What changed in this filing

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Item 3. Legal Proceedings

2026-03-31 compared with 2025-03-27 · 93 added, 48 removed, 16 unchanged (90% of the section changed)

LEGAL PROCEEDINGS

Litigation Relating to Unauthorized Corporate

Actions and Control Disputes

Since mid-September 2023, Mr.

Zheng Dai, Mr.

Liu, and certain individuals under their control (the “Unauthorized Persons”) had been falsely and repeatedly holding themselves

out as representing and/or authorized to represent the Company.

For example, the Unauthorized Persons caused to be filed certain current

reports on Forms 8-K dated September 28, 2023 and October 10, 2023, in which they purported to appoint new officers and directors.

filings were false and should be disregarded.

On September 28, 2023, a derivative lawsuit was

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

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

Pijun Liu, and certain

individuals under their control (the “Unauthorized Persons”) had been falsely and repeatedly holding themselves out as representing

and/or authorized to represent the Company.

For example, the Unauthorized Persons caused to be filed certain current reports on Forms

8-K dated September 28, 2023 and October 10, 2023, in which they purported to appoint new officers and directors.

These filings were false

and should be disregarded.

On September 28, 2023, a derivative lawsuit was filed by certain purported

shareholders affiliated with the Unauthorized Persons in the United States District Court for the District of Wyoming (the “WY District

Court”) against certain officers and directors of the Company, seeking control of the Company.

This case was dismissed without prejudice

on October 18, 2023.

On October 18, 2023, the same individuals who

previously filed the above-described derivative suit initiated a direct action against the Company in the Chancery Court of the State

of Wyoming (the “Chancery Court”), once again seeking control of the Company.

In response, the Company contested to the lawsuit

and sought a temporary restraining order to prevent the plaintiff-shareholders and their affiliates (including the Unauthorized Persons)

from asserting control over the Company.

On November 7, 2023, the Chancery Court granted

a temporary restraining order substantially restraining Mr.

On October 18, 2023, the same individuals who previously filed the

above-described derivative suit initiated a direct action against the Company in the Chancery Court of the State of Wyoming (the “Chancery

Court”), once again seeking control of the Company.

In response, the Company contested to the lawsuit and sought a temporary restraining

order to prevent the plaintiff-shareholders and their affiliates (including the Unauthorized Persons) from asserting control over the

On November 7, 2023, the Chancery Court granted a temporary restraining

order substantially restraining Mr.

Zheng Dai and his affiliates from claiming to act on behalf of the Company.

On November 30, 2023, the Company responded to

plaintiffs’ allegations, demonstrating that their claims—brought by Mr.

Zheng Dai and his affiliates—were largely based

upon forged signatures and other fabricated materials.

In response, the plaintiffs withdrew their opposition to the Company’s request

for an injunction.

On January 5, 2024, the Chancery Court issued

a preliminary injunction order (attached hereto), which specifically restrained Mr.

On November 30, 2023, the Company responded to plaintiffs’ allegations,

demonstrating that their claims—brought by Mr.

Zheng Dai and his affiliates—were largely based upon forged signatures and

other fabricated materials.

In response, the plaintiffs withdrew their opposition to the Company’s request for an injunction.

On January 5, 2024, the Chancery Court issued a preliminary injunction

order (attached hereto), which specifically restrained Mr.

Zheng Dai and his affiliates from the following conduct:

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.

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 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.

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

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

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

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.

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

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

1 unchanged sentence

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.

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

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.

MINE SAFETY DISCLOSURES

1 unchanged sentence

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 3. Legal Proceedings