What changed in this filing

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Item 1. Financial Statements

2024-12-12 compared with 2024-12-09 · 427 added, 409 removed, 293 unchanged (74% of the section changed)

Financial Statements

NEXT TECHNOLOGY HOLDINGS INC

NEXT TECHNOLOGY HOLDINGS

CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts shown

September 30,

(All amounts shown in U.S.

Current assets:

1 unchanged sentence

*Digital assets

Accounts receivable-third parties, net

Amount due from related parties

Total current

Non-current assets:

Investment in associate company

LIABILITIES AND STOCKHOLDERS’

Accounts receivable- non related parties, net

Total current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

1 unchanged sentence

****Amount due to related parties

**Tax payable

***Other payables

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no par value;

6,976,410 and 2,625,130 issued and outstanding on September 30, 2024 and December 31, 2023 respectively

Retained Earnings /(Accumulated

2,625,130 issued and outstanding on March 31, 2024 and December 31, 2023 respectively

Accumulated other comprehensive loss

*****Retained Earnings/(Accumulated Deficit)

( 11,634,558 )

Total stockholders’

Total liabilities

and stockholders’ equity

Total stockholders’ equity

Total liabilities and stockholders’ equity

* There is an adjustment of $263,947 in digital assets due to over-statement of its fair value of $263,947

** There is an adjustment of $4,142,759 in both tax expenses and deferred tax liabilities due to under-provision of tax expenses and an adjustment of $130,934 in tax payable.

*** There is a reclassification of $50,020 from accrued expenses to other payables and an adjustment of $520 in other payables due to error recording in other payables.

**** There is an adjustment of $12,000 in the amount due to related parties due to error recording in the amount due to related parties.

***** There is a prior year adjustment of $211,738 in FY 2023 accumulated deficit due to an increase in loss of discontinued operation in prior year.

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

NEXT TECHNOLOGY HOLDINGS INC

NEXT TECHNOLOGY HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

September 30,

Service revenue

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*General and administrative expense

( 1,242,128 )

Total operating expenses

( 1,242,128 )

(Loss)/ Profit from operations

( 1,242,128 )

Other income/(loss)

( 14,406,397 )

( 14,406,396 )

Loss from operations

**Other income

Profit/ (loss) before income taxes

( 13,412,061 )

( 13,714,836 )

***Income tax expenses

2 unchanged sentences

$ ( 166,295 )

$ ( 13,714,836 )

Net profit/ (loss) from discontinued operation

Net loss from discontinued operation

Comprehensive income

Net profit/ (loss)

$ ( 942,121 )

Other comprehensive income

*Foreign currency translation adjustment

Total comprehensive profit/(loss)

$ ( 631,545 )

$ ( 15,267,014 )

Earnings /(Loss) per share, basic and diluted from continuing operation

Earnings /(Loss) per share, basic and diluted from continuing

Earnings /(Loss) per share, basic and diluted from discontinued operation

*Weighted-average shares outstanding, basic and diluted

* There is an adjustment of $2 in general and administrative expenses and $8 in foreign currency translation adjustment due to rounding errors.

** There is an adjustment of $194,622 in other income due to error recording and over-statement of other income of $194,622.

*** There is an adjustment of $4,142,759 in both tax expenses and deferred tax liabilities due to under-provision of tax expenses.

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

NEXT TECHNOLOGY HOLDINGS INC

NEXT TECHNOLOGY HOLDINGS

CONDENSED CONSOLIDATED STATEMENT OF CHANGES

IN STOCKHOLDERS’ EQUITY

Three months ended September 30, 2024

Balance as of June 30, 2024

Net profit for the period

Gain from discontinued operation

Balance as of September 30, 2024

Nine months ended September 30, 2024

Three months ended March 31, 2024

(Accumulated Deficit)/ Retained

Comprehensive

Balance as of December 31, 2023

$ ( 11,634,558 )

Stock issued during the period

Foreign currency translation adjustment

*Net profit for the period

Gain from discontinued operation

Balance as of September 30, 2024

Three months ended September 30, 2023

Balance as of June 30, 2023

$ ( 3,871,203 )

Stock issued during the period

Gain from discontinued operation

Net loss for the period

( 13,412,061 )

Balance as of September 30, 2023

$ ( 16,981,872 )

Nine months ended September 30, 2023

Balance as of March 31, 2024

* Adjustment of $194,622 in other income due to error recording and over-statement of other income of $194,622 and there is an adjustment of $4,142,759 in both tax expenses due to under-provision of tax expenses.

Three months ended March 31, 2023

Comprehensive

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$ ( 310,576 )

Stock issued during the period

Foreign currency translation adjustment

*Loss from discontinued operation

( 1,552,178 )

Net loss for the period

1 unchanged sentence

$ ( 166,295 )

Balance as of September 30, 2023

Balance as of March 31, 2023

$ ( 2,656,979 )

* There is a prior year adjustment of $211,738 in FY 2023 accumulated deficit due to an increase in loss of discontinued operation in prior year.

The accompanying notes are an integral part

of these unaudited condensed consolidated f inancial statements.

NEXT TECHNOLOGY HOLDINGS INC

NEXT TECHNOLOGY HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months Ended

September 30,

Cash flows from operating activities:

1 unchanged sentence

$ ( 166,295 )

Fair value (gain)/loss from digital assets

( 17,899,568 )

Gain/ (loss) from discontinued operation

**Fair value gain from digital assets

( 24,019,399 )

Loss from discontinued operation

Changes in operating assets and liabilities:

1 unchanged sentence

***Account payables

Director fee payable

Accrued expenses

****Directors’ fee payable

******Tax payable

******Other payables

1 unchanged sentence

Net cash flows used in continued operating activities

( 11,886,808 )

Net cash flows used in discontinued operating activities

Net cash flows (used in)/ provided by operating activities

Cash flow from Investing activities:

Prepayment for digital assets

( 12,125,500 )

Digital assets

( 24,990,000 )

Net cash flows used in investing activities

( 37,115,500 )

Net cash flows used in operating activities

Cash flow from financing activities:

****Shareholders loan

Proceeds from stock issuances

Net cash flows from financing activities

Net cash flows from discontinued activities

Net cash flows provided by financing activities

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Cash paid for taxes

* There is an adjustment of $4,142,759 in both tax expenses and an adjustment of 194,622 in other income, therefore resulting in changes in net profit in operating activities.

** There is an adjustment of $194,622 in fair value gain from digital assets due to over-provision of its fair value gain.

*** There is an adjustment of $2 in account payables due to rounding error.

**** There is a reclassification of $40,000 from shareholders’ loan to directors’ fee payable in operating activities.

***** There is an adjustment of $4,142,759 in both tax expenses and deferred tax liabilities due to under-provision of tax expenses.

****** Reclassification of $130,934 from other payables to tax payable

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

NEXT TECHNOLOGY HOLDINGS INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NEXT TECHNOLOGY HOLDINGS

TO CONDEDSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS

Next Technology Holdings Inc (formerly known as WeTrade Group, Inc) was incorporated in the State of Wyoming on March 28, 2019 .

Next Technology Holdings 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.

business strategy is to continue providing software development services, and the other strategy is to acquire and hold bitcoin.

Software development

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issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase

We view our bitcoin holdings as long-term

holdings and expect to continue to accumulate bitcoin.

We have not set any specific target for the amount of bitcoin we seek to hold,

and we will continue to monitor market conditions in determining whether to engage in additional 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

We view our bitcoin holdings as long-term holdings

and expect to continue to accumulate bitcoin.

We have not set any specific target for the amount of bitcoin we seek to hold, and we will

continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.

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

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digital asset

Market Value of

Balance on December 31, 2023

1 unchanged sentence

Fair value change during the period

Balance on September 30, 2024

Balance on March 31, 2024

Restatement of previously issued financial

The Company discovered rounding errors

and accounting treatment errors in general and administrative expenses, other income, tax expenses, amount due to related parties,

deferred tax liabilities and other payables and accrued expenses during the audit review for the period ended March 31, 2024,

including rounding error of $ 2 in general and administrative expenses, over-statement of other income and digital assets,

under-provision of tax expenses and deferred tax liabilities of $ 4,142,759 , reclassification of $ 130,934 tax payable from other

payable, and adjustment of $ 12,000 in amount due to related parties for the three-month period ended March 31, 2024.

Effects of the restatement are as follows:

Consolidated statement of operation for the three-month period

ended March 31, 2024

(Not reviewed)

General and administrative expenses

$ ( 330,143 )

$ ( 330,145 )

$ ( 194,622 )

$ ( 4,142,759 )

$ ( 4,337,383 )

Consolidated statement

of operation for the three-month period ended March 31, 2023

(Not reviewed)

General and administrative expenses

$ ( 212,194 )

$ ( 166,295 )

$ ( 212,194 )

$ ( 166,295 )

Consolidated balance sheet as of March 31, 2024

(Not reviewed)

Digital assets

$ ( 263,947 )

Amount due to related parties

$ ( 1,721,732 )

$ ( 1,733,732 )

Accrued expenses

Deferred tax liabilities

$ ( 4,142,759 )

$ ( 130,934 )

Other payables and accrued expenses

$ ( 1,840,000 )

$ ( 1,889,500 )

Total liabilities

$ ( 4,535,879 )

$ ( 4,285,173 )

$ ( 8,821,052 )

Accumulated profit

$ ( 12,461,058 )

$ ( 4,549,121 )

Consolidated balance sheet as of December 31, 2023

(Not reviewed)

Accumulated deficit

$ ( 11,422,820 )

$ ( 211,738 )

$ ( 11,634,558 )

Total shareholders’ equity

$ ( 211,738 )

Consolidated statement

of cash flows for the three-month period ended March 31, 2024

(Not reviewed)

Cash flows from operating activities:

$ ( 4,337,383 )

Fair value gain from digital assets

$ ( 24,214,021 )

$ ( 24,019,399 )

Deferred tax liabilities

Account payables

Directors’ fee payables

Net cash flow used in operation

Cash flows from financing activities:

Shareholders’ loan

Net cash flow provided by financing

NOTE 2 – SUMMARY OF SIGNIFICANT

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have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

condensed consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant inter-company

transactions and balances have been eliminated in consolidation.

The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant

inter-company transactions and balances have been eliminated in consolidation.

The condensed consolidated financial statements

of the Company as of and for the nine months ended September 30, 2024 and 2023 are unaudited.

of the Company as of and for the three months ended March 31, 2024 and 2023 are unaudited.

In the opinion of management, all adjustments

(including normal recurring adjustments) that have been made are necessary to fairly present the financial position of the Company as

of September 30, 2024, the results of its operations for the nine months ended September 30, 2024 and 2023, and its cash flows for the

nine months ended September 30, 2024 and 2023.

Operating results for the quarterly periods presented are not necessarily indicative of

the results to be expected for a full fiscal year.

of March 31, 2024, the results of its operations for the three months ended March 31, 2024 and 2023, and its cash flows for the three

months ended March 31, 2024 and 2023.

Operating results for the quarterly periods presented are not necessarily indicative of the results

to be expected for a full fiscal year.

The statements and related notes have been

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The Company has early applied ASU 2023-08 and measured crypto assets (presented as digital assets) at fair value with changes

recognized in net income this period.

recognized in net income this year.

The following table summarizes the Company’s

digital asset holdings as of:

September 30,

Approximate number of bitcoins held

1 unchanged sentence

Gain on digital assets during the period/ Year

As of September 30, 2024, the Company had approximately

833 bitcoins which had a carrying value of approximately $ 53.04 million.

of March 31, 2024, approximately 833 of the bitcoins held by the Company, which had a carrying value of approximately $ 59.2 million on

the Company’s Consolidated Balance Sheets as of March 31, 2024.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments

purchased with a maturity period of three months or less to be cash or cash equivalents.

The carrying amounts reported in the accompanying

unaudited condensed consolidated balance sheets for cash and cash equivalents approximate their fair value.

All of the Company’s

cash that is held in bank accounts in Hong Kong and PRC are not protected by Federal Deposit Insurance Corporation (“FDIC”)

Functional Currency

The Company’s principal countries of

operations are USA and Hong Kong.

The accompanying condensed consolidated financial statements are presented in US$ and the functional

currency of the Company is US$.

Investment in associate company that we have significant influence

but do not have control over the investee are accounted for under the equity method.

We will periodically review the investment for impairment.

The initial measurement and periodic subsequent adjustments of the investment are calculated by applying the ownership percentage to the

net assets or equity of the partially owned entity under ASC 323.

The Company considers all highly liquid debt

instruments purchased with a maturity period of three months or less to be cash or cash equivalents.

The carrying amounts reported in

the accompanying unaudited condensed consolidated balance sheets for cash and cash equivalents approximate their fair value.

Company’s cash that is held in bank accounts in Hong Kong and PRC are not protected by Federal Deposit Insurance Corporation (“FDIC”)

Foreign Currency

The Company’s principal country of operations

The accompanying condensed consolidated financial statements are presented in US$.

The functional currency of the Company

is US$, and the functional currency of the Company’s subsidiaries is RMB.

The condensed consolidated financial statements are translated

into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses.

accounts are translated at their historical exchange rates when the capital transactions occurred.

The resulting translation adjustments

are recorded as a component of shareholders’ equity included in other comprehensive income.

Gains and losses from foreign currency

transactions are included in profit or loss.

There were no gains and losses from foreign currency transactions from the inception to

March 31, 2024.

US$ exchange rate

The balance sheet amounts, with the exception

of equity, as of March 31, 2024 and December 31, 2023 were translated at 7.22 RMB and 7.09 RMB to US$ 1.00 , respectively.

The equity accounts

were stated at their historical rates.

The average translation rates applied to statements of operations and comprehensive income accounts

for the period ended March 31, 2024 and year ended December 31, 2023 were 7.18 RMB and 7.08 RMB to US$ 1.00 , respectively.

were also translated at average translation rates for the period and, therefore, amounts reported on the statement of cash flows

would not necessarily agree with changes in the corresponding balances on the condensed consolidated balance sheet.

Consolidation

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Use of Estimates

The preparation of financial statements in conformity

with US GAAP requires management to make judgement estimates and assumptions that affect the amounts reported in the condensed consolidated

financial statements and accompanying notes.

Management believes that the estimates used in preparing the financial statements are reasonable

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

the amounts reported in the condensed 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 the allowance for expected

credit loss, valuation of deferred tax assets, and certain accrued liabilities such as contingent liabilities.

accounting estimates include the allowance for expected credit loss, valuation of deferred tax assets, and certain accrued liabilities

such as contingent liabilities.

Accounts Receivable

Accounts receivables are presented net of allowance

for expected credit loss.

The Company uses specific identification in providing for bad debts when facts and circumstances indicate that

collection is doubtful and based on factors listed in the following paragraph.

If the financial conditions of its customers were to deteriorate,

resulting in an impairment of their ability to make payments, additional allowance may be required.

The Company maintains an allowance for expected

credit loss which reflects its best estimate of amounts that potentially will not be collected.

In determining the amount of the allowance

for credit losses, the Company considers historical collection history based on past due status, the current aging of receivables, customer-specific

credit risk factors including their current financial condition, current market conditions, and probable future economic conditions which

inform adjustments to historical loss patterns.

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

the Company has acquired 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.

receivables are presented net of allowance for expected credit loss.

The Company uses specific identification in providing for bad debts

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

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 expected credit loss which reflects its best estimate of amounts that potentially will not be collected.

The Company determines the allowance for expected credit loss on general basis taking into consideration various factors including but

not limited to 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 has acquired 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.

The Company adopted Accounting Standards Update

2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize operating and financing lease liabilities and

corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty

of cash flows arising from leasing arrangements.

2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize operating and financing lease liabilities

and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and

uncertainty of cash flows arising from leasing arrangements.

Operating leases are included in operating lease

right-of-use (“ROU”) assets and short-term and long-term lease liabilities in our condensed consolidated balance sheets.

leases are included in property and equipment, other current liabilities, and other long-term liabilities in our condensed consolidated

Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our condensed consolidated

balance sheets.

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information available at commencement date in determining the present value of lease payments.

We use the implicit rate when readily determinable.

We use the implicit rate when readily

determinable.

The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

The lease terms may include options

to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease payments is

recognized on a straight-line basis over the lease term.

ASU 2016-02 requires that public companies use a secured incremental

browning rate for the present value of lease payments when the rate implicit in the contract is not readily determinable.

The lease terms may

include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease

payments is recognized on a straight-line basis over the lease term.

ASU 2016-02 requires that public companies use

a secured incremental browning rate for the present value of lease payments when the rate implicit in the contract is not readily determinable.

We determine a secured rate on a quarterly basis and update the weighted average discount rate accordingly.

Software Development Costs

We apply ASC 985-20, Software—Costs of Software

to Be Sold, Leased, or Marketed, in analyzing our software development costs.

ASC 985-20 requires the capitalization of certain software

development costs subsequent to the establishment of technological feasibility for a software product in development.

Research and development

costs associated with establishing technological feasibility are expensed as incurred.

Based on our software development process, technological

feasibility is established upon the completion of a working model.

In addition, we apply this to our review of development projects related

to software used exclusively for our SaaS subscription offerings.

In these reviews, all costs incurred during the preliminary project

stages are expensed as incurred.

Once the projects have been committed to and it is probable that the projects will meet functional requirements,

costs are capitalized.

We apply ASC 985-20, Software—Costs of

Software to Be Sold, Leased, or Marketed, in analyzing our software development costs.

ASC 985-20 requires the capitalization of certain

software development costs subsequent to the establishment of technological feasibility for a software product in development.

and development costs associated with establishing technological feasibility are expensed as incurred.

Based on our software development

process, technological feasibility is established upon the completion of a working model.

In addition, we apply this to our review of

development projects related to software used exclusively for our SaaS subscription offerings.

In these reviews, all costs incurred during

the preliminary project stages are expensed as incurred.

Once the projects have been committed to and it is probable that the projects

will meet functional requirements, costs are capitalized.

Income taxes are determined in accordance with

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be required to file tax returns that are subject to examination by the Inland Revenue Department of Hong Kong and Tax Department of PRC.

Earnings/ (Loss) Per Share

/ (Loss) Per Share

Earnings/(Loss) per share of common stock attributable

7 unchanged sentences

the calculation of diluted EPS in profit periods as their effect would be anti-dilutive.

As of September 30, 2024, there were no potentially

As of March 31, 2024, there were no potentially

dilutive shares.

September 30,

Statement of Operations

Summary Information:

Weighted-average common

shares outstanding - basic and diluted

Earnings/ (loss) per share,

basic and diluted

Statement of Operations Summary Information:

Net Profit/ (Loss)

$ ( 166,295 )

Weighted-average common shares outstanding - basic and diluted

Earnings / (loss) per share, basic and diluted

Fair Value Measurements

The Company follows guidance for accounting for

fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized

or disclosed at fair value in the financial statements on a recurring basis.

Additionally, the Company adopted guidance for fair value

measurement related to non-financial items that are recognized and disclosed at fair value in the financial statements on a non-recurring

The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are

recognized or disclosed at fair value in the financial statements on a recurring basis.

Additionally, the Company adopted guidance for

fair value measurement related to non-financial items that are recognized and disclosed at fair value in the financial statements on

a non-recurring basis.

The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure

The hierarchy gives the highest priority to unadjusted

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Recent accounting pronouncements issued by the

FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by

management to have a material impact on the Company’s present or future financial statements.

FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed

by management to have a material impact on the Company’s present or future financial statements.

NOTE 4 – REVENUE

We are in the business of acquiring and holding of bitcoin and providing

AI-enabled software development services for industrial and other customers.

As of and for the period ended September 30,

2024, there was no revenue generated from SAAS business.

We are in the business of providing AI-enabled

software development services for industrial and other customers.

As of and for the period ended March 31, 2024,

there were no revenue generated from SAAS business.

NOTE 5 – CASH AND CASH EQUIVALENTS

As of September 30, 2024, the Company held

cash in bank in the amount of $ 668,387 , which consists of the following:

September 30,

As of March 31, 2024, the Company held cash

in bank in the amount of $ 668,388 , which consists of the following:

Bank Deposits- Outside USA

NOTE 6 – DIGITAL ASSETS

As of September 30, 2024, digital assets holdings

As of March 31, 2024, digital assets holdings

are as follows:

September 30,

Opening balance

Purchase of BTC

Fair value gain from digital assets

Gain from digital assets

Ending balance

As of September 30, 2024, the Company held approximately 833 BTC at

the total cost of $ 24,990,000 .

For the nine months ended September 30, 2024 and for the year ended December 31, 2023, the Company recognized

fair value gain of $ 17,899,568 and $ 10,147,576 on digital assets respectively.

Amended and Restated BTC Trading Contract

On September 24, 2024, the Company and the

Association Seller entered into an Amended and Restated BTC Trading Contract (the “Amended BTC Contract”), which amended

and restated the BTC Contract.

Under the Amended BTC Contract, the Company is entitled to purchase up to 5,167 BTC (the “Total

BTC”) from the BTC sellers set forth on Schedule I to the Amended BTC Contract (the “Schedule I BTC Sellers”) through

the Association Seller at a purchase price of US$ 30,000 per BTC (subject to an additional purchase price by issuance of warrants to purchase

shares of Common Stock at a nominal exercise price as described below) over a 12-month period commencing on the date of the Amended BTC

The purchase price for the Total BTC will be paid by the Company in cash or shares of Common Stock.

Although the Amended BTC

Contract states that the Association Seller (Party B) “owns the virtual currency”, to our knowledge, this statement was mistakenly

As of the date of the Amended BTC Contract, it were the Schedule I BTC Sellers who are the individual members of the Association

Seller, not the Association Seller itself, who own the BTC to be sold under the Amended BTC Contract.

To our knowledge, the Association Seller entered

into a cooperation agreement with each Schedule I BTC Sellers (the “Cooperation Agreement”) on the same day when the Amended

BTC Contract was entered.

Under the Cooperation Agreement, each Schedule I BTC Seller agrees to transfer a specified number of BTC (as

set forth in the Cooperation Agreement) to a BTC wallet address designated by the Association Seller for the transactions contemplated

under the Amended BTC Contract.

While we believe the Association Seller will

be able to coordinate with its members to fulfill the Company’s purchase of BTC if the Company so decides, we cannot guarantee

that the Company will successfully acquire BTC pursuant to the Amended BTC Contract.

The Amended BTC Contract was entered into solely

between the Company and the Association Seller and no Schedule I BTC Sellers owe any legal obligation to the Company in connection with

the purchase and sale of BTC.

Furthermore, as the Company is not a party to the Cooperation Agreement, it cannot enforce the terms of

the Cooperation Agreement against any Schedule I BTC Sellers should such Schedule I BTC Sellers do not perform their obligations under

the Cooperation Agreement.

For example, if a Schedule I BTC Seller does not transfer its committed BTC to the Association Seller pursuant

to the Cooperation Agreement, we may not be able to purchase such BTC from the Association Seller pursuant to the Amended BTC Contract.

At the time when the Amended BTC Contract was

signed, the Company indicated its intent to exercise the option to purchase 5,000 BTC out of the Total BTC pursuant to the Amended BTC

Contract (the “Amended 5,000 BTC Transaction”).

According to the terms of the Amended BTC Contract, the previously-made Prepayment

Amount will be applied towards the total purchase price for the Amended 5,000 BTC Transaction and the Company will pay the remaining balance

through (i) the issuance of 135,171,078 shares of Common Stock (the “Shares”) valued at $ 1.02 per share and (ii) the issuance

of warrants to purchase 294,117,647 shares of Common Stock at a nominal exercise price (the “Warrants”).

The value of $ 1.02 per share for the Shares

is equal to the sum of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the Amended

BTC Contract, and (ii) $ 0.01 .

Using the same per value valuation, the warrants are worth approximately $ 300,000,000 .

Pursuant to the Amended BTC Contract, the

Company shall exercise its option to purchase BTC thereunder prior to September 24, 2025.

While the Company’s purchase option thereunder

is time-limited, the Amended BTC Contract itself will remain in effect without a defined expiration date, unless otherwise terminated.

In the event of a breach by either party, the non-breaching party has the right to terminate the agreement.

In such case, the breaching

party will be obligated to pay a penalty of $ 18,000,000 to the non-breaching party.

above description of the Amended BTC Contract does not purport to be complete, and is qualified in its entirety by reference to the full

text of the Amended BTC Contract, a copy of which is attached to the Company’s Current Report on Form 8-K as Exhibit 10.1, filed

with the SEC on September 27, 2024, which is incorporated by reference

Impact on Company’s Capitalization and

Stockholder Approval

The issuance of securities pursuant to the Amended

BTC Contract will not affect the rights of the Company’s existing stockholders, but such issuances will have a significant dilutive

effect on the Company’s existing stockholders, including the voting power of the existing stockholders.

As of the date of this report, there were 6,976,410 issued and outstanding

shares of the Common Stock .

Immediately after the issuance of the Shares (assuming no exercise of

the Warrants), there will be 142,147,488 issued and outstanding shares of the Common Stock, and the ownership percentage of the Company’s

existing stockholders in the Company will be diluted to approximately 4.91 %.

Assuming full exercise of the Warrants concurrently with

the issuance of the Shares, immediately after the issuance of the Shares, there will be 436,265,135 issued and outstanding shares of Common

Stock, and the ownership percentage of the Company’s existing stockholders in the Company will be further diluted to approximately

Pursuant to Nasdaq Rule

5635(a), if an issuer intends to issue common stock or securities convertible into or exercisable for common stock, in connection with

the acquisition of stock or assets of another company, which may equal or exceed 20 % of the outstanding common stock or voting power on

a pre-transaction basis, the issuer generally must obtain the prior approval of its stockholders.

Pursuant to Nasdaq Rule 5635(d), if

an issuer intends to issue common stock or securities convertible into or exercisable for common stock, other than in a public offering,

which may equal or exceed 20 % of the outstanding common stock or voting power on a pre-transaction basis for a price that is lower than

(i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of a binding agreement;

average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding

the signing of the binding agreement for such common stock, the issuer generally must obtain the prior approval of its stockholders.

The Shares to be issued to the Schedule I

BTC Sellers in the Amended 5,000 BTC Transaction exceeds the threshold for which stockholder approval is required under Nasdaq Rule 5635(a),

and the Warrant Shares to be issued to the Schedule I BTC Sellers upon the full exercise of the Warrants could result in the issuance

of a number of shares exceeding the threshold and pricing for which stockholder approval is required under Nasdaq 5635(d).

Company is required to obtain requisite stockholder approval for the Amended 5,000 BTC Transaction.

As disclosed in a Preliminary

Information Statement on Schedule 14C filed by the Company on October 3, 2024, the Company has obtained the requisite stockholder approval

for the Amended 5,000 BTC Transaction in accordance with the Company’s articles of incorporation and bylaws on September 24, 2024.

NOTE 7 – ACCOUNTS RECEIVABLE

As of September 30, 2024, accounts receivable

are related to the services fee from customers as follows:

September 30,

As of March 31, 2024, the Company held approximately

833 BTC at the total cost of $ 24,990,000 .

For the three months ended March 31, 2024 and for the year ended December 31, 2023, the

Company recognized gain of $ 24,019,399 and $ 10,147,576 on digital assets respectively.

7 – ACCOUNTS RECEIVABLE

The Company does not require collateral for accounts

The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses.

The Company records

the allowance against bad debt expense through the condensed consolidated statements of operations, included in general and administrative

expense, up to the amount of revenues recognized to date.

Receivables are written off and charged against the recorded allowance when

the Company has exhausted collection efforts without success.

There is no allowance for expected credit loss as the accounts receivable

has been received as at reporting date.

of March 31, 2024, accounts receivable are related to the services fee receivable from customers as follow:

Accounts Receivable

Company does not require collateral for accounts receivable.

The Company maintains an allowance for its doubtful accounts receivable

due to estimated credit losses.

The Company records the allowance against bad debt expense through the condensed consolidated statements

of operations, included in general and administrative expense, up to the amount of revenues recognized to date.

Receivables are written

off and charged against the recorded allowance when the Company has exhausted collection efforts without success.

There is no allowance

for expected credit loss as the accounts receivable has been received as at reporting date.

NOTE 8 – PREPAYMENTS

As of September 30, 2024, prepayments consist

of the following:

September 30,

As of March 31, 2024, prepayments consist of

the following:

Prepayment for digital assets

6 unchanged sentences

None of the members of the Association Seller hold equity, serve as director or officer,

or otherwise have voting power or management rights of the Association Seller.

or otherwise has voting power or management rights of the Association Seller.

Under the BTC Contract, the Company has the

11 unchanged sentences

and no BTC Sellers owe any legal obligation to the Company in connection with the purchase and sale of BTC.

Following the execution of the BTC Contract, the

Company purchased 833 BTC from the BTC Sellers and decided to purchase an additional 1,000 BTC (the “1,000 BTC Purchase”).

As of December 31, 2023, the Company made a prepayment to the BTC Sellers through the Association Seller of approximately $ 12,125,500

(the “Prepayment Amount”), representing 40 % of the total purchase price for 1000 BTC.

Following the execution of the BTC Contract, the Company

purchased 833 BTC from the BTC Sellers and decided to purchase an additional 1,000 BTC (the “1,000 BTC Purchase”).

December 31, 2023, the Company made a prepayment to the BTC Sellers through the Association Seller of approximately $ 12,125,500 (the

“Prepayment Amount”), representing 40 % of the total purchase price for 1000 BTC.

The prepayment was made to secure favorable

4 unchanged sentences

its right under the BTC Contract to purchase 5,000 BTC (the “5,000 BTC Purchase”), which includes the previously planned

To reflect the then price increase in BTC and finalize the transaction details of the 5,000 BTC Purchase, the Company and the Association

Seller entered into that certain Amendment Agreement (the “Amendment Agreement”) on May 2, 2024, which was previously disclosed

in a Form 8-K filed by the Company on May 6, 2024.

According to the Amendment Agreement, the Company

agreed to pay the aggregate price for the 5,000 BTC through the issuance of 40,000,000 shares of the Company’s common stock (the

“Common Stock”) valued at $ 3.75 per share, which was the closing market price of the Common Stock as of May 1, 2024 (the “Then

FMV”) and warrants to purchase 80,000,000 shares of the Common Stock with the exercise price of $ 2.6 per share (equal to 70 % of

the Then FMV).

In connection with the 5,000 BTC Purchase, on May 8, 2024, the Company filed a Preliminary Information Statement on Schedule

14C (the “Preliminary 14C”).

Subsequently, the Company decided to cease pursuing the 5,000 BTC Purchase due to the market

fluctuations in BTC and further discussions with the BTC Sellers, which was previously disclosed on a Form 8-K filed by the Company on

June 26, 2024.

To reflect the then price increase in BTC and finalize the transaction details of the 5,000 BTC Purchase, the Company and

the Association Seller entered into that certain Amendment Agreement (the “Amendment Agreement”) on May 2, 2024, which was

previously disclosed in a Form 8-K filed by the Company on May 6, 2024.

According to the Amendment Agreement, the Company agreed

to pay the aggregate price for the 5,000 BTC through the issuance of 40,000,000 shares of the Company’s common stock (the “Common

Stock”) valued at $ 3.75 per share, which was the closing market price of the Common Stock as of May 1, 2024 (the “Then FMV”)

and warrants to purchase 80,000,000 shares of the Common Stock with the exercise price of $ 2.6 per share (equal to 70 % of the Then FMV).

In connection with the 5,000 BTC Purchase, on May 8, 2024, the Company filed a Preliminary Information Statement on Schedule 14C (the

“Preliminary 14C”).

Subsequently, the Company decided to cease pursuing the 5,000 BTC Purchase due to the market fluctuations

in BTC and further discussions with the BTC Sellers, which was previously disclosed on a Form 8-K filed by the Company on June 26, 2024.

Despite the cancellation of the 5,000 BTC Purchase, negotiations regarding

1 unchanged sentence

The Company’s original plan was to settle the remaining 60% of the total purchase price

for 1,000 BTC through the issuance of the Common Stock at a per share price based on the average market price over a five-day period immediately

prior to the date of the completion of the 1,000 BTC Purchase.

However, the Board believed in the potential long-term appreciation of

As a result, it has decided to halt the 1,000 BTC Purchase and instead re-negotiate the terms with the Associate Seller to acquire

5,167 BTC, which represents the maximum number of BTC that the Company was entitled to purchase under the BTC Contract minus the BTC already

acquired under the BTC Contract.

NOTE 9 – INVESTMENT

As of September 30, 2024, investment consist of

the following:

September 30,

Investment in an associate company

In April 2024, there are 3,940,000 shares issued

with the total amount of $ 13,396,000 for the acquisition of 20 % of associate company.

The officers, directors and selling shareholders

of associate company are not related party and independent with each other, which are not acting in concert with others.

Investment in associate company that we have significant

influence but do not have control over the investee are accounted for under the equity method.

We will periodically review the investment

for impairment.

The initial measurement and periodic subsequent adjustments of the investment are calculated by applying the ownership

percentage to the net assets or equity of the partially owed entity under ASC 323.

for 1,000 BTC through the issuance of the Common Stock at a per share price based on the average market price over a five-day period

immediately prior to the date of the completion of the 1,000 BTC Purchase.

However, the Board believed in the potential long-term appreciation

As a result, it has decided to halt the 1,000 BTC Purchase and instead re-negotiate the terms with the Associate Seller to

acquire 5,167 BTC, which represents the maximum number of BTC that the Company was entitled to purchase under the BTC Contract minus

the BTC already acquired under the BTC Contract.

NOTE 9 – AMOUNT DUE TO RELATED PARTIES

September 30,

Related parties payable

2 unchanged sentences

The related party balance of $ 282,535 represented

advances from former shareholders for the Company’s daily operation.

As of September 30, 2024, the amount due to shareholders

advances from former shareholders for Company’s daily operation.

As of March 31, 2024, the amount due to shareholders

of $ 607,197 represented advances and professional expenses paid on behalf by Shareholders, which consist of audit fees, lawyers’

fee and other professional expenses.

As of September 30, 2024, the director fee payable

of $ 896,000 represented the accrual of director fees from the appointment date to September 30, 2024.

The amount due to related parties are interest

free, unsecured and have no fixed repayment period.

As of March 31, 2024, the director fee payable

of $ 844,000 represented the accrual of director fees from the appointment date to March 31, 2024.

amount due to related parties are interest free, unsecured and have

no fixed repayment period.

NOTE 10 – ACCOUNT PAYABLES

As of September 30, 2024 and December 31, 2023, account

payables are related to the software services fee payables to suppliers as follow:

September 30,

Account payables

As of March 31, 2024 and December 31, 2023, account

payable are related to the software services fee payables to suppliers as follow:

Account payable

NOTE 11 – OTHER PAYABLES

As of September 30, 2024, other payables consist

As of March 31, 2024, other payables consist

of unpaid professional fee as follows:

September 30,

Professional fees

Professional fee payables of $ 1,082,500 comprise outstanding legal

fees in relation to shareholders’ litigation, BTC consultant fee and listing compliance fee owing to professional parties.

Professional fees of $ 1,889,500 comprise outstanding legal fees in

relation to shareholders’ litigation, BTC consultant fee and listing compliance fee owing to professional parties.

NOTE 12 – SHAREHOLDERS’ EQUITY

The Company has an unlimited number of authorized ordinary shares and

has issued 6,976,410 shares with no par value as of September 30, 2024.

Company has an unlimited number of authorised ordinary shares and has issued 2,625,130 shares with no par value as of March 31, 2024.

On March 29, 2019, the Company issued 100,000,000

3 unchanged sentences

The total outstanding shares has increased to 100,074,000 shares as of December 31, 2019.

In February 2020, 1,666,666 shares were issued at $ 3 per share to 2

new shareholders.

On July 10, 2020, the Company issued another 26,000 shares at $ 3 per share to 2 new shareholders and the total outstanding

shares has increased to 101,766,666 shares.

On September 15, 2020, the Wyoming Secretary of

State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 3 for 1 forward stock split .

The total issued and outstanding shares of the Company’s common stock has been increased from 101,766,666 to 305,299,998 shares,

with the par value unchanged at zero.

In February 2020, there are 1,666,666 shares

were issued at $ 3 per share to 2 new shareholders.

On July 10, 2020, the Company issued another 26,000 shares at $ 3 per share to 2 new

shareholders and the total outstanding shares has increased to 101,766,666 shares.

On September 15, 2020, the Wyoming Secretary

of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 3 for 1 forward stock

The total issued and outstanding shares of the Company’s common stock has been increased from 101,766,666 to 305,299,998

shares, with the par value unchanged at zero.

On September 21, 2020, there are 151,500 shares

9 unchanged sentences

gross proceeds of $ 40,000,000 and net proceeds of $ 37,057,176 after deducting the total offering cost of $ 2,942,824 .

The shares were priced

at $ 4.00 per share, and the offering was conducted on a firm commitment basis.

The shares continue to trade under the stock symbol “WETG.”

The Company’s total issued and outstanding common stock has been increased to 195,032,503 shares after the offering.

The shares were

priced at $ 4.00 per share, and the offering was conducted on a firm commitment basis.

The shares continue to trade under the stock symbol

“WETG.” The Company’s total issued and outstanding common stock has been increased to 195,032,503 shares after the

On July 22, 2022, the Company issued 25,000 shares

1 unchanged sentence

The Company’s total issued and outstanding common stock has been increased to 195,057,503 shares in 2022.

On June 9, 2023, the Wyoming Secretary of State

approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1 for 185 reverse stock split (“Reverse

Stock Split”).

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.

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.

In September 2023, there were 1,570,600 shares

issued with the total amount of $ 12,616,454 , and the Company’s common stock issued has been increased to 2,625,130 shares as of

December 31, 2023.

In April 2024, there are 3,940,000 shares issued

with the total amount of $ 13,396,000 for the acquisition of 20 % of associate company.

On April 9, 2024, an addition of 411,280 shares were converted to equity

from loan and outstanding professional fee with the amount of $ 1,974,140 at the conversion price of $ 4.80 per share based on average price

of last 10 trading days.

These loans are related to the long outstanding salaries, professional fee, litigation lawyer fees and BTC consultant

fee paid by shareholders on behalf of the Company.

The amount due to related parties is interest free, unsecured and has no fixed repayment

Prior to the loan conversion to equity, the amount of $ 1,974,140 is recorded as current liabilities.

Subsequent to loan to equity

conversion, the amount of $ 1,974,140 was converted to 411,280 shares and recorded in stockholders’ equity as follows:

Nature of loan:

Conversion price:

Number of shares converted:

Financial impact of conversion:

Advance from shareholders to pay outstanding legal fee, salaries, Edgar

filing fee, audit fee, which accumulated from January 2023 to March 2024.

$ 594,140 $ 4.80 123,780 shares Reclassification from amount due to related parties to equity

Accounting and compliance fee, which accumulated from January 2023

to March 2024.

$ 420,000 $ 4.80 87,500 shares Reclassification from other payables to equity

Legal advisory fee in relation to BTC transaction which

accumulated from January 2023 to March 2024.

$ 480,000 $ 4.80 100,000 shares Reclassification from other payables to equity

BTC Consultant fee, which accumulated from January 2023 to March 2024.

$ 480,000 $ 4.80 100,000 shares

Reclassification from other payables to equity

Total $ 1,974,140 411,280 shares

As of September 30, 2024, the Company’s

common stock issued has been increased to 6,976,410 shares.

March 31, 2024.

NOTE 13 – INCOME TAXES

The Company is subject to U.S.

Company is subject to U.S.

Federal tax laws.

The Company has not recognized an income tax benefit for its operating losses in the United States because the Company does not expect

to commence active operations in the United States.

There are several subsidiaries incorporated in Hong Kong and are subject

to Hong Kong profits tax at a tax rate of 16.5 %.

The Company is currently conducting certain

operations in the PRC through its subsidiaries, which are subject to tax from 15 % to 25 %.

The Company has not recognized an income tax benefit for its operating losses in the United

States because the Company does not expect to commence active operations in the United States.

are several subsidiaries were incorporated in Hong Kong and are subject to Hong Kong profits tax at a tax rate of 16.5 %.

The Company is currently conducting its certain

operations in the PRC through its subsidiaries, which are subject to tax to 25 %.

NOTE 14 – SUBSEQUENT EVENTS

There were no subsequent events noted

from the end of September 30, 2024 to the date of this report.

Acquisition of Company

March 1,2024, the Company entered into a 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 $ 3.40 per share (the “Per Share Price”).

The 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

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 has

been completed in end of April 2024.

Change of Company name

April 2, 2024, the Company has changed its name to Next Technology Holdings 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).

Our 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.

and Restated BTC Trading Contract

On September 24, 2024, the Company and the

Association Seller entered into an Amended and Restated BTC Trading Contract (the “Amended BTC Contract”), which amended

and restated the BTC Contract.

Under the Amended BTC Contract, the Company is entitled to purchase up to 5,167 BTC (the “Total

BTC”) from the BTC sellers set forth on Schedule I to the Amended BTC Contract (the “Schedule I BTC Sellers”) through

the Association Seller at a purchase price of US$30,000 per BTC (subject to an additional purchase price by issuance of warrants to purchase

shares of Common Stock at a nominal exercise price as described below) over a 12-month period commencing on the date of the Amended BTC

The purchase price for the Total BTC will be paid by the Company in cash or shares of Common Stock.

Although the Amended BTC

Contract states that the Association Seller (Party B) “owns the virtual currency”, to our knowledge, this statement was mistakenly

As of the date of the Amended BTC Contract, it were the Schedule I BTC Sellers who are the individual members of the Association

Seller, not the Association Seller itself, who own the BTC to be sold under the Amended BTC Contract.

To our knowledge, the Association Seller entered

into a cooperation agreement with each Schedule I BTC Sellers (the “Cooperation Agreement”) on the same day when the Amended

BTC Contract was entered.

Under the Cooperation Agreement, each Schedule I BTC Seller agrees to transfer a specified number of BTC (as

set forth in the Cooperation Agreement) to a BTC wallet address designated by the Association Seller for the transactions contemplated

under the Amended BTC Contract.

While we believe the Association Seller will

be able to coordinate with its members to fulfill the Company’s purchase of BTC if the Company so decides, we cannot guarantee

that the Company will successfully acquire BTC pursuant to the Amended BTC Contract.

The Amended BTC Contract was entered into solely

between the Company and the Association Seller and no Schedule I BTC Sellers owe any legal obligation to the Company in connection with

the purchase and sale of BTC.

Furthermore, as the Company is not a party to the Cooperation Agreement, it cannot enforce the terms of

the Cooperation Agreement against any Schedule I BTC Sellers should such Schedule I BTC Sellers do not perform their obligations under

the Cooperation Agreement.

For example, if a Schedule I BTC Seller does not transfer its committed BTC to the Association Seller pursuant

to the Cooperation Agreement, we may not be able to purchase such BTC from the Association Seller pursuant to the Amended BTC Contract.

the time when the Amended BTC Contract was signed, the Company indicated its intent to exercise the option to purchase 5,000 BTC out

of the Total BTC pursuant to the Amended BTC Contract (the “Amended 5,000 BTC Transaction”).

According to the terms of the

Amended BTC Contract, the previously-made Prepayment Amount will be applied towards the total purchase price for the Amended 5,000 BTC

Transaction and the Company will pay the remaining balance through (i) the issuance of 135,171,078 shares of Common Stock (the “Shares”)

valued at $ 1.02 per share and (ii) the issuance of warrants to purchase 294,117,647 shares of Common Stock at a nominal exercise price

(the “Warrants”).

value of $ 1.02 per share for the Shares is equal to the sum of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately

preceding the signing of the Amended BTC Contract, and (ii) $ 0.01 .

Using the same per value valuation, the warrants are worth approximately

$ 300,000,000 .

Pursuant to the Amended BTC Contract, the Company shall exercise its

option to purchase BTC thereunder prior to September 24, 2025.

While the Company’s purchase option thereunder is time-limited, the

Amended BTC Contract itself will remain in effect without a defined expiration date, unless otherwise terminated.

In the event of a breach by either party, the non-breaching party has the right

to terminate the agreement.

In such case, the breaching party will be obligated to pay a penalty of $ 18,000,000 to the non-breaching

above description of the Amended BTC Contract does not purport to be complete, and is qualified in its entirety by reference to the full

text of the Amended BTC Contract, a copy of which is attached to the Company’s Current Report on Form 8-K as Exhibit 10.1, filed

with the SEC on September 27, 2024, which is incorporated by reference herein.

on Company’s Capitalization and Stockholder Approval

issuance of securities pursuant to the Amended BTC Contract will not affect the rights of the Company’s existing stockholders,

but such issuances will have a significant dilutive effect on the Company’s existing stockholders, including the voting power of

the existing stockholders.

As of the date of this report, there were

6,976,410 issued and outstanding shares of the Common Stock.

Immediately after the issuance of the Shares (assuming no exercise of the

Warrants), there will be 142,147,488 issued and outstanding shares of the Common Stock, and the ownership percentage of the Company’s

existing stockholders in the Company will be diluted to approximately 4.91 %.

Assuming full exercise of the Warrants concurrently with

the issuance of the Shares, immediately after the issuance of the Shares, there will be 436,265,135 issued and outstanding shares of

Common Stock, and the ownership percentage of the Company’s existing stockholders in the Company will be further diluted to approximately

to Nasdaq Rule 5635(a), if an issuer intends to issue common stock or securities convertible into or exercisable for common stock, in

connection with the acquisition of stock or assets of another company, which may equal or exceed 20 % of the outstanding common stock

or voting power on a pre-transaction basis, the issuer generally must obtain the prior approval of its stockholders.

Pursuant to Nasdaq

Rule 5635(d), if an issuer intends to issue common stock or securities convertible into or exercisable for common stock, other than in

a public offering, which may equal or exceed 20 % of the outstanding common stock or voting power on a pre-transaction basis for a price

that is lower than (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of a binding

or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days

immediately preceding the signing of the binding agreement for such common stock, the issuer generally must obtain the prior approval

of its stockholders.

Shares to be issued to the Schedule I BTC Sellers in the Amended 5,000 BTC Transaction exceeds the threshold for which stockholder

approval is required under Nasdaq Rule 5635(a), and the Warrant Shares to be issued to the Schedule I BTC Sellers upon the full

exercise of the Warrants could result in the issuance of a number of shares exceeding the threshold and pricing for which

stockholder approval is required under Nasdaq 5635(d).

As such, the Company is required to obtain requisite stockholder approval for

the Amended 5,000 BTC Transaction.

disclosed in a Preliminary Information Statement on Schedule 14C filed by the Company on October 3, 2024, the Company has obtained the

requisite stockholder approval for the Amended 5,000 BTC Transaction in accordance with the Company’s articles of incorporation

and bylaws on September 24, 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-Q/A

Item 1. Financial Statements