What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-31 compared with 2025-03-27 · 383 added, 659 removed, 401 unchanged (72% of the section changed)

Next Technology Holding Inc (Formerly known as

“WeTrade Group, Inc”) (the “Company”) was incorporated in the State of Wyoming on March 28, 2019.

As of December

31, 2024, the Company pursue two corporate strategies.

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

the other strategy is to acquire and hold Bitcoin.

Next Technology Holding Inc (the “Company”)

was incorporated in the State of Wyoming on March 28, 2019.

We initially served as a holding company with substantially all operations

conducting through subsidiaries in Republic of China (“PRC”) engaging in the business of providing technical services and

solution to corporate and individual users.

In the third quarter of 2024, we terminated all operations in the PRC to shift our software

development services to overseas markets and commenced business strategy of acquiring and holding bitcoin.

As of December 31, 2025, the

Company pursue two corporate strategies:

(1) providing AI-enabled software development services, and (2) acquiring and holding Bitcoin.

The Company directly conducts and manages key strategic projects and serves as the center for the Group’s research and development

Operations of our Hong Kong and BVI subsidiaries are primarily focused on business development activities.

In addition, the

Company has established a principal executive office in Japan and is currently evaluating an expansion, which may include the establishment

of a Japan subsidiary to further develop its presence in the Asia-Pacific region.

Software development

We provide AI-enabled software development services

to our customers, which include developing, designing, and implementing various SAAS software solutions for businesses of all types, including

industrial and other businesses.

We provide artificial intelligence (“AI”) enabled software

development services to our customers in Hong Kong, Singapore, Malaysia, Japan, and other Asian countries, which include developing, designing,

and implementing various Software-as-a-Service (“SaaS”) software solutions for businesses of all types, including industrials

and other businesses.

Our business operates under a “SaaS+AI”

model, emphasizing customized and entrusted development projects designed in response to specific market demand.

Through this approach,

we design, develop and deploy software platforms that integrate cloud computing, big data analytics and AI-driven algorithms to support

enterprises across diverse industries.

Our current customers include property management

chain enterprises, cryptocurrency mining investment operators, and energy and resource businesses.

We are expanding the scope of our customer

base and are in discussions with potential customers in new media, financial services, transportation, education, and healthcare industries.

Product Portfolio

Our current product portfolio includes several

AI-driven platforms and applications:

Smart Cloud Collaboration Platform.

A cloud collaboration platform that incorporates intelligent tools to analyze user behavior, recommend resources and enable real-time collaboration across geographies, built on Model-View-Controller (MVC) architecture with integrated CI/CD pipelines.

AI-Enabled Data Analytics and Decision Support .

Real-time data analysis and reporting capabilities designed to help customers generate insights from customer behavior, market trends and operational data.

Fully Automated Workflow .

Automation tools that streamline repetitive tasks such as data entry, report generation and email classification to improve efficiency.

Comprehensive Security and Compliance Assurance .

Platform integration of monitoring and compliance functions utilizing AI to identify potential security risks and support adherence to applicable regulatory requirements.

Personalized Customer Relationship Management (CRM) .

CRM tools that integrate customer data from multiple channels, build profiles and provide insights to support personalized product recommendations.

AI Optimization for Supply Chain and Inventory Management .

Modules designed to assist with supply chain and inventory optimization, applying AI to improve forecasting and operational planning.

As of December 31, 2025, the Company has 28 employees,

16 of whom are currently part of our research and development team, which provides ample technical resources to meet current business

In line with our ongoing research and development initiatives, we anticipate that our SaaS+AI offerings will evolve from primarily

tailored solutions toward software with more standardized features that can be broadly applicable across industries.

Bitcoin Acquisition Strategy

18 unchanged sentences

Digital asset

original cost basis

original cost

Fair value change in digital asset

1 unchanged sentence

Balance on December 31, 2023

Digital asset purchase

Fair value gain on digital asset

Balance on December 31, 2024

Digital asset purchase

Fair value gain on digital asset

Balance on December 31, 2025

$ 183,073,667

$ 333,079,818

$ 516,153,485

Regulatory Permissions and Developments

Our counsel as to PRC law has advised us that

the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or results of operations.

However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the

If there is a significant change to current political arrangements between mainland China and Hong Kong, companies operating in

Hong Kong such as us may face similar regulatory risks as those operated in the PRC, including their ability to offer securities to investors,

list their securities on a U.S.

or other foreign exchange, conduct their business or accept foreign investment.

In light of China’s

recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules and

regulations in China can change quickly with little or no advance notice.

The Chinese government may intervene or influence our current

and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment

in issuers like ourselves.

We are aware that the PRC government initiated

a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including

cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable

interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly

For example, on June 10, 2021, the Standing Committee

of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021.

The law requires data

collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing

activities must be conducted based on data classification and a hierarchical protection system for data security.

On July 6, 2021, the General Office of the Communist

Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on certain activities

in the securities markets and promote the high-quality development of the capital markets, which, among other things, requires the relevant

governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over

Chinese-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities

On August 20, 2021, the 30th meeting of the Standing

Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s

Republic of China,” or “PRC Personal Information Protection Law,” which became effective on November 1, 2021.

Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China

that is carried out outside of China where (i) such processing is for the purpose of providing products or services for natural persons

within China, (ii) such processing is to analyze or evaluate the behavior of natural persons within China, or (iii) there are any other

circumstances stipulated by related laws and administrative regulations.

On December 28, 2021, the Cyberspace Administration

of China (the “CAC”) jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which

took effect on February 15, 2022, replacing the former Measures for Cybersecurity Review (2020) issued on July 10, 2021.

Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services,

and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying

out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform

operator who controls more than one million users’ personal information must undergo a cybersecurity review by the cybersecurity

review office if it seeks to be listed in a foreign country.

On February 17, 2023, with the approval of the

State Council, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas

Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on

March 31, 2023.

Pursuant to the Trial Measures, (i) domestic companies that seek to offer or list securities overseas, both directly and

indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days

following their submission of initial public offerings or listing applications.

If a domestic company fails to complete the required filing

procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject

to administrative penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the

person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines;

(ii) if the issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an

indirect overseas offering and listing by a PRC domestic company:

(A) 50% or more of any of the issuer’s operating revenue, total

profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were

derived from PRC domestic companies;

and (B) the majority of the issuer’s business activities are carried out in mainland China,

or its main place(s) of business are located in mainland China, or the majority of its senior management team in charge of its business

operations and management are PRC citizens or have their usual place(s) of residence located in mainland China.

In such circumstances,

where a PRC domestic company is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a

major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial

public offering or listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such

application is submitted.

On February 24, 2023, the CSRC, together with

the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued

by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009.

Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas

Securities Offering and Listing by Domestic Companies,” and became effective on March 31, 2023 together with the Trial Measures.

One of the major revisions to the revised Provisions is to expand their application to cover indirect overseas offering and listing, as

is consistent with the Trial Measures.

The revised Provisions require that, among other things, (a) a domestic company that plans to,

either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities, including

securities companies, securities service providers, and overseas regulators, any documents and materials that contain state secrets or

working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy

administrative department at the same level;

and (b) a domestic company that plans to, either directly or indirectly through its overseas

listed entity, publicly disclose or provide to relevant individuals and entities, including securities companies, securities service providers,

and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest,

shall strictly fulfill relevant procedures stipulated by applicable national regulations.

As of the date of this Report, the revised Provisions

have come into effect.

Any failure or perceived failure by our Company or our subsidiaries to comply with the above confidentiality and

archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities

being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected

of committing a crime.

Except for the Basic Law, national laws

of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local

National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope

of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong.

National laws and regulations

relating to data protection, cybersecurity and anti-monopoly have not been listed in Annex III and do not apply directly to Hong Kong

and, as such, we are advised by our counsel as to PRC law that the CAC and CSRC do not currently have jurisdiction over companies operating

in Hong Kong.

Our counsel as to PRC law has advised us that

we are not currently required to obtain any permission or approval from the CSRC, the CAC or any other regulatory authority in the PRC

for our operations, the trading of our securities on the NASDAQ and the offering of our securities to foreign investors.

of our subsidiary is not subject to cybersecurity review with the CAC, given that PRC laws on data protection and cybersecurity do not

currently apply to Hong Kong.

To the extent that if we become subject to such PRC laws in the future, we do not believe we are required

to conduct a cybersecurity review because (i) we do not possess a large amount of personal information in our business operations;

(ii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data

by the authorities.

In addition, we are not subject to merger control review by China’s anti-monopoly enforcement agency as such

PRC enforcement agency does not currently have jurisdiction over our Hong Kong operating subsidiary.

However, our operations could be

adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry, if we inadvertently

conclude that such approvals are not required when they are, or applicable laws, regulations, or interpretations change and we are required

to obtain approval in the future.

We may be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the CSRC,

if we fail to comply with such rules and regulations, which could adversely affect the ability of the Company’s securities to continue

to trade on the NASDAQ, which may cause the value of our securities to significantly decline or become worthless.

In addition, in light of the recent statements

and regulatory actions by the PRC government, such as those related to Hong Kong’s national security, the promulgation of regulations

prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns,

we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that the PRC

government could disallow our holding company structure, which may result in a material change in our operations, including our ability

to continue our existing holding company structure, carry on our current business, accept foreign investments, and offer or continue to

offer securities to our investors.

These adverse actions could cause the value of our securities to significantly decline or become worthless.

We conduct our business directly and through our

subsidiaries in Hong Kong and the BVI.

Our counsel as to PRC law has advised us that the laws and regulations of the PRC do not currently

have any material impact on our business, financial condition or results of operations, particularly given that we terminated all of our

operations in the PRC in 2024.

However, there is no assurance that there will not be any changes in the economic, political and legal

environment in Hong Kong in the future.

If there is a significant change to current political arrangements between mainland China and

Hong Kong, companies operating in Hong Kong such as us may face similar regulatory risks as those operated in the PRC, including their

ability to offer securities to investors, list their securities on a U.S.

or other foreign exchange, conduct their business or accept

foreign investment.

In light of mainland China’s expansion of authority in Hong Kong, there are risks and uncertainties which we

cannot foresee for the time being, and rules and regulations in mainland China can change quickly with little or no advance notice.

Chinese government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over

offerings conducted overseas and/or foreign investment in issuers like ourselves.

There may be prominent risks associated with our

17 unchanged sentences

or other foreign exchange.

government, including the SEC, has recently

made statements and taken certain actions that may lead to significant changes to U.S.

and international relations, and will impact companies

with connections to the United States or China (including Hong Kong).

The SEC has issued statements primarily focused on companies with

significant China-based operations.

For example, on July 30, 2021, Gary Gensler, Chairman of the SEC, issued a Statement on Investor Protection

Related to Recent Developments in China, pursuant to which Chairman Gensler stated that he has asked the SEC staff to engage in targeted

additional reviews of filings for companies with significant China-based operations.

Government, including the SEC and other

federal agencies, continues to evolve its regulatory focus on companies with significant operations outside the United States, including

In particular, U.S.

securities law and related enforcement priorities reflect ongoing concerns regarding audit access, investor

protection and public company transparency for foreign-operating registrants.

For example, as described in more details below, under the

Holding Foreign Companies Accountable Act, companies whose auditors are not subject to inspections by the Public Company Accounting Oversight

Board (“PCAOB”), including certain China-based audit firms, may be subject to delisting from U.S.

exchanges if compliance

with PCAOB inspection requirements is not achieved.

Market participants and regulatory commentators have highlighted enforcement and review

activity involving disclosures by foreign-operating registrants.

The regulatory and geopolitical environment affecting U.S.

and international

relations continues to evolve and could result in heightened compliance costs, increased scrutiny of disclosures, and other impacts on

companies with cross-border operations, including those that operate in or derive revenue from Hong Kong.

Government Regulation

We are not registered as an investment company

under the Investment Company Act of 1940, as amended, and stockholders do not have the protections associated with ownership of shares

in a registered investment company, nor the protections afforded by the Commodity Exchange Act of 1936.

The laws and regulations applicable to Bitcoin

47 unchanged sentences

speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets.

The SEC’s broader digital asset initiatives, including ongoing efforts to modernize regulatory approaches to crypto markets and

clarify the application of securities laws to various classes of digital assets, may impact how digital assets are regulated.

In addition, since transactions in Bitcoin provide

4 unchanged sentences

or retrieving Bitcoin held via such platforms or infrastructure.

For example, in her January 2021 nomination hearing before the Senate

Finance Committee, Treasury Secretary Janet Yellen noted that cryptocurrencies have the potential to improve the efficiency of the financial

system but that they can be used to finance terrorism, facilitate money laundering, and support activities that threaten U.S.

security interests and the integrity of the U.S.

and international financial systems.

Treasury Department’s Office of Foreign

Assets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service

providers to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series

of enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges

associated with Russian and/or North Korean nationals.

Our business operations are not currently impacted

by the cryptocurrency restrictions imposed by the Chinese government (collectively, the “PRC Crypto Restrictions”) in any

material respect, even though the Chinese government has adopted an increasingly stringent approach in recent years, as outlined and discussed

Treasury Department’s Office of Foreign Assets Control

has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service providers

to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series of enforcement

actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges associated with

Russian and/or North Korean nationals.

We believe that our business operations are not

currently impacted by the cryptocurrency restrictions imposed by the Chinese government (collectively, the “PRC Crypto Restrictions”)

in any material respect, even though the Chinese government has adopted an increasingly stringent approach in recent years, as outlined

and discussed below.

On December 3, 2013, the People’s Bank of

45 unchanged sentences

of Bitcoin or the ability of individuals or institutions such as us to own or transfer Bitcoin.

March 9, 2022, President Biden signed an executive order relating to cryptocurrencies.

While the executive order did not mandate the

adoption of any specific regulations, it instructed various federal agencies to consider potential regulatory measures, including the

evaluation of the creation of a U.S.

On September 16, 2022, the White House released a framework for digital asset development,

based on reports from various government agencies, including the U.S.

Department of Treasury, the Department of Justice, and the Department

Among other things, the framework encourages regulators to pursue enforcement actions, issue guidance and rules to address

current and emergent risks, support the development and use of innovative technologies by payment providers to increase access to instant

payments, consider creating a federal framework to regulate nonbank payment providers, and evaluate whether to call upon Congress to

amend the Bank Secrecy Act and laws against unlicensed money transmission to apply explicitly to digital asset service providers.

have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset

April 4, 2022, SEC Chair Gary Gensler announced that he has asked SEC staff to work (i) to

(ii) with the CFTC

on how to jointly address digital asset platforms that trade both securities and non-securities;

On March 9, 2022, President Biden signed an executive order relating to cryptocurrencies.

While the executive order did not mandate the adoption of any specific regulations, it instructed various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S.

On September 16, 2022, the White House released a framework for digital asset development, based on reports from various government agencies, including the U.S.

Department of Treasury, the Department of Justice, and the Department of Commerce.

Among other things, the framework encourages regulators to pursue enforcement actions, issue guidance and rules to address current and emergent risks, support the development and use of innovative technologies by payment providers to increase access to instant payments, consider creating a federal framework to regulate nonbank payment providers, and evaluate whether to call upon Congress to amend the Bank Secrecy Act and laws against unlicensed money transmission to apply explicitly to digital asset service providers.

There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets.

On April 4, 2022, SEC Chair Gary Gensler announced that he has asked SEC staff to work (i) to register and regulate digital asset platforms like securities exchanges;

(ii) with the CFTC on how to jointly address digital asset platforms that trade both securities and non-securities;

(iii) on segregating out digital asset platforms’ custody of customer assets, if appropriate;

and (iv) on segregating out the market making functions of digital asset platforms, if appropriate.

Similarly, foreign government authorities have recently expanded their efforts to restrict

certain activities related to Bitcoin and other digital assets.

September 8, 2022, the White House Office of Science and Technology Policy issued a report

in coordination with other federal agencies relating to the climate and energy implications

of digital assets, including Bitcoin, in the United States.

Among its finding are that digital

assets are energy intensive and drive significant environmental impacts, and the report recommends

further study of the environmental impact of digital assets and the development of environmental

performance regulations for digital asset miners, which may include limiting or eliminating

digital assets that use high energy intensity consensus mechanisms, including the proof-of-work

consensus mechanisms on which the Bitcoin blockchain is based.

March 1, 2023, the U.S.

Under Secretary for Domestic Finance provided an update on the development

Similarly, foreign government authorities have recently expanded their efforts to restrict certain activities related to Bitcoin and other digital assets.

On September 8, 2022, the White House Office of Science and Technology Policy issued a report in coordination with other federal agencies relating to the climate and energy implications of digital assets, including Bitcoin, in the United States.

Among its finding are that digital assets are energy intensive and drive significant environmental impacts, and the report recommends further study of the environmental impact of digital assets and the development of environmental performance regulations for digital asset miners, which may include limiting or eliminating digital assets that use high energy intensity consensus mechanisms, including the proof-of-work consensus mechanisms on which the Bitcoin blockchain is based.

On March 1, 2023, the U.S.

Under Secretary for Domestic Finance provided an update on the development of a U.S.

CBDC, indicating that the U.S.

Department of Treasury would be providing an initial

set of findings and recommendations regarding the development and adoption of a U.S.

in the coming months.

April 14, 2023, the SEC reopened the comment period for its proposal to amend the definition

of “exchange” under Exchange Act Rule 3b-16 to encompass trading and communication

protocol systems for digital asset securities and trading systems that use distributed ledger

or blockchain technology, including both so-called “centralized” and “decentralized”

trading systems.

Department of Treasury would be providing an initial set of findings and recommendations regarding the development and adoption of a U.S.

CBDC in the coming months.

On April 14, 2023, the SEC reopened the comment period for its proposal to amend the definition of “exchange” under Exchange Act Rule 3b-16 to encompass trading and communication protocol systems for digital asset securities and trading systems that use distributed ledger or blockchain technology, including both so-called “centralized” and “decentralized” trading systems.

The comment period is now closed.

The SEC may determine whether to adopt

the revised definition after an evaluation of comments provided during the comment period.

If adopted in its proposed form, the new definition would have a sweeping impact on digital

asset trading venues and other digital asset industry participants.

European Union’s Markets in Crypto Assets Regulation (“MiCA”), a comprehensive

digital asset regulatory framework for the issuance and use of digital assets, like Bitcoin,

became effective in June 2023, with various requirements phasing into effect through 2024.

June 5, 2023, the SEC filed a complaint against Binance Holdings Ltd.

and other affiliated

entities in federal district court for the District of Columbia, alleging, among other claims

related to the operation of the affiliates and their platforms, that:

(i) the Binance entities

commingled and diverted customer assets;

The SEC may determine whether to adopt the revised definition after an evaluation of comments provided during the comment period.

If adopted in its proposed form, the new definition would have a sweeping impact on digital asset trading venues and other digital asset industry participants.

The European Union’s Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like Bitcoin, became effective in June 2023, with various requirements phasing into effect through 2024.

On June 5, 2023, the SEC filed a complaint against Binance Holdings Ltd.

and other affiliated entities in federal district court for the District of Columbia, alleging, among other claims related to the operation of the affiliates and their platforms, that:

(i) the Binance entities commingled and diverted customer assets;

(ii) various affiliates of Binance Holdings Ltd.

operated as exchanges, brokers, dealers and clearing agencies without registration under

the Exchange Act;

operated as exchanges, brokers, dealers and clearing agencies without registration under the Exchange Act;

(iii) Binance Holdings Ltd.

engaged in the unregistered offer and sale

of securities;

engaged in the unregistered offer and sale of securities;

(iv) affiliates of Binance Holdings Ltd.

1 unchanged sentence

federal securities laws, and (v) affiliates of Binance Holdings Ltd.

misled customers and

investors concerning the existence and adequacy of market surveillance and controls to detect

and prevent manipulative trading.

June 6, 2023, the SEC filed a complaint against Coinbase, Inc.

and other affiliated entities

in federal district court in the Southern District of New York, alleging, among other claims:

misled customers and investors concerning the existence and adequacy of market surveillance and controls to detect and prevent manipulative trading.

On June 6, 2023, the SEC filed a complaint against Coinbase, Inc.

and other affiliated entities in federal district court in the Southern District of New York, alleging, among other claims:

(i) that Coinbase, Inc.

violated the Exchange Act by failing to register with the SEC as

a national securities exchange, broker-dealer, and clearing agency, in connection with activities

involving certain identified digital assets that the SEC’s complaint alleges are securities,

(ii) that Coinbase, Inc.

violated the Securities Act of 1933, as amended (the “Securities

Act”) by failing to register with the SEC the offer and sale of securities in connection

with its staking program, and (iii) that Coinbase Global Inc.

is jointly and severally liable

as a control person under the Exchange Act for Coinbase Inc.’s violations of the Exchange

Act to the same extent as Coinbase Inc.

the United Kingdom, on June 29, 2023, the Financial Services and Markets Act 2023 (“FSMA

2023”) became law.

FSMA 2023 (i) clarifies that “cryptoassets” are subject

to the regulated activities and financial promotion orders and (ii) establishes that digital

assets firms, including exchanges and custodians, operating in or providing services to the

United Kingdom carrying out certain activities involving “cryptoassets” are performing

a regulated activity that needs to be authorized by the Financial Conduct Authority and may

also be subject to oversight from the Bank of England.

Several additional pieces of proposed

legislation in the United Kingdom, including The Public Offers and Admissions to Trading

Regulations 2023, may subject “cryptoassets” to further regulation.

gave the UK Treasury powers to create financial market infrastructure sandboxes.

The legislative

framework for the UK’s Digital Securities Sandbox will take effect in January 2024.

November 20, 2023, the SEC filed a complaint against Payward Inc.

and Payward Ventures Inc.,

together known as Kraken, alleging, among other claims, that Kraken’s crypto trading

platform was operating as an unregistered securities exchange, broker, dealer, and clearing

The SEC’s complaint also alleges that Kraken’s business practices, deficient

internal controls, and poor recordkeeping practices present a range of risks for its customers.

November 21, 2023, Binance Holdings Ltd.

and its then chief executive officer reached a settlement

with the U.S.

violated the Exchange Act by failing to register with the SEC as a national securities exchange, broker-dealer, and clearing agency, in connection with activities involving certain identified digital assets that the SEC’s complaint alleges are securities, (ii) that Coinbase, Inc.

violated the Securities Act of 1933, as amended (the “Securities Act”) by failing to register with the SEC the offer and sale of securities in connection with its staking program, and (iii) that Coinbase Global Inc.

is jointly and severally liable as a control person under the Exchange Act for Coinbase Inc.’s violations of the Exchange Act to the same extent as Coinbase Inc.

In the United Kingdom, on June 29, 2023, the Financial Services and Markets Act 2023 (“FSMA 2023”) became law.

FSMA 2023 (i) clarifies that “cryptoassets” are subject to the regulated activities and financial promotion orders and (ii) establishes that digital assets firms, including exchanges and custodians, operating in or providing services to the United Kingdom carrying out certain activities involving “cryptoassets” are performing a regulated activity that needs to be authorized by the Financial Conduct Authority and may also be subject to oversight from the Bank of England.

Several additional pieces of proposed legislation in the United Kingdom, including The Public Offers and Admissions to Trading Regulations 2023, may subject “cryptoassets” to further regulation.

FSMA 2023 gave the UK Treasury powers to create financial market infrastructure sandboxes.

The legislative framework for the UK’s Digital Securities Sandbox will take effect in January 2024.

On November 20, 2023, the SEC filed a complaint against Payward Inc.

and Payward Ventures Inc., together known as Kraken, alleging, among other claims, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and clearing agency.

The SEC’s complaint also alleges that Kraken’s business practices, deficient internal controls, and poor recordkeeping practices present a range of risks for its customers.

On November 21, 2023, Binance Holdings Ltd.

and its then chief executive officer reached a settlement with the U.S.

Department of Justice, CFTC, the U.S.

Department of Treasury’s Office

of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year

investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance

Holdings Ltd.

agreed to, among other things, pay $4.3 billion in penalties across the four

agencies and to discontinue its operations in the United States.

Binance also acknowledged

that it willfully operated an unlicensed money-transmitting business, pleaded guilty to criminal

charges of not having adequate anti-money laundering protocols in place and committed violations

of the International Emergency Economic Powers Act, and its then chief executive officer

pleaded guilty to failing to maintain an effective anti-money laundering program and resigned

as chief executive officer of Binance.

This settlement does not include any settlement of

the SEC’s complaint against Binance referenced above.

October 10, 2024, the SEC filed a complaint against Cumberland DRW LLC, alleging violations

of Section 15(a) of the Exchange Act (related to regulation of “brokers” and

“dealers”), including references to Cumberland’s activities regarding Bitcoin.

Department of Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance Holdings Ltd.

agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United States.

Binance also acknowledged that it willfully operated an unlicensed money-transmitting business, pleaded guilty to criminal charges of not having adequate anti-money laundering protocols in place and committed violations of the International Emergency Economic Powers Act, and its then chief executive officer pleaded guilty to failing to maintain an effective anti-money laundering program and resigned as chief executive officer of Binance.

This settlement does not include any settlement of the SEC’s complaint against Binance referenced above.

On October 10, 2024, the SEC filed a complaint against Cumberland DRW LLC, alleging violations of Section 15(a) of the Exchange Act (related to regulation of “brokers” and “dealers”), including references to Cumberland’s activities regarding Bitcoin.

On January 23, 2025, President Trump issued an executive order titled, Strengthening American Leadership in Digital Financial Technology.

While the executive order did not mandate the adoption of any specific regulations, the executive order identifies certain key objectives to guide agencies involved in crypto regulation, including (i) protecting the sovereignty of the United States dollar by promoting the development of United States dollar-backed stablecoins, (ii) providing regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries, and (iii) taking measures to protect Americans from the risks of Central Bank Digital Currencies.

To achieve these objectives, the executive order established a working group on digital asset markets within the National Economic Council, comprised of representatives from key federal agencies, with a tight timeline for examining existing regulations and proposing a new regulatory framework.

This working group released a report on July 30, 2025 that recommended regulatory and legislative proposals to advance the policies established in the executive order.

The SEC also established a Crypto Task Force in furtherance of these objectives.

Among other things, the Crypto Task Force is charged with helping to draw clear regulatory lines and to appropriately distinguish securities from non-securities.

The work of the Crypto Task Force is in its early stages and it is not yet clear whether it will result in material changes to the existing regulatory framework of digital assets.

On May 29, 2025, the U.S.

House of Representatives introduced H.R.

3633, the Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”), which passed the House on July 17, 2025 and is currently pending review by the U.S.

If enacted as proposed, the CLARITY Act would classify bitcoin and certain other digital assets as “digital commodities” and expand the jurisdiction of the Commodity Futures Trading Commission (the “CFTC”) over such assets.

As a result, certain activities involving bitcoin, including trading, custody, advisory, or fundraising transactions, could become subject to new compliance obligations under the Commodity Exchange Act.

Depending on the manner in which the legislation is implemented and interpreted, entities such as ours could be required to register as a commodity pool operator, commodity trading advisor, or otherwise comply with CFTC regulations applicable to market participants in digital commodities.

In July 2025, the U.S.

Congress enacted the Global Economic Navigation and Income Utilization Security Act (the “GENIUS Act”), establishing a federal regulatory framework for stablecoins.

The act recognizes qualified stablecoins as permitted payment instruments provided they maintain 1:1 reserves in liquid assets and adhere to monthly public disclosure requirements.

In early 2025, the SEC rescinded Staff Accounting Bulletin No.

121 (“SAB 121”), which previously required certain entities to record digital assets held for others as liabilities on their balance sheets.

The SEC subsequently issued SAB 122, providing revised guidance for institutional digital asset custody and financial reporting.

Pursuant to ASU 2023-08, effective for fiscal years beginning after December 15, 2024, the Company is required to measure its bitcoin holdings at fair value each reporting period, with corresponding changes in value recognized in net income.

Beginning in the 2025 tax year, the Internal Revenue Service (“IRS”) requires the reporting of gross proceeds from digital asset transactions on Form 1099-DA.

Furthermore, mandatory cost-basis reporting for digital asset transactions is scheduled to take effect for transactions occurring on or after January 1, 2026.

In 2025, the European Union reached full implementation of the Markets in Crypto Assets (“MiCA”) regulation.

Additionally, in August 2025, the Hong Kong Monetary Authority implemented a formal regulatory regime for stablecoin issuers, mandating localized presence and specific reserve management standards.

Effective August 1, 2025, Hong Kong implemented a formal licensing and regulatory regime for fiat-referenced stablecoin issuers under the Stablecoins Ordinance, administered by the Hong Kong Monetary Authority (HKMA), which requires issuers to be locally incorporated (or authorized institutions with a principal place of business in Hong Kong) and mandates full reserve backing with high-quality, segregated liquid assets.

On March 17, 2026, the SEC and CFTC jointly issued a landmark interpretive release (Release Nos.

34-105020) clarifying how federal securities laws apply to crypto assets and providing a coherent token taxonomy classifying digital assets into categories including digital commodities, digital securities, stablecoins, digital collectibles, and digital tools.

The release classifies Bitcoin as a digital commodity subject to CFTC jurisdiction rather than SEC securities regulation, and clarifies that mining, staking, wrapping, and airdrops do not constitute securities transactions.

The guidance supersedes all prior SEC staff statements on these topics and applies prospectively.

While this guidance represents a significant step toward regulatory clarity for Bitcoin holders such as the Company, it is an interpretation rather than permanent law, and the CLARITY Act must still be enacted by Congress to codify these classifications into statute.

Implications of Holding Foreign Company Accountable

2 unchanged sentences

or the HFCAA.

An identified issuer will be required to comply with these rules if the SEC identifies it as having a “non-inspection”

year under a process to be subsequently established by the SEC.

In June 2021, the Senate passed the Accelerating Holding Foreign Companies

Accountable Act, which, if signed into law, would reduce the time period for the delisting of foreign companies under the HFCAA to two

consecutive years instead of three years.

If our auditor cannot be inspected by the Public Company Accounting Oversight Board, or the

PCAOB, for two consecutive years, the trading of our securities on any U.S.

national securities exchanges, as well as any over-the-counter

trading in the U.S., will be prohibited.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides

a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate

completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities

in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements

in the HFCAA.

The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a

registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely

because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB issued a report on its determinations

that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in

Hong Kong, because of positions taken by PRC authorities in those jurisdictions.

On August 26, 2022, the PCAOB announced that

it had signed a Statement of Protocol (the “Statement of Protocol”) with the China Securities Regulatory Commission and the

Ministry of Finance of China.

The terms of the Statement of Protocol would grant the PCAOB complete access to audit work papers

and other information so that it may inspect and investigate PCAOB-registered accounting firms headquartered in China and Hong Kong.

According to the PCAOB, its December 2021 determinations under the HFCAA remain in effect.

On December 15, 2022, the PCAOB announced

that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland

China and Hong Kong completely in 2022.

The PCAOB Board vacated its previous 2021 determination that the PCAOB was unable to inspect or

investigate completely registered public accounting firms headquartered in mainland China and Hong Kong.

Under the PCAOB’s

rules, a reassessment of a determination under the HFCAA may result in the PCAOB reaffirming, modifying or vacating the determination.

the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of

a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities

to be prohibited under the HFCAA ultimately result in a determination by a securities exchange to delist the Company’s securities.

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely

PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities

in those jurisdictions.

On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “Statement

of Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of China.

The terms of the Statement of

Protocol would grant the PCAOB complete access to audit work papers and other information so that it may inspect and investigate PCAOB-registered

accounting firms headquartered in China and Hong Kong.

According to the PCAOB, its December 2021 determinations under the HFCAA remain

On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered

public accounting firms headquartered in mainland China and Hong Kong completely in 2022, and the PCAOB Board vacated its previous 2021

determination.

The audited financial statements of the Company for the fiscal years

ended December 31, 2023 and December 31, 2024, which are incorporated by reference in this prospectus supplement, were audited by JWF

Assurance PAC, an independent registered public accounting firm headquartered in Singapore and registered with the PCAOB.

As of the date

of this report, JWF Assurance PAC is not included in the list of PCAOB Identified Firms in any currently effective PCAOB Determination

The Company’s independent registered public accounting firm for

the fiscal year ended December 31, 2025 is CHI-LLTC, headquartered at 47, First Floor, Jalan SS15/4B, 47500 Subang Jaya, Selangor, which

is registered with the PCAOB.

As of the date of this report, CHI-LLTC is not included in the list of PCAOB Identified Firms in any currently

effective PCAOB Determination Report.

In the event it is later determined that the PCAOB

is unable to inspect or investigate completely the Company’s then-current auditor because of a position taken by an authority in

a foreign jurisdiction, such lack of inspection could cause trading in the Company's securities to be prohibited under the HFCAA and could

ultimately result in a determination by a securities exchange to delist the Company's securities.

Transfers of Cash to and from Our Subsidiaries

1 unchanged sentence

is a holding company.

We conduct our operations in Hong Kong primarily through our subsidiaries in both Hong Kong and BVI.

We may rely on dividends to be paid

by our Hong Kong and BVI subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and

other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses.

If our Hong Kong and

BVI subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends

or make other distributions to us.

We conduct our operations directly and through our subsidiaries in both Hong Kong and BVI.

We may rely on dividends to be paid by our

Hong Kong and BVI subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash

distributions to our shareholders, to service any debt we may incur and to pay our operating expenses.

If our Hong Kong and BVI subsidiaries

incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other

distributions to us.

Next Technology Holding Inc.

is permitted under

the Wyoming laws to provide funding to our subsidiaries in Hong Kong and BVI through loans or capital contributions without restrictions

on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.

Next Technology

is also permitted under the laws of Hong Kong to provide funding to Next Technology Inc.

through dividend distribution without restrictions

on the amount of the funds.

As of the date of this annual report, there has been no distribution of dividends or assets among the

holding company or the subsidiaries.

is permitted under the Wyoming laws to

provide funding to our subsidiaries in Hong Kong and BVI through loans or capital contributions without restrictions on the amount of

the funds, subject to satisfaction of applicable government registration, approval and filing requirements.

Our Hong Kong subsidiary is

also permitted under the laws of Hong Kong to provide funding to Next Technology through dividend distribution without restrictions on

the amount of the funds.

As of the date of this report, there has been no distribution of dividends or assets among the holding company

or the subsidiaries.

We currently do not have any cash management policies in place.

We currently intend to retain all available funds

and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in

the foreseeable future.

Any future determination related to our dividend policy will be made at the discretion of our board of directors

after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and

other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

On August 8, 2025, the Company’s board of

directors unanimously approved the Policy, which took effect on September 8, 2025.

Under the Policy, the Company will distribute no less

than 80% of annual profits to its shareholders as dividends, payable in cash, stock or other forms approved by the board.

However, dividend

declarations remain subject to the board’s quarterly assessment of liquidity, cash flow generation, capital allocation needs for

growth, regulatory and compliance constraints, and overall financial condition.

No dividends were declared for the year ended December

Subject to the Wyoming Business Corporations Act

14 unchanged sentences

Software Development

We provide AI-enabled software development services

to our potential customers in USA, Hong Kong and Singapore, which included developing, designing and implementing various SAAS software

solutions for business of all types, including industrials and other businesses.

We provide AI-enabled software development services to our potential

customers in USA, Hong Kong, Singapore, Malaysia, Japan and other Asian markets, which included developing, designing and implementing

various SaaS software solutions for business of all types, including industrials and other businesses.

The analytics market is highly competitive and

16 unchanged sentences

with the objective of using the proceeds to purchase Bitcoin.

We view our Bitcoin holdings as held for trading

and expect to continue to accumulate Bitcoin.

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

continue to monitor market conditions in determining whether to engage in additional financing to purchase additional Bitcoin.

We view our Bitcoin holdings as being held for

trading and expect to continue to accumulate Bitcoin.

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

we will continue to monitor market conditions in determining whether to engage in additional financing to purchase additional Bitcoin.

Bitcoin Industry and Market

82 unchanged sentences

development services and solutions, we derive our revenue from AI-software development and technical supporting services.

We provide AI-enabled software development services to our customers

in Hong Kong, Singapore, Malaysia, Japan, and other Asian countries, which include developing, designing and implementing various SaaS

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

Our business operates under a “SaaS+AI”

model, emphasizing customized and entrusted development projects designed in response to specific market demand.

Through this approach,

we design, develop and deploy software platforms that integrate cloud computing, big data analytics and AI-driven algorithms to support

enterprises across diverse industries.

Our current customers include property management

chain enterprises, cryptocurrency mining investment operators, and energy and resource businesses.

We are expanding the scope of our customer

base and are in discussions with potential customers in new media, financial services, transportation, education, and healthcare industries.

The AI-enabled software development market is

15 unchanged sentences

Alibaba Cloud Computing Ltd.

www.nxtttech.com

Our Employees

5 unchanged sentences

General and Administrative

Selling and Marketing

Product Delivery Department and Research and Development Center

Financial Department

15 unchanged sentences

Legal Proceedings

Litigation Relating to Unauthorized Corporate

Actions and Control Disputes

Since mid-September 2023, Mr.

7 unchanged sentences

filed by certain purported shareholders affiliated with the Unauthorized Persons in the United States District Court for the District

of Wyoming against certain officers and directors of the Company, seeking control of the Company.

This case was dismissed without prejudice

on October 18, 2023.

of Wyoming (the “WY District Court”) against certain officers and directors of the Company, seeking control of the Company.

This case was dismissed without prejudice on October 18, 2023.

On October 18, 2023, the same individuals who

16 unchanged sentences

Zheng Dai and his affiliates from the following conduct:

as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates;

any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company;

any attempts to change the board composition and executive team;

(iv) disseminating

false statements regarding the Company and its leadership;

any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents;

any attempts to issue the Company’s shares.

The Company remains under the control of its current

board of directors, which, as of the reporting date, consists of the following personnel:

Lichen Dong (Chairman of the Board), Tian Yang,

Mahesh Thapaliya, and Jianbo Sun.

On April 8,2024, the Chancery Court dismissed the plaintiffs’

case with prejudice , allowing the Company to reserve its right to seek fees.

The Company’s counterclaims against plaintiffs

were later dismissed without prejudice upon stipulation on June 11, 2024.

On September 6, 2024, the same individuals initiated a new lawsuit

against the Company in the Wyoming State District Court, with a sole cause of action seeking inspection of certain corporate records.

On October 30, 2024, the Company responded the complaint, denying plaintiffs’

allegations and arguing that plaintiffs had failed to satisfy the statutory requirements necessary for corporate records inspection.

On December 9, 2024, one of the plaintiffs, Wenwen Yu, filed a motion

for preliminary injunction to enjoin future share issuances by the Company.

On December 27, 2024, the Company opposed Yu’s motion, asserting

that it was entirely without merit.

The motion is currently set for a hearing on April 9, 2025.

Separately, on May 15, 2024, another lawsuit was filed against the

Company in the New York County Supreme Court (the “NY Court”), seeking repayment of certain loans allegedly guaranteed by

On September 9, 2024, the Company moved to dismiss the case on the

grounds of forum non conveniens and lack of personal jurisdiction, given that the alleged guarantees—signed by Zheng Dai

and Pijun Liu—were unauthorized and, therefore, null and void.

As of the reporting date, the Company’s motion remains pending

before the NY Court.

This section sets forth a summary of the principal

PRC laws and regulations relevant to our business and operations in China.

Regulations on Overseas Listings

On February 17, 2023, CSRC promulgated the Trial

Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises (the “Trial Measures”), which

became effective on March 31, 2023.

On the same date, the CSRC circulated Supporting Guidance Rules No.

1 through No.

5, Notes on the

Trial Measures, Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers

to Reporter Questions (collectively, the “Guidance Rules and Notice”) on the CSRC’s official website.

Pursuant to the

Trial Measures, PRC domestic enterprises that have submitted valid applications for overseas offerings and listing but have not obtained

the approval from the relevant overseas regulatory authority or overseas stock exchanges shall complete filings with the CSRC prior to

their overseas offerings and listings.

According to the Notice on the Administrative

Arrangements for the Filing of the Overseas Securities Offering and Listing by Domestic Companies from the CSRC, or “the CSRC Notice”,

the domestic companies that have already been listed overseas before the effective date of the Trial Measures (namely, March 31, 2023)

shall be deemed as existing issuers (the “Existing Issuers”).

Existing Issuers are not required to complete the filing procedures

immediately, and they shall be required to file with the CSRC for any subsequent offerings.

On February 24, 2023, the CSRC, together with

the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions on

Strengthening Confidentiality and Archives Administration for Overseas Securities Offering and Listing, which were issued by the CSRC

and National Administration of State Secrets Protection and National Archives Administration of China in 2009, or the “Provisions.”

The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration

of Overseas Securities Offering and Listing by Domestic Companies”, and came into effect on March 31, 2023 together with the Trial

One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and

listing, as is consistent with the Trial Measures.

The revised Provisions require that, among other things, (a) a domestic company that

plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities

including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets

or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the

secrecy administrative department at the same level;

and (b) a domestic company that plans to, either directly or indirectly through its

overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service

providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public

interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations.

In August 2006, six PRC regulatory authorities,

including the CSRC, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or

the M&A Rules, amended in June 2009.

The M&A Rules, among other things, require that if an overseas company established or controlled

by PRC companies or individuals, or PRC Citizens, intends to acquire equity interests or assets of any other PRC domestic company affiliated

with the PRC Citizens, such acquisition must be submitted to the MOFCOM for approval.

The M&A Rules also require that an Overseas

SPV formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC

prior to overseas listing and trading of such Overseas SPV’s securities on an overseas stock exchange.

Regulations on Internet Information Security and Privacy Protection

In November 2016, the Standing Committee of the

National People’s Congress, or the SCNPC, promulgated the Cyber Security Law of the PRC , or the Cyber Security Law,

which became effective on June 1, 2017.

The Cyber Security Law requires that a network operator, which includes, among others, internet

information services providers, take technical measures and other necessary measures in accordance with applicable laws and regulations

and the compulsory requirements of the national and industrial standards to safeguard the safe and stable operation of its networks.

are subject to such requirements as we are operating website and mobile application and providing certain internet services mainly through

our mobile application.

The Cyber Security Law further requires internet information service providers to formulate contingency plans

for network security incidents, report to the competent departments immediately upon the occurrence of any incident endangering cyber

security and take corresponding remedial measures.

Internet information service providers are also

required to maintain the integrity, confidentiality and availability of network data.

The Cyber Security Law reaffirms the basic principles

and requirements specified in other existing laws and regulations on personal data protection, such as the requirements on the collection,

use, processing, storage and disclosure of personal data, and internet information service providers being required to take technical

and other necessary measures to ensure the security of the personal information they have collected and prevent the personal information

from being divulged, damaged or lost.

Any violation of the Cyber Security Law may subject the internet information service provider to

warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, shutdown of websites or criminal liabilities.

As of the date hereof, the Company is in compliance

with the Cyber Security Law.

PRC Laws and Regulations on Foreign Investment

Investment in the PRC by foreign investors and

foreign-invested enterprises shall comply with the Catalogue for the Guidance of Foreign Investment Industries (2020 Revision) (the “Catalogue”),

which was last amended and issued by MOFCOM and National Development and Reform Commission (NDRC) on December 27, 2020 and became effective

since January 27, 2021, and the Special Management Measures for Foreign Investment Access (2019 version), or the Negative List, which

came into effect on July 30, 2019.

The Catalogue and the Negative List contains specific provisions guiding market access for foreign

capital and stipulates in detail the industry sectors grouped under the categories of encouraged industries, restricted industries and

prohibited industries.

Any industry not listed on the Negative List is a permitted industry unless otherwise prohibited or restricted

by other PRC laws or regulations.

On March 15, 2019, the National People’s

Congress approved the Foreign Investment Law of the PRC, or the Foreign Investment Law, which came into effect on January 1, 2020, repealing

simultaneously the Law of the PRC on Sino-foreign Equity Joint Ventures, the Law of the PRC on Wholly Foreign-owned Enterprises and the

Law of the PRC on Sino-foreign Cooperative Joint Ventures.

The Foreign Investment Law adopts the management system of pre-establishment

national treatment and negative list for foreign investment.

Policies in support of enterprises shall apply equally to foreign-funded

enterprises according to laws and regulations.

Foreign investment enterprises shall be guaranteed that they could equally participate

in the setting of standards, and the compulsory standards formulated by the State shall be equally applied.

Fair competition for foreign

investment enterprises to participate in government procurement activities shall be protected.

The Foreign Investment Law also stipulates

the protection on intellectual property rights and trade secrets.

The State also establishes information reporting system and national

security review system according to the Foreign Investment Law.

PRC Laws and Regulations on Wholly Foreign-Owned

The establishment, operation and management of

corporate entities in China are governed by the PRC Company Law, which was promulgated by the SCNPC on December 29, 1993 and became effective

on July 1, 1994.

It was last amended on October 26, 2018 and the amendments became effective on October 26, 2018.

Under the PRC Company

Law, companies are generally classified into two categories, namely, limited liability companies and joint stock limited companies.

PRC Company Law also applies to limited liability companies and joint stock limited companies with foreign investors.

Where there are

otherwise different provisions in any law on foreign investment, such provisions shall prevail.

The Law of the PRC on Wholly Foreign-invested

Enterprises was promulgated and became effective on April 12, 1986, and was last amended and became effective on October 1, 2016.

Implementing Regulations of the PRC Law on Foreign-invested Enterprises were promulgated by the State Council on October 28, 1990.

were last amended on February 19, 2014 and the amendments became effective on March 1, 2014.

The Provisional Measures on Administration

of Filing for Establishment and Change of Foreign Investment Enterprises were promulgated by MOFCOM and became effective on October 8,

2016, and were last amended on July 20, 2017 with immediate effect.

The above-mentioned laws form the legal framework for the PRC Government

to regulate Foreign-invested Enterprises.

These laws and regulations govern the establishment, modification, including changes to registered

capital, shareholders, corporate form, merger and split, dissolution and termination of Foreign-invested Enterprises.

According to the above regulations, a Foreign-invested

Enterprise should get approval by MOFCOM before its establishment and operation.

PRC Laws and Regulations on Foreign Exchange

Registration of Foreign Investment Enterprises

Pursuant to the Notice of State Administration

of Foreign Exchange on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China by Foreign Investors

promulgated by the SAFE, or the Notice, upon establishment of a foreign investment enterprise pursuant to the law, registration formalities

shall be completed with the foreign exchange bureau.

Upon completion of registration formalities by the entities involved in direct investments

in China, the entities may open accounts for direct investments in China such as preliminary expense account, capital fund account and

asset realization account, etc.

with the bank based on the actual needs.

Upon completion of such registration formalities, foreign investment

enterprises could also conduct settlement when contributing foreign exchange funds, and remit funds overseas in the event of capital reduction,

liquidation, advance recovery of investment, profit distribution, etc.

PRC Laws and Regulations on Dividend Distribution

The principal regulations governing distribution

of dividends of foreign-invested enterprises include the Foreign-Invested Enterprise Law, that became effective on January 1, 2020, and

its implementation rules.

Under these laws and regulations, wholly foreign-owned enterprises in China may pay dividends only out of their

accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations.

In addition, when a wholly

foreign-owned enterprise in China distributes its after-tax profits of a fiscal year, it shall allocate 10% of the profits to the company’s

statutory common reserve fund.

If the accumulated amount of the company’s statutory reserve fund is more than 50% of the company’s

registered capital, the company is no longer required to allocate more funds to the reserve.

Wholly foreign-owned companies may, at their

discretion, allocate a portion of their after-tax profits based on PRC accounting standards to staff welfare and bonus funds.

These reserves

are not distributable as cash dividends.

PRC Laws and Regulations on Taxation

Enterprise Income Tax

The Enterprise Income Tax Law of the People’s

Republic of China (the “EIT Law”) was promulgated by the Standing Committee of the National People’s Congress on March

16, 2007 and became effective on January 1, 2008, and was later amended on February 24, 2017 and on December 29, 2018 separately.

Implementation Rules of the EIT Law (the “Implementation Rules”) were promulgated by the State Council on December 6, 2007

and became effective on January 1, 2008.

According to the EIT Law and the Implementation Rules, enterprises are divided into resident

enterprises and non-resident enterprises.

Resident enterprises shall pay enterprise income tax on their incomes obtained in and outside

the PRC at the rate of 25%.

Non-resident enterprises setting up institutions in the PRC shall pay enterprise income tax on the incomes

obtained by such institutions in and outside the PRC at the rate of 25%.

Non-resident enterprises with no institutions in the PRC, and

non-resident enterprises whose incomes having no substantial connection with their institutions in the PRC, shall pay enterprise income

tax on their incomes obtained in the PRC at a reduced rate of 10%.

The Arrangement between the PRC and Hong Kong

Special Administrative Region for the Avoidance of Double Taxation the Prevention of Fiscal Evasion with respect to Taxes on Income (the

“Arrangement”) was promulgated by the State Administration of Taxation (“SAT”) on August 21, 2006 and came into

effect on December 8, 2006.

According to the Arrangement, a company incorporated in Hong Kong will be subject to withholding tax at the

lower rate of 5% on dividends it receives from a company incorporated in the PRC if it holds a 25% interest or more in the PRC company.

The Notice on the Understanding and Identification of the Beneficial Owners in the Tax Treaty (the “Notice”) was promulgated

by SAT and became effective on October 27, 2009.

According to the Notice, a beneficial ownership analysis will be used based on a substance-over-form

principle to determine whether or not to grant tax treaty benefits.

Value-added Tax

Pursuant to the Provisional Regulations on Value-added

Tax of the PRC, or the VAT Regulations, which were promulgated by the State Council on December 13, 1993, took effect on January 1, 1994,

and were amended on November 10, 2008, February 6, 2016, and November 19, 2017, respectively, and the Rules for the Implementation of

the Provisional Regulations on Value-added Tax of the PRC, which were promulgated by the MOF on December 25, 1993, and were amended on

December 15, 2008, and October 28, 2011, respectively, entities and individuals that sell goods or labor services of processing, repair

or replacement, sell services, intangible assets, or immovables, or import goods within the territory of the People’s Republic of

China are taxpayers of value-added tax.

The VAT rate is 17% for taxpayers selling goods, labor services, or tangible movable property

leasing services or importing goods, except otherwise specified;

11% for taxpayers selling services of transportation, postal, basic telecommunications,

construction and lease of immovable, selling immovable, transferring land use rights, selling and importing other specified goods including

6% for taxpayers selling services or intangible assets.

According to the Notice on the Adjustment to the

Value-added Tax Rates issued by the SAT and the MOF on April 4, 2018, where taxpayers make VAT taxable sales or import goods, the applicable

tax rates shall be adjusted from 17% to 16% and from 11% to 10%, respectively.

Subsequently, the Notice on Policies for Deepening Reform

of Value-added Tax was issued by the SAT, the MOF and the General Administration of Customs on March 30, 2019 and took effective on April

1, 2019, which further adjusted the applicable tax rate for taxpayers making VAT taxable sales or importing goods.

The applicable tax

rates shall be adjusted from 16% to 13% and from 10% to 9%, respectively.

The VAT rate applicable to the company is currently 6%;

income tax rate applicable to the company is 25%.

We are also eligible for receiving tax refund according to certain favorable government

policies starting from 2021.

Dividend Withholding Tax

The Enterprise Income Tax Law states that since

January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that do not

have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income is

not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the

Pursuant to an Arrangement Between the Mainland

of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with

Respect to Taxes on Incomes (“Double Tax Avoidance Arrangement”) and other applicable PRC laws, if a Hong Kong resident enterprise

is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance

Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC

resident enterprise may be reduced to 5%.

However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend

Provisions in Tax Treaties (the “SAT Circular 81”) issued on February 20, 2009 by SAT, if the relevant PRC tax authorities

determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily

tax-driven, such PRC tax authorities may adjust the preferential tax treatment.

According to the Circular on Several Questions regarding

the “Beneficial Owner” in Tax Treaties, which was issued on February 3, 2018 by the SAT and took effect on April 1, 2018,

when determining the applicant’s status of the “beneficial owner” regarding tax treatments in connection with dividends,

interests or royalties in the tax treaties, several factors, including without limitation, whether the applicant is obligated to pay more

than 50% of his or her income in twelve months to residents in third country or region, whether the business operated by the applicant

constitutes the actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax or

grant tax exemption on relevant incomes or levy tax at an extremely low rate, will be taken into account, and it will be analyzed according

to the actual circumstances of the specific cases.

This circular further provides that applicants who intend to prove his or her status

of the “beneficial owner” shall submit the relevant documents to the relevant tax bureau according to the Announcement on

Issuing the Measures for the Administration of Non-Resident Taxpayers’ Enjoyment of the Treatment under Tax Agreements.

We have not commenced the application process

for a Hong Kong tax resident certificate from the relevant Hong Kong tax authority, and there is no assurance that we will be granted

such a Hong Kong tax resident certificate.

We have not filed required forms or materials with the relevant PRC tax authorities to prove

that we should enjoy the 5% PRC withholding tax rate.

PRC Laws and Regulations on Employment

and Social Welfare

Labor Law of the PRC

Pursuant to the Labor Law of the PRC, which was

promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1, 1995 and was last amended on August

27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007, became effective on January 1, 2008 and was last

amended on December 28, 2012, with the amendments coming into effect on July 1, 2013, enterprises and institutions shall ensure the safety

and hygiene of a workplace, strictly comply with applicable rules and standards on workplace safety and hygiene in China, and educate

employees on such rules and standards.

Furthermore, employers and employees shall enter into written employment contracts to establish

their employment relationships.

Employers are required to inform their employees about their job responsibilities, working conditions,

occupational hazards, remuneration and other matters with which the employees may be concerned.

Employers shall pay remuneration to employees

on time and in full accordance with the commitments set forth in their employment contracts and with the relevant PRC laws and regulations.

We have entered into written employment contracts with all the employees and performed their obligations under the relevant PRC laws and

Social Insurance and Housing Fund

Pursuant to the Social Insurance Law of the PRC,

which was promulgated by the Standing Committee of the NPC on October 28, 2010 and became effective on July 1, 2011, employers in the

PRC shall provide their employees with welfare schemes covering basic pension insurance, basic medical insurance, unemployment insurance,

maternity insurance, and occupational injury insurance.

We have been complying with local regulations regarding social security and employee

According to the Interim Regulations on the Collection

and Payment of Social Insurance Premiums, the Regulations on Work Injury Insurance, the Regulations on Unemployment Insurance and the

Trial Measures on Employee Maternity Insurance of Enterprises, enterprises in the PRC shall provide benefit plans for their employees,

which include basic pension insurance, unemployment insurance, maternity insurance, work injury insurance and basic medical insurance.

An enterprise must provide social insurance by processing social insurance registration with local social insurance agencies, and shall

pay or withhold relevant social insurance premiums for or on behalf of employees.

The Law on Social Insurance of the PRC, which was promulgated

by the SCNPC on October 28, 2010, became effective on July 1, 2011, and was most recently updated on December 29, 2018, has consolidated

pertinent provisions for basic pension insurance, unemployment insurance, maternity insurance, work injury insurance and basic medical

insurance, and has elaborated in detail the legal obligations and liabilities of employers who do not comply with relevant laws and regulations

on social insurance.

Without force majeure reasons, employers must not suspend or reduce their payment of social insurance for employees,

otherwise, competent governmental authorities will have the power to enforce employers to pay up social insurance within a prescribed

time limit, and a fine of 0.05% of the unpaid social insurance can be charged on the part of the employers per day commencing from the

first day of default.

Provided that the employers still fail to make the payment within the prescribed time limit, a fine of over one

time and up to three times of the unpaid sum of social insurance can be charged.

According to the Regulations on the Administration

of Housing Provident Fund, which was promulgated by the State Counsel and became effective on April 3, 1999, and was amended on March

24, 2002 and was partially revised on March 24, 2019 by Decision of the State Council on Revising Some Administrative Regulations (Decree

710 of the State Council), housing provident fund contributions by an individual employee and housing provident fund contributions

by his or her employer shall belong to the individual employee.

Registration by PRC companies at the applicable housing provident fund

management center is compulsory and a special housing provident fund account for each of the employees shall be opened at an entrusted

The employer shall timely pay up and deposit housing

provident fund contributions in full amount and late or insufficient payments shall be prohibited.

The employer shall process housing

provident fund payment and deposit registrations with the housing provident fund administration center.

Under the circumstances where

financial difficulties do exist due to which an employer is unable to pay or pay up housing provident funds, permission of labor union

of the employer and approval of the local housing provident funds commission must first be obtained before the employer can suspend or

reduce their payment of housing provident funds.

With respect to companies who violate the above regulations and fail to process housing

provident fund payment and deposit registrations or open housing provident fund accounts for their employees, such companies shall be

ordered by the housing provident fund administration center to complete such procedures within a designated period.

Those who fail to

process their registrations within the designated period shall be subject to a fine ranging from RMB10,000 to RMB50,000.

When companies

breach these regulations and fail to pay up housing provident fund contributions in full amount as due, the housing provident fund administration

center shall order such companies to pay up within a designated period, and may further apply to the People’s Court for mandatory

enforcement against those who still fail to comply after the expiry of such period.

Regulations Related to our Business Operations

acting as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates;

making any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company;

making any attempts to change the board composition and executive team;

disseminating false statements regarding the Company and its leadership;

making any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents;

making any attempts to issue the Company’s shares.

The Company remains under the control of

its current board of directors.

On April 8, 2024, the Chancery Court dismissed

the plaintiffs’ case with prejudice, allowing the Company to reserve its right to seek fees.

The Company’s counterclaims against

plaintiffs were later dismissed without prejudice upon stipulation on June 11, 2024.

On September 6, 2024, the same individuals initiated

a new lawsuit against the Company in the WY District Court, with a sole cause of action seeking inspection of certain corporate records.

On October 30, 2024, the Company responded to

the complaint, denying plaintiffs’ allegations and arguing that plaintiffs had failed to satisfy the statutory requirements necessary

for corporate records inspection.

On December 9, 2024, one of the plaintiffs, Wenwen

Yu, filed a motion for preliminary injunction to enjoin future share issuances by the Company (the “Motion”).

On December 27, 2024, the Company opposed Yu’s

Motion, asserting that it was entirely without merit.

On April 9, 2025, the WY District Court conducted

a hearing and, finding no good cause to grant the Motion, denied the Motion.

On September 3, 2025, the Company moved for summary

judgment on plaintiffs’ claims, and the plaintiffs filed a cross-motion for summary judgment.

On December 1, 2025, the WY District Court granted

the Company’s motion for summary judgment and denied the plaintiffs’ cross-motion for summary judgment, finding that plaintiffs

do not have statutory standing to bring this action and therefore have failed to state a claim upon which relief can be granted.

Separately, on May 15, 2024, another lawsuit was

filed against the Company in the New York County Supreme Court (the “NY Court”), seeking repayment of certain loans allegedly

guaranteed by the Company.

On September 9, 2024, the Company moved to dismiss

the case on the grounds of forum non conveniens and lack of personal jurisdiction, given that the alleged guarantees—signed

by Zheng Dai and Pijun Liu—were unauthorized and, therefore, null and void.

On January 6, 2026, the NY Court entered an order

denying the Company’s motion to dismiss.

The Company appealed the order.

As of the date of this report, the appeal remains pending.

The Company intends to continue to vigorously

defend against the claims asserted.

In addition, on June 20, 2025, Zheng Dai and his

affiliates filed a new action against the Company in the Wyoming Chancery Court, asserting claims for breach of loan contracts and related

causes of action.

On August 11, 2025, the Company moved to dismiss

the case on the grounds of forum non conveniens, and stated in its motion that it intended to dispute the existence of the alleged loans.

On October 8, 2025, the Wyoming Chancery Court

denied the Company’s motion to dismiss.

On or around October 22, 2025, the Company filed its Answer and Counterclaims, denying that

it entered into any oral loan agreements with plaintiffs as alleged in the complaint.

The Company also asserted various counterclaims,

including abuse of process, malicious prosecution, civil conspiracy, breach of fiduciary duty, aiding and abetting breach of fiduciary

duty, interference with contractual or prospective economic relations, and breach of the obligation of good faith and fair dealing.

On November 10, 2025, the plaintiffs moved to

dismiss the Company’s counterclaims.

The Company opposed.

On February 6, 2026, the Wyoming Chancery Court granted the motion in

part and denied it in part, dismissing the abuse of process counterclaim while allowing the remaining counterclaims to proceed.

As of the date of this report, the matter is in

the discovery phase.

The Company intends to continue to vigorously defend against the claims asserted and pursue its counterclaims against

the plaintiffs.

Litigation Relating to Alleged Oral Loan Agreements

The Company is a defendant in a civil action pending

before the Wyoming Chancery Court, captioned Wenwen Yu, et al.

Next Technology Holding, Inc.

f/k/a WeTrade Group, Inc., Case No.

CH-2025-0000016.

The Complaint was filed on or around June 20,

2025, asserting claims primarily for breach of alleged oral loan agreements, along with related causes of action.

Plaintiffs seek damages

in the aggregate amount of approximately US$2,064,108, plus additional amounts denominated in Hong Kong dollars, together with interest,

attorneys’ fees, and costs.

On or around October 22, 2025, the Company filed its Answer and Counterclaims,

denying that it entered into the alleged oral loan agreements and denying that Plaintiffs are entitled to any relief.

On or around October 30, 2025, the Court entered

a Case Management and Scheduling Order, setting trial to commence on September 1, 2026.

The matter is currently in the discovery phase.

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

The Company is unable at this time to predict the outcome

of this litigation or estimate the range of potential loss, if any, given that the matter is in the early stages of discovery.

Regulations Related to our Business Operations in Hong Kong

Business registration requirement

7 unchanged sentences

The Company has applied and received business registration certificate in HK and is in compliance with such regulations.

Regulations Relating to Virtual Assets and

Bitcoin in Hong Kong

Hong Kong has established an evolving regulatory

framework for virtual assets, including Bitcoin, which may affect the Company’s software development activities and its acquisition,

holding and disposition of Bitcoin in Hong Kong.

Virtual Asset Service Provider (“VASP”)

Licensing Regime

Under the Anti-Money Laundering and Counter-Terrorist

Financing Ordinance (Chapter 615 of the Laws of Hong Kong) (the “AMLO”), a licensing regime for virtual asset service providers

(“VASPs”) became effective on June 1, 2023.

Persons carrying on a business in Hong Kong of operating a virtual asset trading

platform are required to be licensed by the Securities and Futures Commission of Hong Kong (the “SFC”) and comply with applicable

regulatory requirements, including customer due diligence, ongoing monitoring, custody of client assets, cybersecurity, financial resources

and disclosure obligations.

The Company does not operate a virtual asset trading

platform for third parties and does not provide brokerage, exchange, custody or asset management services to customers in respect of virtual

Accordingly, the Company currently does not believe that it is required to obtain a VASP license in Hong Kong.

However, the scope

of activities subject to licensing and regulatory oversight may be expanded or clarified in the future, and changes in regulatory interpretation

or enforcement could subject the Company to additional compliance obligations.

Regulation of Virtual Asset Activities

Although Bitcoin is generally not regulated as

a “security” under Hong Kong law, Hong Kong regulators have issued guidance indicating that certain digital assets or tokenized

products may constitute “securities” or “regulated activities” depending on their features and the manner in which

they are offered or marketed.

In addition, the SFC has imposed restrictions on the offering of virtual asset-related products and services

to retail investors, and virtual asset trading platforms operating in Hong Kong must comply with applicable investor protection requirements.

To the extent the Company engages in transactions

involving Bitcoin or develops software products that interface with virtual asset trading platforms, custody solutions or blockchain networks,

changes in regulatory policy, licensing requirements or enforcement practices in Hong Kong could increase the Company’s compliance

costs, restrict certain business activities or require changes to its business model.

Anti-Money Laundering and Counter-Terrorist

Businesses in Hong Kong that engage in virtual

asset-related activities may be subject to enhanced anti-money laundering (“AML”) and counter-terrorist financing (“CTF”)

obligations under the AMLO and related guidelines issued by the SFC and other authorities.

While the Company does not currently provide

virtual asset services to third parties, regulatory developments could extend AML/CTF obligations to additional categories of participants

in the virtual asset ecosystem.

Compliance with such requirements could increase operating costs and impose additional reporting and internal

control obligations on the Company.

Custody, Cybersecurity and Technology Risks

Hong Kong regulators have emphasized the importance

of cybersecurity, technology risk management and the safeguarding of digital assets.

Although the Company primarily acquires and holds

Bitcoin for its own account and conducts software development activities, regulatory expectations regarding cybersecurity and digital

asset custody practices continue to evolve.

Any failure to comply with applicable regulatory expectations or industry standards could

subject the Company to regulatory scrutiny, reputational harm or operational disruptions.

Uncertainty and Future Regulatory Developments

The regulatory framework governing virtual assets

in Hong Kong is evolving, and future legislative, regulatory or enforcement actions could impose additional licensing, compliance, reporting

or operational requirements on companies engaged in Bitcoin-related activities or software development related to blockchain technology.

There can be no assurance that future regulatory developments will not adversely affect the Company’s business, financial condition

or results of operations.

Regulations related to Hong Kong Taxation

34 unchanged sentences

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 1. Business