What changed in this filing

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Item 5. Other Information

2024-12-23 compared with 2024-12-12 · 64 added, 54 removed, 21 unchanged (85% of the section changed)

1 unchanged sentence

Capitalization

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.

The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503

to 1,054,364 shares, with the par value unchanged at zero.

Reverse Stock Split is intended to more expediently enable the Company to regain compliance to achieve a minimum bid price of $1.00 per

share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).

a result of the Reverse Stock Split, every one-for-one hundred and eighty-five (185) shares of the Company’s Common Stock then

issued and outstanding will automatically, and without any action of the Company or any holder thereof, be combined, converted, and changed

into one (1) validly issued and non-assessable share of Common Stock.

No fractional shares will be issued to any shareholder, and in

lieu of issuing any such fractional shares, the fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest

whole share of Common Stock.

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 March 31, 2024.

In April 2024, there are 4,351,280 shares issued with the total amount of

$14,776,000 for the acquisition of 20% of associate company and loan conversion to equity, the Company’s common stock issued has

been increased to 6,976,410 shares as of June 30, 2024.

Option Contract

May 2, 2024, the Company entered into a Bitcoin Option Contract (the “Option Contract”) with the Association Seller.

the Option Contract, the Association Seller agrees to sell, and the Company has the option to purchase, up to 20,000 BTC at a fixed price

of US$60,000 per BTC over a three-year period commencing on May 2, 2024.

The Company can exercise this option at any time during the

three-year period, either in one or multiple transactions, as mutually agreed upon by both parties.

Payments for the BTC can be made

in cash or in the Company’s common stock, at the Company’s discretion.

In addition, the Option Contract allows for an optional

10% advance payment in cash if agreed upon by both parties.

Although the Option Contract states that the Association Seller (Party B)

“owns the virtual currency”, to our knowledge, this statement was mistakenly made.

As of the date of the Option Contract,

it were the individual members of the Association Seller, not the Association Seller itself, who own the BTC to be sold under the Option

of the date of this report, the Company has not paid any advance payment, nor exercised its option to purchase any BTC under the BTC

Option Contract.

Further, the Company does not intend to exercise its option to purchase any BTC under the BTC Option Contract.

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

of the Option Contract, a copy of which is attached to the Company’s Current Report on Form 8-K as Exhibit 10.2, filed with the

SEC on May 6, 2024, which is incorporated by reference herein.

BTC Trading Contract, dated September 25, 2023, between Next Technology Holdings Inc., as Party A (Buyer) and Party B (Seller) (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 28, 2023)

Amendment Agreement, dated May 2, 2024, between Next Technology Holdings Inc., as Party A (Buyer) and Party B (Seller) (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 6, 2024)

Bitcoin Option Contract, dated May 2, 2024, between Next Technology Holdings Inc., as Party A (Buyer) and Party B (Seller) (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 6, 2024)

Cancellation Agreement, dated June 20, 2024, between Next Technology Holdings Inc., as Party A (Buyer) and Party B (Seller) (Incorporated

by reference to Exhibit 10.4 to Form 10Q/A for the period ended September 30, 2024, filed on December 9, 2024)

Option Contract Cancellation Agreement, dated June 20, 2024, between Next Technology Holdings Inc., as Party A (Buyer) and Party

B (Seller) (Incorporated by reference to Exhibit 10.5 to Form 10Q/A for the period ended September 30, 2024, filed on December 9,

Amended and Restated BTC Trading Contract, dated September 24, 2024, between Next Technology Holdings Inc., as Party A (Buyer) and Party B (Seller) (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 27, 2024)

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.

The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503 to 1,054,364 shares, with the

par value unchanged at zero.

The Reverse Stock Split is intended to more expediently

enable the Company to regain compliance to achieve a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth

in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).

As a result of the Reverse Stock Split, every one-for-one

hundred and eighty-five (185) shares of the Company’s Common Stock then issued and outstanding will automatically, and without

any action of the Company or any holder thereof, be combined, converted, and changed into one (1) validly issued and non-assessable share

of Common Stock.

No fractional shares will be issued to any shareholder, and in lieu of issuing any such fractional shares, the fractional

shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Common Stock.

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 4,351,280 shares issued with the total amount of $14,776,000 for the acquisition of 20% of

associate company and loan conversion to equity, the Company’s common stock issued has been increased to 6,976,410 shares as of

September 30, 2024.

Bitcoin Option Contract

On May 2, 2024, the Company entered into a Bitcoin

Option Contract (the “Option Contract”) with the Association Seller.

Under the Option Contract, the Association Seller agrees

to sell, and the Company has the option to purchase, up to 20,000 BTC at a fixed price of US$60,000 per BTC over a three-year period

commencing on May 2, 2024.

The Company can exercise this option at any time during the three-year period, either in one or multiple transactions,

as mutually agreed upon by both parties.

Payments for the BTC can be made in cash or in the Company’s common stock, at the Company’s

In addition, the Option Contract allows for an optional 10% advance payment in cash if agreed upon by both parties.

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

was mistakenly made.

As of the date of the Option Contract, it were the individual members of the Association Seller, not the Association

Seller itself, who own the BTC to be sold under the Option Contract.

As of the date of this report, the Company has

not paid any advance payment, nor exercised its option to purchase any BTC under the BTC Option Contract.

Further, the Company does not

intend to exercise its option to purchase any BTC under the BTC Option Contract.

The above description of the Option Contract

does not purport to be complete, and is qualified in its entirety by reference to the full text of the Option Contract, a copy of which

is attached to the Company’s Current Report on Form 8-K as Exhibit 10.2, filed with the SEC on May 6, 2024, which is incorporated

by reference herein.

BTC Trading Contract, dated September 25, 2023, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE.

LTD, as Party B (Seller)

Amendment Agreement, dated May 2, 2024, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE.

LTD, as Party B (Seller)

Bitcoin Option Contract, dated May 2, 2024, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE.

LTD, as Party B (Seller)

Contract Cancellation Agreement, dated June 20, 2024, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE.

LTD, as Party B (Seller)

Bitcoin Option Contract Cancellation Agreement, dated June 20, 2024, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE.

LTD, as Party B (Seller)

Amended and Restated BTC Trading Contract, dated September 24, 2024, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE.

LTD, as Party B (Seller)

Certification

12 unchanged sentences

Act of 2002 Filed herewith

statements from the quarterly report on Form 10-Q of Next Technology Holdings Inc for the fiscal quarter ended June 30, 2024, formatted

statements from the quarterly report on Form 10-Q of Next Technology Holding Inc.

for the fiscal quarter ended September 30, 2024,

formatted in XBRL:

(i) the Balance Sheet;

1 unchanged sentence

(iii) the Statement of Cash Flows;

and (iv) the Notes to the Financial

Statements Filed herewith

Cover Page Interactive Data File (formatted as Inline XBRL

and contained in Exhibit 101)

to the requirements of 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.

TECHNOLOGY HOLDINGS INC

and (iv) the Notes to

the Financial Statements Filed herewith

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Pursuant to the requirements of 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.

NEXT TECHNOLOGY HOLDING INC.

December 23, 2024

Executive Officer

/s/ Wei Hong Liu

Chief Executive Officer

Chief Financial Officer

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 5. Other Information