FINANCIAL STATEMENTS AND SUPPLEMENTARY
−Removed: Our audited financial statements for the years
−Removed: ended December 31, 2024, and 2023 are set forth on pages F-1 to F-23 immediately following the signature page to this annual report.
−Removed: Item 15 for a list of the financial statements included herein.
+Added: Our audited financial statements for the years ended December 31, 2025
+Added: and 2024 are set forth on pages F-1 to F-28 immediately following the signature page to this annual report.
+Added: See Item 15 for a list of
+Added: the financial statements included herein.
+Added: Nasdaq Compliance Matters
+Added: The Company’s common stock is listed on
+Added: the Nasdaq Capital Market.
+Added: During 2025, the Company resolved three separate listing deficiencies:
+Added: (i) a minimum bid price deficiency received
+Added: on April 14, 2025, cured on May 28, 2025;
+Added: (ii) an annual meeting deficiency received on January 7, 2025, cured on June 24, 2025;
+Added: a delisting notice received on August 25, 2025, alleging the Company was a “public shell” under Rule 5101.
+Added: Following the Company’s request for a hearing
+Added: and subsequent submissions to Nasdaq, on September 29, 2025, the Staff of Nasdaq withdrew the delisting notice, confirming the Company
+Added: is not a “public shell”.
+Added: As of the date of these financial statements, the Company is in compliance with all applicable Nasdaq
+Added: continued listing requirements.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
+Added: Change in Independent Registered Public Accounting
+Added: Following discussions among the Audit Committee
+Added: of the Board of Directors (the “Audit Committee”) of Next Technology Holding Inc.
+Added: (the “Company”), on January
+Added: 21, 2026, the Audit Committee and management of the Company elected to change the Company’s independent registered public accounting
+Added: firm by dismissing JWF Assurance PAC (“JWF”) and engaging CHI-LLTC (“CHI”), with the change becoming effective
+Added: on that date.
+Added: The decision to change the Company’s independent registered public accounting firm from JWF to CHI was based on the
+Added: Company’s desire to engage an accounting firm that it believes will be a better fit for the Company’s operations and easier
+Added: to collaborate with going forward.
+Added: The change was not the result of any disagreement between the Company and JWF on any matter of accounting
+Added: principles or practices, financial statement disclosure, or auditing scope or procedures.
+Added: JWF’s audit reports on the Company’s
+Added: consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or
+Added: a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
+Added: JWF has served as
+Added: the Company’s independent registered public accounting firm since 2023.
+Added: During the Company's fiscal years ended December
+Added: 31, 2024 and 2023, and the subsequent interim period preceding the change in auditor from JWF to CHI, there were no (a) “disagreements”
+Added: (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and JWF on any matter of accounting
+Added: principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
+Added: of JWF, would have caused JWF to make reference to the subject matter of the disagreement in their reports on the financial statements
+Added: for such years, or (b) “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
+Added: Engagement of New Independent Registered Public
+Added: Accounting Firm
+Added: On January 21, 2026, the Audit Committee engaged
+Added: CHI to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025 and subsequent
+Added: During the Company’s fiscal years ended
+Added: December 31, 2024 and 2023 and the subsequent interim period through January 21, 2026, neither the Company nor anyone on its behalf consulted
+Added: CHI regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit
+Added: opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided
+Added: by CHI to the Company that CHI concluded was an important factor considered by the Company in reaching a decision as to the accounting,
+Added: auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)(1)(iv)
+Added: of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
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.