What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-27 compared with 2024-04-15 · 82 added, 204 removed, 1 unchanged (100% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

common stock is listed on the Nasdaq Capital Market under the symbol “NXTT”.

The following table sets forth, for the periods

indicated since then, the high and low closing prices of our common stock on the Nasdaq Capital Market as reported by Yahoo Finance.

2023(from June 9, 2023, post-reverse stock split)

last reported sales price for our shares of common stock on the Nasdaq Capital Market as of March 31, 2024 was $6.22 per share.

March 31, 2024, we had approximately 2,700 shareholders of record for our common stock.

transfer agent for our common stock is Globex Transfer LLC.

The transfer agent’s telephone number and address is (813) 344-4490

and 780 Deltona Blvd, Deltona, FL 32725.

of the close of business on December 31, 2023, there were approximately 2,700 holders of record of our common stock.

have not declared any cash dividends on our common stock during our two most recent fiscal years.

In the near future, we intend to retain

any earnings to finance the development and expansion of our business.

We do not anticipate declaring or paying any cash dividends on

our common stock in the foreseeable future.

The declaration and payment of cash dividends by us are subject to the discretion of the

Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements,

contractual restrictions and other factors deemed relevant at the time by the board of Directors.

We are not currently subject to any

contractual arrangements that restrict our ability to pay cash dividends.

Authorized for Issuance Under Equity Compensation Plans

of December 31, 2023, there are no compensation plans under which our equity securities are authorized for issuance.

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is listed on the Nasdaq Capital

Market under the symbol “NXTT”.

The last reported sales price for our shares of

common stock on the Nasdaq Capital Market as of December 31, 2024 was $2.44 per share.

As of March 27, 2025, we had approximately 358

shareholders recorded on the book for our common stock.

Transfer Agent

The transfer agent for our common stock is Transhare

Corporation .

The transfer agent’s telephone number and address are (303) 662-1112 and Bayside Center 1,17755 US Highway

19 N, Suite 140, Clearwater FL 33764 .

As of the close of business on March 27,

2025, there were approximately 358 holders of record of our common stock.

We have not declared any cash dividends on our

common stock during our two most recent fiscal years.

In the near future, we intend to retain any earnings to finance the development

and expansion of our business.

We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.

The declaration and payment of cash dividends by us are subject to the discretion of the Board.

Any future determination to pay cash dividends

will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed

relevant at the time by the board of Directors.

We are not currently subject to any contractual arrangements that restrict our ability

to pay cash dividends.

Securities Authorized for Issuance Under Equity

Compensation Plans

As of December 31, 2024, there are no compensation

plans under which our equity securities are authorized for issuance.

Sales of Unregistered Securities

June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation

to effect 1 for 185 reverse stock split (“Reverse Stock Split”).

The total issued and outstanding shares of the Company’s

common stock decreased from 195,057,503 to 1,054,530 shares, with the par value unchanged at zero.

September, 2023, there are 1,570,600 shares issued with the total amount of $12,616,454, the Company’s common stock issued has

been increased to 2,625,130 shares as of December 31, 2023.

of Equity Securities by the Issuer and Affiliated Purchasers

did not, nor did anyone on our behalf or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) of the Exchange Act,

repurchase any outstanding shares of our common stock during any month of our fiscal year ended December 31, 2023.

SELECTED FINANCIAL DATA

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 301 of Regulation S-K.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 .

NEXT TECHNOLOGY HOLDING INC (Formerly known as “WeTrade Group Inc”) was incorporated in the State of Wyoming on March 28, 2019.

We currently pursue two corporate strategies.

One business strategy is to continue providing software development services, and the other

strategy is to acquire and hold bitcoin.

provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS

software solutions for businesses of all types, including industrial and other businesses.

Acquisition Strategy

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.

view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin.

We have not set any specific target for

the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional

financings to purchase additional bitcoin.

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.

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.

of Officer and Director

December 11, 2023, according to the voting results of the Annual Shareholders’ Meeting (the “Meeting”), Lichen Dong,

Lim Kian Wee, Mahesh Thapaliya and Jianbo Sun are respectively appointed as the director of the Company, forming the new Board of Directors

of the Company.

Biming Guo, Ning Qin, Yuxing Ye no longer serves as the director of the Company.

December 11, 2023, the new Board of Directors held a regular meeting, and made the following resolutions:

Lichen Dong is appointed as the Chairman of the Board.

The Audit Committee of the Company is composed of all four independent directors (Lichen Dong, Lim Kian Wee, Mahesh Thapaliya and Jianbo

Sun) as members, and Lim Kian Wee is designated as the Chair of the Audit Committee.

The Nominating Committee of the Company is composed of all four independent directors (Lichen Dong, Lim Kian Wee, Mahesh Thapaliya and

Jianbo Sun) as members, and Lichen Dong is designated as the Chair of the Nominating Committee.

The Compensation Committee of the Company is composed of all four independent directors (Lichen Dong, Lim Kian Wee, Mahesh Thapaliya

and Jianbo Sun) as members, and Jianbo Sun is designated as the Chair of the Compensation Committee.

of Lichen Dong, Lim Kian Wee, Mahesh Thapaliya and Jianbo Sun qualifies as an independent director under rules of The Nasdaq Stock Market,

and does not have a family relationship with any director or executive officer of the Company, and has not been involved in any transaction

with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

December 13, 2023, Ms.

Annie Huang tendered her resignation as a Chief Financial officer of NEXT TECHNOLOGY HOLDING INC.

(the “Company”),

effective from December 13, 2023.

On the same day, approved by the Board of Directors, the Nominating Committee and the Compensation

Committee, Mr.

Ken Tsang was appointed as the Chief Financial Officer of the Company, effective December 13, 2023.

December 28, 2023, Mr.

Wei He Chun tendered his resignation as the chief executive officer, effective December 28, 2023.

of Operations

following tables provide a comparison of a summary of our results of operations for the fiscal years ended December 31, 2023 and 2022.

of Operations for the fiscal years ended December 31, 2023 and 2022

the year ended December 31,

revenue, non-related party

and Administrative

before income tax

$ (3,173,360 )

$ (6,793,718 )

from Operations

the fiscal year ended December 31, 2023 and 2022, total revenue was $2,633,308 and $nil, respectively.

the revenue is mainly generated

from the AI software development and SAAS software solutions for industrial and other businesses users.

of revenue mainly consists of staff payroll, system development costs and outsourcing staff cost for system development, which is in

line with the increase in revenue during the period.

and Administrative Expenses

the fiscal year ended December 31, 2023 and 2022, general and administrative expenses were $3,478,482 and $6,793,718 respectively.

decrease is mainly due to lesser expenses were incurred for the Nasdaq IPO professional fees in 2023 as compare to the prior reporting

a result of the factors described above, there was a net loss of $3,173,360 and $6,793,718 for the fiscal year ended December 31,

2023 and 2022, respectively, the decrease is mainly due to lesser expenses were incurred for the Nasdaq IPO professional fees in 2023

as compare to the prior reporting year.

following chart provides a summary of our balance sheets for the fiscal years ended December 31, 2023 and 2022, it should be read

in conjunction with the financial statements, and notes thereto.

and Cash equivalents

Digital Assets

Other receivables

related to discontinued operations

Account payable

to related parties

Other liabilities

related to discontinued operations

stockholders’ equity

of December 31, 2023, we had total assets of $54,939,405, which mainly consisted of $668,387 in cash, $35,206,901 in digital assets,

and $17,931,000 in other receivables and prepayments;

we had total liabilities of $4,038,084 which consisted of $926,456 in accounts

payables, $1,681,098 in amount due to related parties and $1,430,530 in other liabilities;

we had total stockholders’ equity of

continuing cash flow generated from operating activities is $8,129,215 for the fiscal years ended December 31, 2023 as compare to the

cash flow used in operating activities of $38,205,344 in prior year, which was increased by approximately of $46.3 million.

were mainly due to increase in assets related to discontinued operation.

continuing cash flow used in investing activities is $24,990,000 for the fiscal years ended December 31, 2023 as compare to $nil in prior

The increase was mainly due to acquisition of 833 BTC with the amount of $24,990,000 during the year.

generated from financing activities was $17,506,254 for the year ended December 31, 2023 as compare to the net cash generated from financing

activities of $39,345,676, which was decreased by approximately of $22.4 million.

decrease is mainly due to lesser in share placement of approximately $12.6 million during the period as compare to the share placement

of $37.5 million in prior year.

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

Accounting Policies

prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”).

GAAP represents a comprehensive set of accounting and disclosure rules and requirements.

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

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 financials

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.

Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts .

ASC 606 creates a five-step

model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts

or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction

price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance

obligation is satisfied.

The Company only applies the five-step model to contracts when it is probable that the Company will collect

the consideration it is entitled to in exchange for the services it transfers to its clients.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the

reported amounts of expenses during the reporting periods.

Actual results could differ from those estimates.

receivable are presented net of allowance for doubtful accounts.

The Group uses specific identification in providing for bad debts when

facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph.

If the financial

conditions of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may

Company maintains an allowance for doubtful accounts which reflects its best estimate of amounts that potentially will not be collected.

The Company determines the allowance for doubtful accounts on general basis taking into consideration various factors including but not

limited to the historical collection experience and credit-worthiness of the customers as well as the age of the individual receivables

Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company acquires that might

indicate that an account is uncollectible.

The facts and circumstances of each account may require the Company to use substantial judgment

in assessing its collectability.

Accounting Pronouncements

have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements

will have a material impact on the Company financial statements.

Sheet Arrangements

On March 1,2024, the Company entered into that the

share purchase agreement (the “Purchase Agreement”) with certain existing shareholders (the “Sellers”) of Future

Dao Group Holding Limited, an exempted company incorporated and existing under the laws of the Cayman Islands(the “Target”),pursuant

to which the Company agrees to purchase from the Sellers indirectly through Next Investment Group Limited, a wholly-owned subsidiary of

the Company (“Next Investment”), and the Sellers agree to sell to Next Investment, an aggregate of 2,000 ordinary shares (the

“Purchased Shares”) of the Target (the “Transaction”) at a per share purchase price of $6,698 per share for an

aggregate purchase price of $13,396,000 (the “Purchase Price”).Pursuant to the Purchase Agreement, at the closing of the Transaction,

the Company will pay the Purchase Price by issuing to the Sellers an aggregate of 3,940,000 shares of common stock of the Company (the

“Next Technology Common Stock”) based on an agreed-upon valuation of $3.4 per share (the “Per Share Price”).

Per Share Price is above $3.19, which is the average price per share of the shares of common stock of the Company traded on Nasdaq Capital

Market in the five trading days prior to the signing date of the Purchase Agreement.

Pursuant to the Purchase Agreement, each Seller will

receive its portion of the Company’s Common Stock proportionate to the number of the Purchased Shares to be sold by such Seller

to Next Investment under the Purchase Agreement, the transaction is expected to complete in end of April 2024.

Change of Company name

April 2, 2024, Wetrade Group Inc.

(the “Company”) changed its name to Next Technology Holding Inc.

The name change was made

pursuant to the Wyoming Business Corporations Act, and an amendment to Article I of the Company’s Amended and Restated Articles

of Incorporation was filed with the Wyoming Secretary of State on March 18, 2024 (Amendment ID:

2024-004669585).

common stock will continue to trade on the NASDAQ Stock Market under the ticker symbol "NXTT".

Outstanding stock certificates

for shares of the company are not affected by the name change.

They continue to be valid and need not be exchanged.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

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.

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

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, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity