares. On September 29, 2025, the Company filed another Registration Statement Form S-8 to register additional 9,950,000 shares of common stock, resulting in an aggregate of 10,000,000 shares registered and available for issuance under the 2025 Plan following the reverse stock split.

As of December 31, 2025, the Company has issued 72,020,000 shares of common stock to consultants for services rendered under the 2025 Plan, and 7,980,000 shares remain available for future issuance. Of the issued shares, 70,000,000 shares were issued prior to the Company’s 200-for-1 reverse stock split effected on September 16, 2025 and 2,020,000 shares were issued after the reverse stock split.

The following table sets forth information regarding the 2025 Plan as of December 31, 2025:

The following table sets forth information with respect to beneficial ownership of our common stock as of the date of hereof by:

Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of shares of common stock beneficially owned by a person listed below and the percentage ownership of such person, common stock underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all common stock shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of our Company at 1376-7 Oba, Kasukabe City, Saitama Prefecture, Grandage 3, Takebashi 408 Japan 344-0021. As of the date hereof, we have approximately 370 shareholders record on the book.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

RELATED PARTY TRANSACTIONS

Transactions with Related Persons

No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the last two fiscal years in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Our auditor for the fiscal year ended December 31, 2025, is CHI-LLTC.  

The Audit Committee has ratified CHI-LLTC, Independent Registered Public Accounting Firm, to audit our books, records and accounting for the year ended December 31, 2025.

The aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Audit Fees: The aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K and other services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees: The aggregate fees billed for assurance and related services rendered by the former principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the previous item, Audit Fees.

Tax Fees: The aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

All Other Fees: The aggregate fees billed for products and services provided by the principal accountant, other than the services reported under the previous item, Audit Fees and Tax Fees.

(a) Tax Fees for 2024 have been adjusted to $0 to correct the amounts previously reported in the February 9, 2026 Proxy Statement.

(b) All Other Fees for 2024 have been adjusted to $0 to correct the amounts previously reported in the February 9, 2026 Proxy Statement.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this annual report:

All schedules are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Next Technology Holding Inc (Formerly known as “WeTrade Group, Inc.”)

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Fair Value Measurement of Digital Assets (Bitcoin)

As disclosed in Note 4 to the financial statements, the Company holds bitcoin for trading and can be sold at any time. The Company expects to continue to accumulate BTC, when its price is low and expect to sell when its price is high. 

We identified the fair value measurement of the Company’s Bitcoin holdings as a critical audit matter because: (1) Digital assets represent a material position in the consolidated financial statements, and significant price volatility directly affects net income; (2) Fair value measurement involves substantial management judgment, including identification of the principal market and selection of exchange pricing source; (3) The nature of digital assets introduces additional audit complexity, including verification of existence and ownership.

The procedures we performed to address this critical audit matter included the following:

/S/ CHI-LLTC

We have served as the Company's auditor since 2026.

Malaysia

March 31, 2026

PCAOB ID Number 7320

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Next Technology Holding Inc (Formerly known as “WeTrade Group, Inc.”)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Next Technology Holding Inc. and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive income, consolidated statement of changes in stockholders' equity, and consolidated statement of cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ JWF Assurance PAC

We served as the Company's auditor from 2024 to 2026.

JWF Assurance PAC

Singapore

March 27, 2025

PCAOB ID Number 7095

NEXT TECHNOLOGY HOLDING INC

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2025 AND 2024

(All amounts in US$, except for number of shares)

The accompanying notes are an integral part of these financial statements. 

NEXT TECHNOLOGY HOLDING INC

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 

(All amounts in US$, except for number of shares and per share data)

The accompanying notes are an integral part of these financial statements.

NEXT TECHNOLOGY HOLDING INC

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(All amounts in US$, except for number of shares)