What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-27 · 1170 added, 677 removed, 690 unchanged (73% of the section changed)

24 unchanged sentences

timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Our management assessed the effectiveness of our

internal control over financial reporting as of December 31, 2024.

In making this assessment, our management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated

Framework - Guidance for Smaller Public Companies (the COSO criteria).

Based on our assessment, management identified material

weaknesses related to:

Our management assessed the effectiveness of

our internal control over financial reporting as of December 31, 2025.

In making this assessment, our management used the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control -

Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria).

Based on our assessment, management

identified material weaknesses related to:

(i) lack of US GAAP expertise in finance team;

(ii) lack of US GAAP expertise in finance team;

(iii) a lack of

segregation of duties within accounting functions;

and the lack of multiple levels of review of our accounting data.

Based on this evaluation,

our management concluded that as of December 31, 2024, we did not maintain effective internal control over financial reporting.

a lack of segregation of duties within accounting functions;

and (iii) the lack of multiple levels of review of our accounting data.

Based on this evaluation, our management concluded that as of December 31, 2025, we did not maintain effective internal control over

financial reporting.

Because of its inherent limitations, internal

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Hongliang Liu

Chief Technical Officer

Chief Technology Officer

Director, Chairman of the Board, and Chair of Nominating Committee

Director and Chair of Audit Committee

Mahesh Thapaliya

Director and Chair of Compensation Committee

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Weihong Liu, Chief Executive Officer

Weihong Liu has more than 10 years of

investment and research experience in the fields of crypto assets and blockchain technology.

Liu has conducted in-depth analysis

and strategic layout of potential investment opportunities in crypto assets.

Weihong Liu has more than 10 years of investment

and research experience in the fields of crypto assets and blockchain technology.

Liu has conducted in-depth analysis and strategic

layout of potential investment opportunities in crypto assets.

In addition, Mr.

Liu has innovative business plans in

high-tech and rapidly growing artificial intelligence generated content businesses, and he has a deep understanding of compliance

requirements, market insights, and product functionality.

Liu has been equipped with abundant knowledge reserves and strong

executive capability in the corporate culture construction field as well as relevant experience in building diverse corporate

culture dissemination system.

Liu holds a bachelor’s degree in Business Management from University of The West of

Liu has innovative business plans in high-tech and rapidly

growing artificial intelligence generated content businesses, and he has a deep understanding of compliance requirements, market insights,

and product functionality.

Liu has been equipped with abundant knowledge reserves and strong executive capability in the corporate

culture construction field as well as relevant experience in building diverse corporate culture dissemination system.

bachelor’s degree in Business Management from University of The West of England.

Nan Ding, Chief Operating Officer

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and financial affairs, corporate financing and compliance.

Hongliang Liu, Chief Technical Officer

Liu, age 37, is a distinguished technical

visionary with over a decade of experience in system development and software management.

His expertise spans a wide array of cutting-edge

fields, with a particular emphasis on SaaS (Software-as-a-Service) and next-generation MaaS (Model-as-a-Service) solutions, leveraging

AI/ML models to drive enterprise digital transformation.

Liu most recently served as a Technical Expert in the R&D division of

Chint Group Corp.

since 2022, where he spearheaded multiple high-priority initiatives and delivered groundbreaking solutions that set

new industry benchmarks.

Prior to this, from 2017 to 2021, he held the position as a Postdoctoral Researcher and Technical Lead at Ningshui

Group, where he drove the development of advanced technologies and led his team to achieve significant breakthroughs.

his Doctor of Philosophy degree (Ph.D.) in Electrical Engineering from the University of Technology of Compiègne, a prestigious

member of the Sorbonne University Group in France, in 2017.

His academic and professional achievements have earned him multiple patents,

and enabled him to play a pivotal role in shaping industry standards through his contributions to standardization committees.

Lichen Dong, Director, Chairman of the Board

Lichen Dong has 15 years of work experience

in the fields of investment, mergers and acquisitions, and finance, including corporate governance, fundraising, financial analysis, mergers

and acquisitions, and complex international architecture construction.

Hongliang Liu, Chief Technology Officer

Liu has more than ten years of technical and

managerial experience in system development, SaaS architectures, and AI/ML-driven enterprise solutions.

His prior roles include serving

as a Technical Expert in the R&D division of Chint Group Corp.

since 2022 and as a Postdoctoral Researcher and Technical Lead at Ningshui

Group from 2017 to 2021.

Liu holds a Ph.D.

in Electrical Engineering from the University of Technology of Compiègne of the

Sorbonne University Group.

His background in advanced software systems, patent-generating innovation, and participation in industry standardization

supports the Company’s ongoing development of next-generation technology platforms.

Hsiu Wu, Director, Chairman of the Board

Hsiu Wu is an investor and corporate governance

professional with nearly a decade of experience in early-stage technology investing across artificial intelligence, high-performance computing,

and blockchain infrastructure.

From 2021 to 2025, Mr.

Dong served as a senior consultant for Future

Dao Group, covering research and development of blockchain technology, clean energy application strategies, corporate governance, and

capital restructuring and listing.

Dong plays an indispensable role in formulating the company’s strategic decisions, leveraging

his unique business model and business acumen.

Dong worked at a confidential information research center from 2019 to 2021, dedicated

to promoting the application of business models that combine digital assets with physical industries.

Dong also worked at Hanergy

Holding Group and Jinko Power Group, specializing in the development and management of renewable energy and power generation assets.

Dong has established various innovative investment models in the new energy industry, making outstanding contributions to market expansion

and risk control cost control in the company’s business management.

Dong holds a bachelor’s degree from the School of

Automation and Electrical Engineering at Beijing University of Aeronautics and Astronautics, and a master’s degree from the School

of Electrical and Electronics Engineering at the University of Nottingham.

Tian Yang, Director

Tian Yang is an experienced and innovative

marketing and communication professional, proficient in leveraging internet and AI technologies to create exceptional value in brand marketing,

product promotion, and corporate communication.

This expertise enables him to drive substantial growth and optimization for businesses

in complex and dynamic market environments through his extensive leadership experience.

The investment strategy plans he has led have

been frequently cited as case studies by renowned business schools, benefiting the business growth and brand expansion of thousands of

high-quality companies.

Yang holds a bachelor’s degree in communication from Beijing Information Science and Technology University.

Mahesh Thapaliya, Director

Mahesh Thapaliya has over 12 years of international business work

Since 2020, he has served as the Business Director of One World Corporations.

The work involves conducting business cooperation

around key international projects, including infrastructure, energy, industrial investment, art and culture, trade, investment, and other

Wu operated Eminent Vision Capital in Singapore, leading investments in AI infrastructure,

high-performance computing, and Web 3.0 data-protocol startups, and advising on strategic planning and commercial development.

from 2015 to 2020, he served as an Investment Manager in the direct private equity division of Standard Chartered Bank, focusing on technology

and financial services investments across the Asia-Pacific region and participating in multiple cross-border M&A and equity transactions.

He brings a broad Asia-Pacific perspective and strong cross-cultural communication skills, along with distinctive insights into technology

trends, capital markets, and risk governance.

Wu holds a Bachelor of Computing degree in Computer Science from the National University

of Singapore and a Master in Management degree from NEOMA Business School in France.

Wenbo Li, Director

Wenbo Li is a hands-on management professional

with nearly two decades of experience in industrial automation and digital transformation.

Since 2018, Mr.

Li has served as Business Development

Director of the IoT Business Unit at Advantech Co., Ltd., where he has been responsible for strategic planning and execution, with a focus

on smart factory and equipment automation solutions.

He successfully transformed the unit from traditional hardware sales to an integrated

“hardware + software + platform” solution provider.

From 2012 to 2018, Mr.

Mahesh works for Banner Electric Co.

and SINOPAK Electric Co.

He has extensive leadership

experience in corporate technology brand marketing, internal control management, and corporate communication by providing services to

multiple multinational corporations.

Mahesh holds Master and Bachelor degree from Beihang University.

Jianbo Sun, Director

Jianbo Sun is an entrepreneur, venture capitalist,

and philanthropist with 16 years of experience in establishing, investing in, and operating the intelligent manufacturing industry.

February 2012, Mr.

Sun has served as the President of Orejia Group Co Limited, responsible for strategic planning, industrial investment,

and financial financing.

Has successful experience in business trend judgment, enterprise management, and capital operation.

Sun had 3 years of industry research experience at CITIC Securities, with a focus on investment portfolios in energy management,

real estate, construction, and agriculture.

Sun attaches great importance to corporate social responsibility in business operations,

actively participates in charitable and public welfare activities, has supported thousands of impoverished children, and has donated multiple

times in large-scale natural disaster events.

Sun holds a Bachelor’s degree in Business Administration from the University of

International Business and Economics.

Li served as Asia-Pacific Business Development

Director at Rockwell Automation, where he expanded emerging markets in the Asia-Pacific region, led three strategic acquisitions and joint

ventures in Southeast Asia, and integrated local sales and service networks to establish new growth drivers.

From 2006 to 2012, he worked

at Neusoft Corporation, advancing from Senior Consultant to management roles, delivering ERP, MES, and other digital transformation consulting

services to large manufacturing enterprises, and building a solid technical foundation and project management expertise.

extensive experience in driving digital transformation through Industrial IoT and SaaS models, spanning technology, market development,

and M&A integration, and combines project expertise with a global perspective.

He holds a Bachelor’s degree in Computer Science

and Technology from Jilin University, China, and a Master’s degree in Information Technology from The University of Queensland,

Guang Cui, Director

Guang Cui has nearly three decades of experience

in software engineering, system architecture, and technical management across the telecommunications, finance, and technology industries.

Since 2021, he has served as an independent technical consultant, providing system architecture and technology innovation consulting to

multiple technology companies.

From 2016 to 2020, he was Senior Technical Manager in the FinTech Division of the Royal Bank of Canada,

overseeing technical architecture and R&D for global payment systems.

Between 2005 and 2015, he was a system architect and technical

director at Oracle Corporation, leading enterprise-level cloud service architecture and database system development, and from 1996 to

2004, he served as a technical leader at Nortel Networks, focusing on core communication protocol development and team management.

Cui brings deep expertise in large-scale distributed systems, enterprise software development, technical risk management, and cross-border

team leadership, with a strong understanding of both North American and Asian technology markets.

He holds a Bachelor of Science degree

in Computer Science from the University of Toronto and a Master of Engineering degree in Electrical and Computer Engineering from the

University of Waterloo.

Gwanggeun Jo, Director

Gwanggeun Jo has a strong background in digital

assets and blockchain, with experience spanning strategic investments, institutional services, and technology research.

Since 2023, he

has served as a Senior Manager in the Strategic Investments department at Binance, leading due diligence and investment execution in emerging

digital asset sectors.

From 2021 to 2022, he worked as an Institutional Client Manager at Upbit, gaining insight into institutional-grade

service models and compliance frameworks, and from 2019 to 2021, he served as a Blockchain Researcher at Dunamu, where he developed a

systematic understanding of blockchain technology and market evolution.

Jo began his career in 2016 as a Product Strategy Analyst

in the FinTech Innovation Department of Naver, one of South Korea’s leading internet companies.

He is skilled in synthesizing analytical

methodologies and integrating advanced digital technologies with traditional financial structures to support sustainable business growth.

Jo holds a Bachelor’s degree in Computer Science and a Master’s degree in Finance from Korea University.

Family Relationships

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Audit Committee

Our Audit Committee consists of Tian Yang (Chair), Lichen Dong, Jianbo

Sun, and Mahesh Thapaliya.

Each member of the Audit Committee will satisfy the “independence” requirements of Rule 5605(a)(2)

of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act.

Committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.

Committee is responsible for, among other things:

Our Audit Committee consists of Wenbo Li (Chair),

Guang Cui, Gwanggeun Jo, and Hsiu Wu.

Each member of the Audit Committee will satisfy the “independence” requirements of Rule

5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act.

The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.

The Audit Committee is responsible for, among other things:

selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm;

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Compensation Committee

Our Compensation Committee consists of Jianbo

Sun, (Chair), Lichen Dong, Tian Yang and Mahesh Thapaliya.

Each of the Compensation Committee members satisfies the “independence”

requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.

Our Compensation Committee will assist the board in reviewing

and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.

Our Compensation Committee consists of Guang Cui,

(Chair), Wenbo Li, Gwanggeun Jo and Hsiu Wu.

Each of the Compensation Committee members satisfies the “independence” requirements

of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.

Our Compensation Committee will assist the board in reviewing and

approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.

may be present at any committee meeting during which such officer’s compensation is deliberated upon.

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Nominating Committee

Our Nominating Committee consists of Lichen Dong

(Chair), Jianbo Sun, Tian Yang and Mahesh Thapaliya.

Each member of the Nominating Committee will satisfy the “independence”

requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.

The nominating committee will assist the board of directors

in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.

The Nominating

Committee will be responsible for, among other things:

Our Nominating Committee consists of Hsiu Wu (Chair),

Wenbo Li, Guang Cui, and Gwanggeun Jo.

Each member of the Nominating Committee will satisfy the “independence” requirements

of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.

The nominating committee will assist the board of directors in selecting

individuals qualified to become our directors and in determining the composition of the board and its committees.

The Nominating Committee

will be responsible for, among other things:

selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

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Name and Principal Position

Non-Equity Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

Hechun Wei (2)

CFO and Secretary

Former CFO and Secretary

Annie Huang (5)

Former CFO and Secretary

(1) Such amounts were accrued based on his appointment date in

Compensation ($)

Hongliang Liu

(1) Such amounts were

accrued based on his appointment date in 2024.

Weihong Liu was appointed as the CEO of the Company on January 31, 2024.

Hechun Wei was appointed as the CEO of the Company on

December 21, 2022, and resigned from his position on December 28, 2023.

(3) Such amounts were accrued based on her appointment date in

amounts were accrued based on her appointment date in 2024.

Eve Chan was appointed as the CFO of the Company on October 21, 2024.

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Ken Tsang was appointed as the CFO of the Company on December 13, 2023, and resigned from his position on October 21, 2024.

Annie Huang was appointed as the CFO of the Company on

November 29, 2022, and resigned from her position on December 13, 2023.

amounts were accrued based on his appointment date in 2025.

Hongliang Liu was appointed as the CTO of the Company on March 1, 2025.

Employment Agreements

Our employment agreements with our officers generally

provide employment for a specific term and set annual salaries, health insurance, pension insurance, paid vacation, and family leave time.

Our employment agreements with

our officers generally provide employment for a specific term and set annual salaries, health insurance, pension insurance, paid vacation,

and family leave time.

The agreement may be terminated by either party as permitted by law.

We have entered into an employment agreement with

each of Lichen Dong, our Chairman, Tian Yang, Director, Mahesh Thapaliya, Director and Jianbo Sun, Director.

We have entered into an independent

director service agreement with each of the following directors of ours:

Wenbo Li, Guang Cui, Gwanggeun Jo, and Hsiu Wu.

We entered into a Resignation and Release Agreement

Lichen Dong, our Chairman, pursuant to which Mr.

Dong resigned as a member of the Board and any committee there, effective

December 10, 2025.

Pursuant to such agreement, we are required to pay a one-time cash payment in the amount of $120,000 to Mr.

within 90 business days from the date of his resignation.

As of the date of this report issued, the Company has paid in full the

$120,000 cash payment to Mr.

Dong in satisfaction of its obligations under the Resignation and Release Agreement.

The Resignation and

Release Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12,

Director Compensation

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Such amounts were accrued based on his appointment date in 2025.

Tian Yang was appointed as a director of the Company on August

Dong was appointed as a director of the Company on December 11, 2023, and resigned from his position on December11, 2025.

made a full cash payment to Mr.

Dong in satisfaction of its obligations under the Resignation and Release Agreement on March 16, 2026.

Each of Tian Yang, Qi Wang and Jianbo Sun has elected not to stand for re-election at the Annual Meeting and retire from the Board effective as of the date of the Annual Meeting when his current term as director expires.

Such amounts were accrued based on his appointment date in 2025.

Mr.Mahesh Thapaliya was appointed as a director of theCompany on December 11, 2023, and resigned from his position on June 30, 2025.

The initial term on employment agreements shall

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of the initial term stating that such party does not wish to extend the agreement.

For the fiscal year ended December 31, 2025,

the Company did not grant any equity-based awards to its named executive officers or directors under the 2025 Equity Incentive Plan.

While these individuals are eligible to participate in the Plan, management and the Board elected to prioritize direct share issuances

to external consultants and strategic partners during the period to preserve cash and align external interests with Company growth.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity

Compensation Plans

At the Company’s 2024 annual meeting of stockholders, our stockholders

approved the Next Technology Holding Inc.

2025 Equity Incentive Plan (the “2025 Plan”).

The 2025 Plan authorizes the issuance

of up to 80,000,000 shares of common stock to eligible employees, directors, and consultants of the Company.

The purpose of the 2025 Plan

is to attract, retain, and motivate personnel and advisors by aligning their interests with those of stockholders.

On July 3, 2025, the

Company filed a Registration Statement on Form S-8 (File No.

333-288503), registering 80,000,000 shares of common stock issuable under

the 2025 Plan.

Thereafter, the Company issued 70,000,000 shares of common stock under the 2025 Plan.

Following the Company’s 200-for-1

reverse stock split effected on September 16, 2025, the remaining 10,000,000 unissued shares of common stock registered by such S-8 were

proportionately reduced to 50,000 shares.

On September 29, 2025, the Company filed another Registration Statement Form S-8 to register

additional 9,950,000 shares of common stock, resulting in an aggregate of 10,000,000 shares registered and available for issuance under

the 2025 Plan following the reverse stock split.

As of December 31, 2025, the Company has issued

72,020,000 shares of common stock to consultants for services rendered under the 2025 Plan, and 7,980,000 shares remain available for

future issuance.

Of the issued shares, 70,000,000 shares were issued prior to the Company’s 200-for-1 reverse stock split effected

on September 16, 2025 and 2,020,000 shares were issued after the reverse stock split.

The following table sets forth information regarding

the 2025 Plan as of December 31, 2025:

Plan category

Number of securities to be

issued upon exercise of

outstanding options,

warrants and rights

Weighted-average

outstanding options,

warrants and rights

Number of securities

remaining available for

future issuance under equity

compensation plans

Equity compensation plans approved by security holders

7,980,000 (2)

Equity compensation plans not approved by security holders

(1) As of December 31, 2025, no awards, including options, warrants,

or restricted stock units, have been granted to any of the Company’s directors or executive officers under the 2025 Equity Incentive

The 2025 Plan authorizes the issuance of up to 80,000,000 shares of common stock.

Pursuant to Wyoming law and the Company's charter documents, the number of shares authorized under the 2025 Plan was not adjusted as a result of the 200-for-1 reverse stock split effected on September 16, 2025.

Prior to the reverse stock split, 70,000,000 shares of common stock were issued under the 2025 Plan.

Following the reverse stock split, an additional 2,020,000 shares of common stock (on a post-split basis) were issued under the 2025 Plan.

As of December 31, 2025, a total of 72,020,000 shares have been issued under the 2025 Plan, with 7,980,000 shares remaining available for future issuance.

The following table sets forth information with

respect to beneficial ownership of our common stock as of the date of hereof by:

person who is known by us to beneficially own more than 5% our outstanding common stock;

of our director, director nominees and named executive officers;

directors and named executive officers as a group.

Each person who is known by us to beneficially own more than 5% our outstanding common stock;

Each of our director, director nominees and named executive officers;

All directors and named executive officers as a group.

Beneficial ownership is determined in accordance

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Unless otherwise indicated in the

footnotes, the address for each principal shareholder is in the care of our Company at No.

Room 519, 05/f Block T3, Qianhai Premier Finance

Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, People’s Republic of China.

As of the date hereof, we have approximately

345 shareholders record on the book.

footnotes, the address for each principal shareholder is in the care of our Company at 1376-7 Oba, Kasukabe City, Saitama Prefecture,

Grandage 3, Takebashi 408 Japan 344-0021.

As of the date hereof, we have approximately 370 shareholders record on the book.

Executive Officers and Directors

Common Stock (1)

Percentage Ownership of

Common Stock (2)

Directors and Named Executive Officers:

Mahesh Thapaliya

Hongliang Liu

All executive officers and directors as a group (8 persons)

5% or Greater Shareholders

GLORIOUS SKYLINE LIMITED

(1) Beneficial

ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common stock.

All shares represent only common stock held by shareholders as no options are issued or outstanding.

(2) Calculation

based on 6,976,410 shares of common stock issued and outstanding as of December 31, 2024.

Calculation based on 4,882,556 shares of common stock issued and outstanding as of December 31, 2025.

As of March 31, 2026, there were 76,264,374 shares of common stock outstanding, reflecting the issuance of 71,381,818 shares of common stock in connection with the registered direct offering that closed on March 26, 2026, as further described in Note 16 to the financial statements.

CERTAIN RELATIONSHIPS AND RELATED

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Our auditor for the fiscal year ended December

31, 2024, is JWF Assurance PAC.

The Audit Committee has ratified JWF Assurance

PAC, Independent Registered Public Accounting Firm, to audit our books, records and accounting for the year ended December 31, 2024.

31, 2025, is CHI-LLTC.

The Audit Committee has ratified CHI-LLTC ,

Independent Registered Public Accounting Firm, to audit our books, records and accounting for the year ended December 31, 2025.

The aggregate fees billed for professional services

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and regulatory filings or engagements for these fiscal periods were as follows:

2025 (CHI-LLTC and JWF Assurance PAC)

The aggregate fees billed for

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the audit or review of our financial statements and are not reported under the previous item, Audit Fees.

The aggregate fees billed for

professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

All Other Fees :

The aggregate fees

billed for products and services provided by the principal accountant, other than the services reported under the previous item, Audit

Fees and Tax Fees.

(a) Tax Fees for 2024 have been adjusted to $0

to correct the amounts previously reported in the February 9, 2026 Proxy Statement.

(b) All Other Fees for 2024 have been adjusted

to $0 to correct the amounts previously reported in the February 9, 2026 Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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annual report:

Financial Statements

(1) Financial

Consolidated Balance Sheets at December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive loss for the year ended December 31, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the year ended December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Income for

the years ended December 31, 2025 and 2024

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

Notes to the Consolidated Financial Statements

Financial Statement Schedules

(2) Financial

Statement Schedules

All schedules are omitted because they are not applicable, or not required, or because the required information is included in the financial statements or notes thereto.

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Second Amended Bylaws (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2023)

Employment Agreement by and between the Company and Weihong Liu (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2024)

Employment Agreement by and between the Company and Eve Chan (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2024)

Employment Agreement by and between the Company and Nan Ding (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2024)

Employment Agreement by and between the Company and Hongliang Liu (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2025)

Employment Agreement by and between the Company and Lichen Dong

Employment Agreement by and between the Company and Tian Yang

Employment Agreement by and between the Company and Mahesh Thapaliya

Employment Agreement by and between the Company and Jianbo Sun

Securities Purchase Agreement, Form of Pre-Funded Warrant and Placement Agency Agreement, each dated September 2, 2025 (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2025)

Contract for Mining Machine Liquid Cooling System Development and Technical Service Platform dated July 15, 2025, by and among X CAPITAL INVESTMENT PTE.

and the Company (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2025)

Hotel Monitoring and Management Software NEXT SMS System Development Agreement dated June 27, 2025, by and among ALOHA Asia Pacific Limited and the Company (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2025)

NEXT WATER-ENERGY SYNERGY Smart Water-Energy Synergy System Development Contract dated August 8, 2025, by and among Starlight Garden Limited and the Company (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2025)

NEXT WATER-ENERGY SYNERGY Smart System Long-Term Maintenance Agreement dated August 21, 2025, by and among Starlight Garden Limited and the Company (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 26, 2025)

Form of Memorandum of Understanding, dated as of November 21, 2025 (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 26, 2025)

Independent Director Service Agreement by and between the Company and Wenbo Li

Independent Director Service Agreement by and between the Company and Guang Cui

Independent Director Service Agreement by and between the Company and Gwanggeun Jo

Independent Director Service Agreement by and between the Company and Hsiu Wu

Form of Securities Purchase Agreement and Form of Pre-Funded Warrant, each dated March 25, 2026 (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2026)

Next Technology Holding Inc.

2025 Equity Incentive Plan (Incorporated herein by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on September 29, 2025)

Insider Trading Policy

List of Subsidiaries

Consent of JWF Assurance PAC, independent registered public accounting firm

Consent of CHI-LLTC, independent registered public accounting firm

Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Financial statements of

Next Technology Group Inc for the year ended December 31, 2024 and 2023 formatted in XBRL:

Next Technology Holding Inc.

for the years ended December 31, 2025 and 2024 formatted in XBRL:

(i) the Balance Sheet;

(ii) the Statement

Statement of Income;

(iii) Statement of Changes in Stockholders’ Equity;

(iv) the Statement of Cash Flows;

and (v) the Notes to the

Financial Statements ***

and (v) the Notes

to the Financial Statements ***

Inline XBRL Instance Document.*

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FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm-JWF Assurance PAC(PCAOB ID:

Independent Registered Public Accounting Firm-CHI-LLTC (PCAOB ID:

Report of Independent Registered

Public Accounting Firm-JWF Assurance PAC (PCAOB ID:

Consolidated Balance Sheets at December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31,2024 and 202 3

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31,2025 and 2024

Consolidated Statements of Change in Stockholders’ Equity for the years ended December 31, 2025 and 2024

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Notes to the Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors

Technology Holding Inc (Formerly known as “WeTrade Group, Inc.”)

on the Financial Statements

have audited the accompanying consolidated balance sheet of Next Technology Holding Inc.

and subsidiaries (the “Company”)

as of December 31, 2025, the related consolidated statements of operations and comprehensive income, consolidated statement of changes

in stockholders' equity, and consolidated statement of cash flows for the year ended December 31, 2025, and the related notes (collectively

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash

flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on

the Company's consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of the critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by

communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures

to which they relate.

Value Measurement of Digital Assets (Bitcoin)

disclosed in Note 4 to the financial statements, the Company holds bitcoin for trading and can be sold at any time.

The Company expects

to continue to accumulate BTC, when its price is low and expect to sell when its price is high.

identified the fair value measurement of the Company’s Bitcoin holdings as a critical audit matter because:

(1) Digital assets

represent a material position in the consolidated financial statements, and significant price volatility directly affects net income;

(2) Fair value measurement involves substantial management judgment, including identification of the principal market and selection of

exchange pricing source;

(3) The nature of digital assets introduces additional audit complexity, including verification of existence

and ownership.

procedures we performed to address this critical audit matter included the following:

understanding the digital assets recognition and evaluated management’s accounting

policy for digital assets.

obtained the video and it showed the accounts was under the owner of the company.

obtained the board resolution, reviewed the trading contract and recalculated the initial

carrying amount of Bitcoin.

obtained the Wallet statement of Bitcoin.

confirmed the year-end digital asset balances directly with the custodians of the Company’s

independently verified quoted prices from active exchanges and reconciled them to the recorded

reviewed the related accounts whether they digital assets have been recognized appropriately.

have served as the Company's auditor since 2026.

ID Number 7320

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Next Technology Holding Inc (Formerly known as

“WeTrade Group, Inc.”)

Next Technology Holding Inc (Formerly known as “WeTrade Group,

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Next Technology Holding Inc.

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related

consolidated statements of operations and comprehensive income (loss), consolidated statement of changes in stockholders’ equity,

and consolidated statement of cash flows for each of the two years in the period ended December 31, 2024 and 2023, and the related notes

(collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its

operations and its cash flows for each of the two years in the period ended December 31, 2024 and 2023, in conformity with accounting

principles generally accepted in the United States of America.

balance sheet of Next Technology Holding Inc.

and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated

statements of operations and comprehensive income, consolidated statement of changes in stockholders' equity, and consolidated statement

of cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in

conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws

and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our responsibility is to express an opinion on the Company's consolidated financial statements

based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

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/S/ JWF Assurance PAC

We have served as the Company’s auditor

We served as the Company's auditor from 2024 to 2026.

JWF Assurance PAC

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CONSOLIDATED BALANCE SHEETS

(All amounts shown in U.S.

AS OF DECEMBER 31, 2025 AND 2024

(All amounts in US$, except for number of shares)

As of December 31,

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Accounts receivable, net

Prepayments and prepaid expenses

Total current assets

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Total non-current assets

$ 524,131,414

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Income tax payable

Other payable

Accrued expense and other payables

Total current liabilities

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no par value;

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

Retained earnings/(accumulated deficit)

( 11,640,274 )

4,882,556 and 34,882 issued and outstanding

on December 31, 2025 and 2024, respectively*

Additional paid-in capital

Retained earnings

Total Stockholders’ Equity

$ 455,579,409

Total Liabilities and Stockholders’ Equity

(a) In July 2024, the Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd.

in the PRC, which qualified as a discontinued operation under ASC 205-20.

The Company retrospectively adjusted the above comparative consolidated balance sheets in prior year.

* Share and per share amounts have been retroactively adjusted to reflect the reverse stock split effective from June 9, 2023 and issuance of new shares in September 2023.

$ 524,131,414

* On September 16, 2025, the Company effected a 200-for-1 reverse stock split of its common stock, resulting in the consolidation of every two hundred issued and outstanding shares into one share.

The reverse stock split reduced the number of outstanding shares from approximately 566,265,135 to approximately 2,862,556.

The accompanying notes are an integral part of

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NEXT TECHNOLOGY HOLDING INC

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(All amounts in US$, except share data)

For the year ended

Service revenue (including related party amounting of nil and nil for the fiscal year ended December 31, 2024 and 2023)

Cost of revenue (including related party amounting of nil and nil for the fiscal year ended December 31, 2024 and 2023)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(All amounts in US$, except for number of shares

and per share data)

For the years ended

Service revenue

Cost of revenue

( 9,858,178 )

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( 1,086,804 )

Selling and marketing expenses

Research and development expenses

( 14,482,899 )

Total operating expenses

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Income before income taxes

Income tax expense

$ 199,548,691

Net income from continuing operation

Net income/(loss) from discontinued operation

Income tax expenses

( 56,383,743 )

Total comprehensive income/(loss)

( 8,234,503 )

Net income from continuing operation

Net income from discontinuing operation (a)

Net income and total comprehensive income

$ 143,164,948

Net income per share, basic and diluted from continuing operation

Net income/(loss) per share, basic and diluted from discontinued operation

Net income per share, basic and diluted from discontinuing operation

Weighted average number of shares outstanding;

Basic and diluted

Basic and diluted (b)

(a) In July 2024, the Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd.

in the PRC, which qualified as a discontinued operation under ASC 205-20.

The Company retrospectively adjusted the above comparative consolidated statements of operations and comprehensive income (loss) in prior year.

* Share and per share amounts have been retroactively adjusted to reflect the reverse stock split effective from June 9, 2023 and issuance of new shares in September 2023.

in the PRC, which qualified as a discontinuing operation under ASC 205-20.

The Company retrospectively adjusted the above comparative statements of change in stockholders’ equity for the year ended December 31, 2024.

(b) On September 16, 2025, the Company effected a 200-for-1 reverse stock split of its common stock, resulting in the consolidation of every two hundred issued and outstanding shares into one share.

The reverse stock split reduced the number of outstanding shares from approximately 566,265,135 to approximately 2,862,556.

The accompanying notes are an integral part of

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FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(All amounts in US$, except share

(Accumulated Deficits)/

Accumulated Other

Comprehensive

Balance as of December 31, 2022

$ ( 1,714,858 )

(All amounts in US$, except for number of shares)

Stockholders’

(Accumulated Deficits)/ Retained

Balance as of December 31, 2023 (restated (b) )

$ ( 11,640,274 )

Stock issued during the year

Foreign currency translation adjustment (restated (a) )

Net income for the year (restated (a) )

Loss from discontinued operation (restated (a) )

Issuance of common stocks to advisors and former executives

Issuance of common stocks for the acquisition of an associate company

Gain from discontinuing operation

Balance as of December 31, 2024

Issuance of common stocks for acquisition of digital assets

Restricted shares vested

Share-based compensation

Issuance of common stocks for a third party investor

Issuance of common stocks for fractional share elimination

Balance as of December 31, 2025

$ 303,245,965

$ 152,333,444

Balance as of December 31, 2023 (restated (a) )

$ 455,579,409

Issuance of ordinary shares to advisors and former executives

Issuance of ordinary shares for the acquisition of an associate company

Net income for the year

Gain from discontinued operation

Balance as of December 31, 2024

(a) In July 2024, the Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd.

in the PRC, which qualified as a discontinued operation under ASC 205-20.

The Company retrospectively adjusted the above comparative statements of change in stockholders’ equity in prior year.

* Share and per share amounts have been retroactively adjusted to reflect the reverse stock split effective from June 9, 2023 and issuance of new shares in September 2023.

(a) On September 16, 2025, the Company effected a 200-for-1 reverse stock split of its common stock, resulting in the consolidation of every two hundred issued and outstanding shares into one share.

The reverse stock split reduced the number of outstanding shares from approximately 566,265,135 to approximately 2,862,556.

(b) In July 2024, the Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd.

in the PRC, which qualified as a discontinuing operation under ASC 205-20.

The Company retrospectively adjusted the above comparative statements of change in stockholders’ equity for the year ended December 31, 2024.

The accompanying notes are an integral part of

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in US$, except share data)

For the year ended

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(All amounts in US$)

For the years ended

Cash Flows from Operating Activities

Net income from continuing operation

Net income/ (loss) from discontinued operation

$ 143,164,948

Fair value gain on digital asset

Net income from discontinuing operation

Share-based compensation

Fair value gain on digital assets

( 279,747,388 )

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Impairment of long-term investment

Deferred tax expenses

Loss on amount due from a related party

Deferred income tax expenses

Changes in Operating Assets and Liabilities:

Accounts receivable

Prepayments and prepaid expenses

( 1,999,213 )

Prepaid expenses

Accounts payable

Director fee payable

Other payable

Net cash flows used in continued operating activities:

( 12,703,077 )

Net cash flows provided by discontinued operating activities:

Net cash flows provided by operating activities:

Cash flow from Investing activities:

Prepayment for digital assets

( 12,125,500 )

Acquisition for digital assets

( 24,990,000 )

Net cash flow used in continued investing activities:

Amount due to related parties

Accrued expense and other payables

Net cash used in continuing operating activities:

( 3,074,693 )

Net cash flows provided by discontinued investing activities:

Net cash flows used in investing activities:

Net cash used in discontinuing operating activities:

Net cash used in operating activities:

( 3,074,693 )

Cash Flows from Investing Activities

Net cash used in continuing investing activities:

Net cash used in discontinuing investing activities:

Net cash used in investing activities:

Cash Flow from Financing Activities

Proceeds from issuance of common stock

Loans from former executives

Net cash provided by continued financing activities

Net cash provided by discontinued financing activities:

Net cash provided by continued financing activities:

Proceeds from issuance of common stock for a third party investor

Net cash provided by continuing financing activities:

Net cash provided by discontinuing financing activities:

Net cash provided by financing activities:

Change in Cash and Cash Equivalents:

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Supplemental Cash Flow Information:

Issuance of common stock to acquire digital assets

$ 145,958,167

Advance payment for acquisition digital assets

Cash paid for interest

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Supplemental disclosure of non-cash financing activities:

Repayment of other payable through issuance of common stock

Repayment of former executives through issuance of common stock

Received of operating assets and repayment of liabilities through former executives

(a) In July 2024, the Company dissolved its subsidiary, WeTrade Technology (Shanghai) Co., Ltd.

in the PRC, which qualified as a discontinued operation under ASC 205-20.

The Company retrospectively adjusted the above comparative statements of cash flows in prior year.

Repayment of other payable through issuance of common stocks

Repayment of former executives through issuance of common stocks

Receipt of operating assets and repayment of liabilities through former executives and other third parties

The accompanying notes are an integral part of

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NEXT TECHNOLOGY HOLDING INC

(Formerly known as WeTrade Group Inc)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in US$, except for number of shares

and per share data)

NOTE 1 – NATURE OF BUSINESS

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 , under the name “WeTrade Group, Inc.” and served as a holding company

with substantially all operations conducted through subsidiaries in the People’s Republic of China (“PRC”), engaging

in the business of providing technical services and solutions to corporate and individual users.

On March 18, 2024, the Company changed

its name to Next Technology Holding Inc.

In the third quarter of 2024, the Company terminated all operations in the PRC to shift its software

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

The Company currently

pursues two corporate strategies.

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

is to acquire and hold bitcoin(“BTC”).

Software development

The Company provides AI-enabled software development

services to our customers, which includes developing, designing, and implementing various SAAS software solutions for businesses of all

types, including industrial and other businesses.

The Company provides Artificial Intelligence(“AI”)-enabled

software development services to its customers in Hong Kong, Singapore, and other Asian countries.

The Company’s business operates

under a “Software as a Service(“SaaS”)+AI” model, which currently emphasizes customized and entrusted development

projects designed in response to specific market demands.

Through this approach, the Company designs, develops and deploys software platforms

that integrate cloud computing, big data analytics and AI-driven algorithms to support enterprises across diverse industries, including

retail, e-commerce, tourism, healthcare and industrial sectors.

The Company’s current customers include property management chain

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

The Company is expanding the scope of its

customer base and is in discussions with potential customers in new media, financial services, transportation, education and healthcare

The Company’s current product portfolio includes several AI-driven

platforms and applications:

Smart Cloud Collaboration Platform.

The Company has developed a cloud collaboration platform that incorporates intelligent tools to analyze user behavior, recommend resources and enable real-time collaboration across geographies.

It is built on a Model-View-Controller (“MVC”) architecture with a template engine and integrated continuous integration and deployment (“CI/CD”) pipelines to support scalability, optimization and security.

AI-Enabled Data Analytics and Decision Support .

The Company’s platform provides real-time data analysis and reporting capabilities, designed to help customers generate insights from customer behavior, market trends and operational data.

These features are intended to support more informed decision-making and improve marketing and business strategies.

Fully Automated Workflow .

The Company’s SaaS platform incorporates automation tools that streamline repetitive tasks such as data entry, report generation and email classification.

By reducing human error and manual effort, these tools are intended to improve efficiency and allow customers to focus resources on higher-value activities.

Comprehensive Security and Compliance Assurance .

The Company’s platform integrates monitoring and compliance functions that utilize AI to identify potential security risks and support adherence to applicable regulatory requirements across different jurisdictions.

NOTE 1 – NATURE OF BUSINESS (CONTINUED)

Personalized Customer Relationship Management (“CRM”) .

The Company has developed CRM tools that integrate customer data from multiple channels, build profiles and provide insights to support personalized product recommendations and improve customer engagement.

AI Optimization for Supply Chain and Inventory Management .

The Company’s SaaS solutions also include modules designed to assist with supply chain and inventory optimization, applying AI to improve forecasting, reduce inefficiencies and support operational planning.

Bitcoin Acquisition Strategy

The Company’s bitcoin acquisition strategy

generally involves acquiring Bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to

generally involves acquiring bitcoin with its liquid assets that exceed working capital requirements, and from time to time, subject to

market conditions, issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the

proceeds to purchase bitcoin.

The Company views our Bitcoin holdings as held

for trading and expect to continue to accumulate Bitcoin, when its price is low and expect to sell when its price is high.

has not established any specific targets for the amount of Bitcoin it aims to hold or sell.

The Company will continue to monitor market

conditions in determining whether to engage in additional financing to purchase additional Bitcoin if the Company expect its price will

be continue to rise.

The Company views its bitcoin holdings as being

held for trading and expects to continue to accumulate bitcoin.

The Company has not set any specific target for the amount of bitcoin

it seeks to hold, and the Company will continue to monitor market conditions in determining whether to engage in additional financing

to purchase additional bitcoin.

This overall strategy also contemplates that the

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with strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions

that are collateralized by our Bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise

generate funds using our Bitcoin holdings.

The Company believe that, due to its limited supply,

Bitcoin offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation

in the long-term.

that are collateralized by its bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise

generate funds using its bitcoin holdings.

The following table provides a reconciliation

of our Bitcoin holdings, along with additional details regarding the Company’s Bitcoin purchases and the fair value changes in digital

asset during the year:

Digital asset

asset during the years:

Digital assets

original cost basis

Fair value change in digital asset

Digital asset

Balance on December 31, 2022

Digital asset purchase

Fair value gain on digital asset

Balance on December 31, 2023

Fair value gain on digital asset

Balance on December 31, 2024

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

Fair value change

in digital assets

Digital assets

Balance as of December 31, 2023

Fair value gain on digital assets

Balance as of December 31, 2024

Digital assets purchase

Fair value gain on digital assets

Balance as of December 31, 2025

$ 183,073,667

$ 333,079,818

$ 516,153,485

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The condensed consolidated financial statements

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

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

All significant inter-company

transactions and balances have been eliminated in consolidation.

have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

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

All significant

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

(b) Consolidation

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have been eliminated upon consolidation.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

The preparation of financial statements in conformity

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

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

financial statements and accompanying notes.

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however, actual results could differ from these estimates.

Significant accounting estimates include the allowance for

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

(d) Fair Value

Significant accounting estimates include revenue recognition,

the allowance for expected credit losses, recognition and measurement of share-based compensation, deferred tax liabilities, deferred

tax assets and valuation allowance.

(d) Fair Value Measurements

The Company follows guidance for accounting for

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of these instruments.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

The fair value measurements discussed herein are based upon certain

market assumptions and pertinent information available to management during the years ended December 31, 2025 and 2024.

The carrying amount

of cash and cash equivalents, accounts receivable, account payables and accrued expense and other payables approximated their fair values

as of December 31, 2025 and 2024.

For the years ended December 31, 2025 and 2024, the Company carried digital assets at their fair value

(see Note 4-Fair Value Measurements for fair value information).

(e) Functional Currency and Foreign Currency

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The functional currency of the Company and the Company’s subsidiaries is the United States dollar (“US$”).

Transactions denominated in other than the functional

currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates.

assets and liabilities denominated in other than the functional currency are re-measured at the balance sheet date exchange rate.

resulting exchange differences are recorded in the consolidated statements of comprehensive loss as foreign exchange related gain / loss.

(f) Cash and Cash

Transactions denominated in a currency other than

the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction

Financial assets and liabilities denominated in a currency other than the functional currency are re-measured at the balance sheet

date exchange rate.

The resulting exchange differences are recorded in the consolidated statements of comprehensive income as foreign

exchange related gain/loss.

(f) Cash and Cash Equivalents

The Company considers all highly liquid debt instruments

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

All of the Company’s cash that is held in

bank accounts in Hong Kong are not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance.

Part of the Company’s cash of $ 668,387 that

is held in bank accounts in Hong Kong is not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance or Hong

Kong Deposit Protection Scheme.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

(g) Goodwill and Other - Crypto Assets

In December 2023, the FASB issued ASU 2023-08,

Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets, which establishes

accounting guidance for crypto assets meeting certain criteria.

Bitcoin meets these criteria.

The amendments require crypto assets to

meet the criteria to be recognized at fair value with changes recognized in net income each reporting period.

Upon adoption, a cumulative-effect

adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption.

is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

Early adoption is

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

recognized as “other income” in net income this period.

In December 2023, the Financial Accounting Standards

Board (FASB) issued Accounting Standards Update (ASU) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic

Accounting for and Disclosure of Crypto Assets, which provides guidance on the measurement, recognition, and disclosure

of certain crypto assets.

Bitcoin held by the Company meets the defined criteria under this standard.

ASU 2023-08 is effective for fiscal

years beginning after December 15, 2024, including interim periods within those fiscal years.

Early adoption is permitted.

The Company has elected early adoption of

ASU 2023-08 in during the year ended December 31, 2024.

Upon adoption, a cumulative-effect adjustment is made to the opening balance of

retained earnings as of the beginning of the annual reporting period of adoption.

The Company’s crypto assets (classified as digital

assets on the balance sheets) are measured at fair value, with unrealized gains and losses recognized as “other income”

in net income during the period.

The following table summarizes the Company’s

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Digital assets carrying value

$ 516,153,485

Gain on digital assets during the year

As of December 31,2024, the Company had approximately

833 bitcoins which had a carrying value of approximately $ 78.32 million.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (CONTINUED)

$ 279,747,388

As of December 31, 2025, the Company had

approximately 5,833 bitcoins which had a carrying value of approximately $ 516.2 million.

(h) Accounts Receivable, net

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Expected credit losses are recorded as general and administrative expenses on our consolidated

statements of comprehensive loss.

statements of comprehensive income.

Although the Company has historically not experienced significant credit

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experience in the future may differ from their past experiences or current assessment.

As of December 31, 2024 and 2023, accounts receivable

from customers amounted to $ 1,800,000 and $ 1,000,000 respectively, there is no allowance provided as the receivables has been received

as of audit report date.

As of December 31, 2025 and 2024,

accounts receivable from customers amounted to $ 354,772 and $ 1,800,000 , respectively, there is no allowance provided as the

receivables has been settled in March 2026.

(i) Investment in Associate Company

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In accordance with ASC Topic 323

(“ASC 323”), “Investments—Equity Method and Joint Ventures,” the Company applies the equity method of accounting

to its investment in entities over which it can exercise significant influence but does not hold a majority equity interest or control.

(“ASC 323”), “ Investments—Equity Method and Joint Ventures ,” the Company applies the equity method

of accounting to its investment in entities over which it can exercise significant influence but does not hold a majority equity interest

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Under this method, the initial investment is recorded

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for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable.

Factors considered by the Company when determining whether an investment has been other than temporarily impaired, includes, but not

limited to, the length of the time and the extent to which the market value has been less than cost, the financial performance and near

term prospect of the investee, and the Company’s intent and ability to retain the investment until the recovery of its cost.

impairment loss on the equity method investments is recognized in earnings when the decline in value is determined to be other-than-temporary.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Factors considered by the Company when determining whether an investment has been other than temporarily impaired, includes, but not limited

to, the length of the time and the extent to which the market value has been less than cost, the financial performance and near term prospect

of the investee, and the Company’s intent and ability to retain the investment until the recovery of its cost.

An impairment loss

on the equity method investments is recognized in earnings when the decline in value is determined to be other-than-temporary.

(j) Revenue Recognition

The Company follows the guidance of Accounting

Standards Codification (ASC) 606, Revenue from Contracts.

ASC 606 creates a five-step model that requires entities to exercise judgment

when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our

performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the

separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.

The Company only applies the

five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the

services it transfers to its clients.

Software development revenue recognition

Revenue recognition for software development are

recognized based on the completion method.

The Company recognize revenue of software development when software development services are

completed and rendered to our customers in an amount that reflect in the contract the Company expect to be entitled to for the software

development services.

The Company applies ASC Topic 606, Revenue

from Contracts with Customers (“ASC 606”), for all periods presented.

Under ASC 606, revenue is recognized when the Company

transfers promised services to a customer in an amount that reflects the consideration to which the Company expects to be entitled in

exchange for those services.

ASC 606 requires the Company to apply

a five-step model to recognize revenue:

(i) identify the contract with a customer;

(ii) identify the performance obligations;

(iii) determine

the transaction price;

(iv) allocate the transaction price to the performance obligations;

and (v) recognize revenue as the performance

obligations are satisfied.

The Company reports all of its revenues on a gross

This determination is based on the Company’s assessment that it is the principal in its revenue arrangements.

controls delivery of customized development services through its proprietary platform, is primarily responsible for fulfillment, sets

pricing, and bears credit risk.

The Company provides development, design, and

implementation services built on its proprietary pre-existing technology platform.

The platform license and related development activities

are highly interdependent and are accounted for as a single performance obligation.

Revenue is recognized over time because the services

create a customized asset with no alternative use and the Company has an enforceable right to payment for performance completed to date.

Progress is measured using the cost-to-cost input method (actual costs incurred relative to total estimated costs).

Contracts do not contain

return or refund provisions.

The Company provides assurance-type warranties only;

related costs are recorded in cost of revenue and have

not been material historically.

The Company provides stand-alone maintenance and

support that is separately priced and contracted and constitutes a distinct performance obligation.

These services are billed monthly

in arrears, and revenue is recognized ratably over the monthly service period as the services are provided.

Amounts billed in arrears

are recorded as accounts receivable when the service is provided.

Advance billings, when applicable, are recorded as contract liabilities,

which are not significant given the Company’s usual billing practices.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts receivable represent unconditional rights to consideration

for services provided in accordance with contractual billing schedules, which are typically monthly in arrears.

Contract liabilities primarily

relate to any advance billings and are not significant.

For the years ended December 31, 2025 and

2024, all revenue recognized over time amounted to $ 11,614,772 and $ 1,800,000 , respectively.

For the years ended December 31,

2025 and 2024, all revenue from software development services amounted to $ 11,614,772 and $ 1,800,000 , respectively.

(k) Software Development Costs

The Company apply ASC 985-20, Software—Costs

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

ASC 985-20 requires the capitalization of certain

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

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

Based on our software development

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

In addition, the Company apply this to our review

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

In these reviews, all costs incurred

during the preliminary project stages are expensed as incurred.

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

will meet functional requirements, costs are capitalized.

(l) General and administrative expenses

General and administrative expenses also consist of (i) salary

and welfare for general and administrative personnel, (ii) office expense, (iii) professional service fees and others.

(m)Income Tax

The Company applies ASC 985-20, Software—Costs

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

ASC 985-20 requires the capitalization of

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

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

Based on the Company’s

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

In these reviews, all costs

incurred during the preliminary project stages are expensed as incurred.

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

the projects will meet functional requirements, costs are capitalized.

(l) Contract Liabilities

Contract liabilities

consisted of advance billings and payments received from customers prior to the Company satisfying the related performance obligations

under contractual terms.

These liabilities are recognized when the Company has an unconditional right to consideration for a contract

that involves a single performance obligation satisfied over time.

The Company recognizes

revenue related to contract liabilities over the period of performance as software development services are rendered.

For these contracts,

revenue is recognized based on the extent of progress toward complete satisfaction of the Company’s performance obligation, measured

using the cost-to-cost input method.

As the Company incurs costs and progresses towards complete satisfaction of its performance obligation,

contract liabilities are systematically recognized as revenue in the Company's consolidated statements of comprehensive income.

As of December 31, 2025

and 2024, the Company’s contract liabilities were nil .

(m) General and Administrative Expenses

General and administrative expenses also consisted

of (i) salary, welfare and share-based compensation for general and administrative personnel, (ii) office expense, and (iii) professional

service fees and others.

(n) Selling and Marketing Expenses

Selling and marketing expenses primarily include:

(i) advertising and promotion expenses, (ii) compensation and benefits for sales personnel, and (iii) travel and other routine office

All expenses are recognized in the period in which the related services occur or the benefits are received.

The Company expenses

advertising costs as incurred, and for the years ended December 31, 2025 and 2024, the Company incurred advertising and promotion expenses

of $ 149,850 and nil , respectively.

(o) Research and development expenses

Research and development expenses primarily consist

(i) fees for outsourced software development services, (ii) research activities in new technology domains, and (iii) personnel-related

costs for employees, including salaries, bonus, and share-based compensation.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(p) Share-based Compensation Expense

The Company grants common stocks of the Company

to eligible employees and non-employees.

The Company accounts for share-based awards issued to employees in accordance with ASC Topic

718 Compensation – Stock Compensation.

Employees’ share-based awards and non-employees’

share-based awards are measured at the grant date fair value of the awards and recognized as expenses:

a) immediately at grant date if

no vesting conditions are required;

or b) using graded vesting method, net of estimated forfeitures, over the requisite service period,

which is the vesting period.

The Company recognizes the estimated compensation

cost of RSUs and common stocks based on the fair value of common stocks on the date of the grant.

The Company recognizes the compensation

cost, net of estimated forfeitures, over a vesting term for service-based RSUs.

The Company also recognizes the compensation cost

of performance-based share awards, net of estimated forfeitures, if it is probable that the performance condition will be achieved at

the end of each reporting period.

Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures

differ from those estimates.

(q) Income Tax

Income taxes are determined in accordance with

the provisions of ASC Topic 740, “ Income Taxes ” (“ASC Topic 740”).

Under this method, deferred tax assets and

liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts

Under this method, deferred tax assets

and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts

of existing assets and liabilities and their respective tax basis.

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Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ASC 740 prescribes a comprehensive model for how

2 unchanged sentences

Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely

than not the position will be sustained upon examination by the tax authorities.

Such tax positions must initially and subsequently be

measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the

tax authority assuming full knowledge of the position and relevant facts.

than not that the position will be sustained upon examination by the tax authorities.

Such tax positions must initially and subsequently

be measured as the largest amount of tax benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement with

the tax authority assuming full knowledge of the position and relevant facts.

The Company in Wyoming is subject to U.S.

income tax at 21 % and a state income tax rate of nil .

The Company has considered U.S.

withholding tax implications in its deferred tax

liability calculations for unremitted earnings of U.S.

subsidiaries.

A deferred tax liability has been recognized for the withholding

tax that would be due upon distribution of earnings to foreign shareholders.

For the periods presented, no additional capital gain tax

provision is required as there is no plan to dispose of the investment in foreign subsidiaries.

The Company has a subsidiary in Hong Kong and

The Company is subject to tax in Hong Kong and BVI jurisdictions.

As a result of its future business activities, the Company will

be required to file tax returns that are subject to examination by the Inland Revenue Authority of Hong Kong.

(n) Capital Structure

The Company currently has unlimited authorized

shares of $ 0.00 par value common stock, with 6,976,410 and 2,625,130 shares issued and outstanding as of December 31, 2024 and 2023.

(o) Related parties

Parties are considered to be related if one party has the ability,

directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating

Parties are also considered to be related if they are subject to common control or significant influence, such as a family

member or relative, shareholder, or a related corporation.

(p) Dividends

Dividends are recognized when declared.

were declared for the years ended December 31, 2024 and 2023, respectively.

The Company does not have any present plan to pay any dividends

on ordinary shares in the foreseeable future.

The Company currently intends to retain the available funds and any future earnings to operate

and expand its business.

The Hong Kong subsidiary is subject to tax in Hong Kong, and the BVI subsidiary is generally not subject to income tax under BVI

As a result of its future business activities, the Company will be required to file tax returns that are subject to examination

by the Inland Revenue Authority of Hong Kong.

(r) Capital Structure

The Company currently has unlimited authorized shares of $0.00 par

value common stock, with 4,882,556 and 34,882 shares issued and outstanding as of December 31, 2025 and 2024, respectively.

(s) Related Parties

Parties are considered to be related if one party

has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial

and operating decisions.

Parties are also considered to be related if they are subject to common control or significant influence, such

as a family member or relative, shareholder, or a related corporation.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(t) Dividends

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

approved a dividend policy (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.

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.

After assessment by board of directors, no dividends

were declared for the years ended December 31, 2025 and 2024.

In accordance with ASC Topic 842, Leases (“ASC

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the Company accounts for lease and non-lease components separately.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(r) Earning / (loss) Per Share

The Company has elected the practical expedient

under ASC 842 to not recognize right-of-use assets and lease liabilities for short-term leases (leases with original lease terms of 12

months or less).

For short-term leases, the Company recognizes lease payments as expense on a straight-line basis over the lease term.

(v) Earning Per Share

Basic net income per share of common stock attributable

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effect is dilutive.

(s) Commitments

and Contingencies

(w) Segment reporting

ASC 280, “Segment Reporting”, establishes standards

for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as

well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s

business segments.

The Company uses the “management approach”

in determining reportable operating segments.

The management approach considers the internal organization and reporting used by the Company’s

chief operating decision maker (“CODM”) for making operating decisions and assessing performance as the source for determining

the Company’s reportable segments.

The Company’s CODM is the Chief Executive Officer.

Management, including the CODM, reviews

operation results by revenue, operating expenses and income from operations of different services, while revenue is the profitability

measure used by the CODM in making decisions about allocating resources and assessing performances.

Based on management’s assessment,

the Company has determined that it has only one operating segment as defined by ASC 280.

Therefore, as the Company has determined it operates

as a single reportable segment, the CODM assesses the Company’s performance and results of operations on an entity-wide basis.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(x) Comprehensive Income

Comprehensive income is defined as a change in

equity during a period from transactions and other events and circumstances from non-owner sources.

The Company’s

comprehensive income was the same as its reported net income for all periods presented.

(y) Commitments and Contingencies

In the normal course of business, the Company

6 unchanged sentences

with an estimate of the range of possible loss if determinable and material, is disclosed.

(t) Recently Issued and Adopted

Financial Accounting Standards

(z) Recently Adopted Accounting Standard

In November 2023, the FASB issued ASU 2023-07,

“ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about

their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a

single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures

and reconciliation requirements in ASC 280 on an interim and annual basis.

The Company adopted ASU 2023-07 during the year ended December

See Note 14 Segment and Geographic Information in the accompanying notes to the consolidated financial statements for further

Improvements to Reportable Segment Disclosures.” The amendments in this ASU are

intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision mark (“CODM”),

an amount for other segment items by reportable segment and a description of its composition, all annual disclosures required by FASB

ASU Topic 280 in interim periods as well, and the title and position of the CODM and how the CODM uses the reported measures.

Additionally,

this ASU requires that at least one of the reported segment profit and loss measures should be the measure that is most consistent with

the measurement principles used in an entity’s financial statements.

Lastly, this ASU requires public business entities with a single

reportable segment to provide all disclosures required by these amendments in this ASU and all existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning

after December 15, 2024.

The Company has early adopted ASU 2023-07 on January 1, 2024.

As a result of adoption, the required

disclosures have been included in Note 2 and Note 14.

(aa) Recently Accounting Pronouncements

In March 2024, the FASB issued ASU No.

Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”).

The amendments

in this Update affect a variety of Topics in the Codification.

The amendments apply to all reporting entities within the scope of the

affected accounting guidance.

This update contains amendments to the Codification that remove references to various Concepts Statements.

In most instances, the references are extraneous and not required to understand or apply the guidance.

In other instances, references

were used in prior statements to provide guidance in certain topical areas.

ASU 2024-02 is effective for public business entities for

fiscal years beginning after December 15, 2024.

For all other entities, the amendments are effective for fiscal years beginning after

December 15, 2025.

Early adoption is permitted for both interim and annual financial statements that have not yet been issued or

made available for issuance.

The adoption did not have a material impact on the Company’s financial statement.

In November 2024, the FASB issued ASU 2024-03

“ Income Statement—Reporting comprehensive (loss) income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation

of Income Statement Expenses ” (“ASU 2024-03”).

The amendments in this update intend to improve the disclosures about

a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses

(including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions

(such as cost of sales, selling, general and administrative expenses, and research and development).

ASU 2024-03 is effective for fiscal

years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

The Company is currently evaluating

the impact from the adoption of this ASU on its financial statements.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In January 2025, the FASB issued Accounting

Standards Update (ASU) No.

2025-01, Income Statement — Reporting comprehensive income — Expense Disaggregation Disclosures

(Subtopic 220-40):

Clarifying the Effective Date.

The amendment clarifies the effective date of ASU No.

2024-03 that all public business

entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within

annual reporting periods beginning after December 15, 2027.

Early adoption of Update 2024-03 is permitted.

The Company is currently

evaluating the impact of the above new accounting pronouncements or guidance on the financial statements.

In July 2025, the FASB issued Accounting

Standards Update (ASU) No.

2025-05, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts

Receivable and Contract Assets.

The amendment provides (1) all entities with a practical expedient to assume that current conditions as

of the balance sheet date do not change for the remaining life of the assets and (2) entities other than public business entities with

an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses for

current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

This guidance is effective

for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the above new accounting pronouncements or guidance on

the financial statements.

Except as mentioned above, the Company does not

believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the balance

sheets, statements of income and comprehensive loss and cash flows.

NOTE 3 – CASH AND CASH EQUIVALENTS

As of December 31, 2025 and 2024, the Company

held cash in bank amounting to $ 668,387 which consists of the following:

held cash in bank amounting to $ 5,623,944 and $ 668,387 which consists of the following:

Bank Deposits- Outside USA

Bank Deposits- Inside USA

NOTE 4 – DIGITAL ASSETS

As of December 31, 2024 and 2023, digital assets

holdings are as follows:

As of December 31, 2025 and 2024, digital

assets holdings are as follows:

Opening balance

2 unchanged sentences

Ending balance

During the year ended

December 31, 2023, the Company acquired 833 Bitcoin (BTC) at a total cost of $ 24,990,000 .

For the year ended December 31, 2023 and 2024,

the Company recognized unrealized gain of $ 10,147,576 and $ 43,184,854 , respectively, which are recorded under "Other Income"

in the consolidated financial statements.

As of December 31, 2024, the Company recognized unrealized gain of

$ 53,332,430 on digital assets which is included in fair value gain on digital assets.

The Company computed gains and losses on BTC based

on specific identification measurement, which is based on the difference between the cost of BTC held in end of each reporting period

and the lowest bid quoted (unadjusted) prices in end of each reporting period.

$ 516,153,485

During the year ended December 31, 2023, the Company acquired 833 BTC

at a total cost of $ 24,990,000 .

During the year ended December 31, 2025, the Company acquired 5,000 BTC at a total consideration of $ 158,083,667 .

For the years ended December 31, 2025 and 2024, the Company recognized unrealized gain of $ 279,747,388 and $ 43,184,854 , respectively,

which are recorded under "Other Income, net" in the consolidated financial statements.

NOTE 4 – DIGITAL ASSETS (CONTINUED)

As of December 31, 2025, the Company

recognized unrealized gain of $ 333,079,818 on digital assets which is included in fair value gain on digital assets.

computed gains and losses on BTC based on specific identification measurement, which is based on the difference between the cost of

BTC held in end of each reporting period and the lowest bid quoted (unadjusted) prices in end of each reporting period.

Digital assets are available for sales and there

is no term of maturity, it will be held for trading and can be sold at any time.

The Company expects to continue to accumulate Bitcoin,

when its price is low and expect to sell when its price is high.

The Company expects to continue to accumulate BTC, when

its price is low and expect to sell when its price is high.

BTC Trading Contract

7 unchanged sentences

voting power or management rights of the Association Seller.

Under the BTC Contract, the Company has the right to purchase up to

6,000 BTC from the members of the Association Seller (each, a “BTC Seller”) through the Association Seller at a locked price

of $ 30,000 /BTC over a 12-month period commencing on September 25, 2023, with payment to be made in the form of cash or the Company’s

Although the BTC Contract states that the Association Seller (Party B) “owns the virtual currency”, to our knowledge,

this statement was mistakenly made.

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

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

The Company believe the Association Seller will coordinate

with its members to fulfill the Company’s purchase of BTC, however, the Company cannot guarantee that the Company will be able to

purchase BTC from the BTC Sellers.

The BTC Contract was entered into solely between the Company and the Association Seller and no BTC

Sellers owe any legal obligation to the Company in connection with the purchase and sale of BTC.

Under the BTC Contract, the Company has the right

to purchase up to 6,000 BTC from the members of the Association Seller (each, a “BTC Seller”) through the Association Seller

at a locked price of $ 30,000 /BTC over a 12-month period commencing on September 25, 2023, with payment to be made in the form of cash

or the Company’s shares.

Although the BTC Contract states that the Association Seller (Party B) “owns the virtual currency”,

to our knowledge, this statement was mistakenly made.

As of the date of the BTC Contract, it were the individual members of the Association

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

The Company believe the Association Seller

will coordinate with its members to fulfill the Company’s purchase of BTC, however, the Company cannot guarantee that the Company

will be able to purchase BTC from the BTC Sellers.

The BTC Contract was entered into solely between the Company and the Association Seller

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

Following the execution of the BTC Contract, the

21 unchanged sentences

Company on June 26, 2024.

Amended and Restated BTC Trading Contract

On September 24, 2024, the Company and the Association Seller entered

into an Amended and Restated BTC Trading Contract (the “Amended BTC Contract”), which amended and restated the BTC Contract.

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

set forth on Schedule I to the Amended BTC Contract (the “Schedule I BTC Sellers”) through the Association Seller at a purchase

price of US$ 30,000 per BTC (subject to an additional purchase price by issuance of warrants to purchase shares of Common Stock at a nominal

exercise price as described below) over a 12-month period commencing on the date of the Amended BTC Contract.

The purchase price for the

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

Although the Amended BTC Contract states that the Association

Seller (Party B) “owns the virtual currency”, to our knowledge, this statement was mistakenly made.

As of the date of the

Amended BTC Contract, it were the Schedule I BTC Sellers who are the individual members of the Association Seller, not the Association

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

NOTE 4 – DIGITAL ASSETS (CONTINUED)

Amended and Restated BTC Trading Contract

On September 24, 2024, the Company and the Association

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

the BTC Contract.

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

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

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

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

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

Although the Amended BTC Contract

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

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

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

To our knowledge, the Association Seller entered

5 unchanged sentences

Completion of the Acquisition

At the time when the Amended BTC Contract

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

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

According to the terms of the Amended BTC Contract, the

previously-made prepayment amount of $ 12,125,500 was applied towards the total purchase price for the Amended 5,000 BTC Transaction

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

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

price of nil (the “Warrants”, and the shares issuable under the Warrants, the “Warrant Shares”).

same per share valuation, the Warrants were worth approximately $ 300,000,000 .

The exercise period for each Warrant is five (5) years

from the initial exercise of such Warrant.

On March 12, 2025, the Company consummated the

Amended 5,000 BTC Transaction pursuant to which the Company acquired 5,000 Bitcoin and in exchange it issued the Shares and the Warrants.

Concurrently with the issuance of the Warrants, the Schedule I BTC Sellers indicated to the Company of their intent to immediately exercise

the Warrants to purchase all of the Warrant Shares thereunder.

Accordingly, the Company issued to each Schedule I BTC Seller the respective

Warrant Shares at the Closing Date.

The total outstanding shares of the Company increased to 436,265,135 shares on the same date.

As of the transaction date, the market price is

$ 0.34 per share and total consideration for acquisition of 5,000 Bitcoin is $ 158.08 million.

As of the completion date of this acquisition,

the market price of Bitcoin had increased to $ 83,085 per BTC.

Consequently, the total value of the Company′s Bitcoin holdings reached

to $ 415.43 million.

The acquisition represents a significant step in the Company’s digital asset strategy.

NOTE 5 – PREPAYMENTS

As of December 31, 2024 and 2023, prepayments

consist of the following:

At the time when the Amended BTC Contract was

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

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

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

amount of $ 12,125,500 was applied towards the total purchase price for the Amended 5,000 BTC Transaction and the Company paid the remaining

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

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

the shares issuable under the Warrants, the “Warrant Shares”).

Using the same per share valuation, the Warrants were worth

approximately $ 300,000,000 .

The exercise period for each Warrant is five (5) years from the initial exercise of such Warrant.

On March 12, 2025 (the “Closing Date”),

the Company consummated the Amended 5,000 BTC Transaction pursuant to which the Company acquired 5,000 BTC and in exchange it issued the

Shares and the Warrants.

Concurrently with the issuance of the Warrants, the Schedule I BTC Sellers indicated to the Company of their

intent to immediately exercise the Warrants to purchase all of the Warrant Shares thereunder.

Accordingly, the Company issued to each

Schedule I BTC Seller the respective Warrant Shares at the Closing Date.

The total outstanding shares of the Company increased to 436,265,135

shares on the same date.

As of the Closing Date, the market price is $ 0.34 per share and total

consideration for acquisition of 5,000 BTC was $ 158,083,667 .

NOTE 5 – PREPAYMENTS AND PREPAID EXPENSES

As of December 31, 2025 and 2024, prepayments and

prepaid expenses consisted of the following:

Prepayment for digital assets*

As of December 31, 2024, a prepayment of approximately

$ 12,125,500 , representing 40 % of the total purchase price for 1000 BTC, has been made.

For details, please refer to “NOTE 4 –

DIGITAL ASSETS–BTC Trading Contract”.

Prepaid marketing expenses and others

* As of December 31, 2025, the previously-made prepayment amount of $ 12,125,500 was applied towards the total purchase price for the Amended 5,000 BTC Transaction.

For further details, refer to “NOTE 4 – DIGITAL ASSETS–BTC Trading Contract”.

NOTE 6 – ACCOUNTS RECEIVABLE, NET

4 unchanged sentences

Accounts Receivable, net

The Company does not require collateral for accounts receivable.

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

The Company records the allowance

against expected credit loss expense through the consolidated statements of operations, included in general and administrative expenses,

up to the amount of revenues recognized to date.

Receivables are written off and charged against the recorded allowance when the Company

has exhausted collection efforts without success.

The Company does not require collateral for accounts

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

The Company records

the allowance against expected credit loss expense through the consolidated statements of operations, included in general and administrative

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

Receivables are written off and charged against the recorded allowance when

the Company has exhausted collection efforts without success.

NOTE 7 – INVESTMENT

As of December 31, 2024, investment consist of

the following:

As of December 31, 2025 and 2024, investment consisted

of the following:

Investment in an associate company

1 unchanged sentence

( 13,396,000 )

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

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

The officers, directors and selling shareholders

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

Investment in associate company that the Company

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

( 13,396,000 )

Investment in an associate company that the Company

has significant influence but does not have control over the investee are accounted for under the equity method.

The Company periodically

review the investment for impairment.

reviews the investment for impairment.

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

applying the ownership percentage to the net assets or equity of the partially owed entity under ASC323.

The Company has conducted an impairment test on

this long-term equity investment in accordance with ASC323 and has fully provided for impairment losses.

The Company has conducted an

impairment test on this long-term equity investment in accordance with ASC323 and has fully provided for impairment losses.

NOTE 8 – AMOUNT DUE TO RELATED PARTIES

Director fee payable

Amount due to former executives

Related parties payable

As of December 31, 2024 and 2023, the director

fee payable of $ 972,000 and $ 804,000 represented the accrual of director fees from the appointment date to December 31, 2024.

As of December 31, 2024 and 2023, the amount due

to former executives of nil and $ 606,137 represented advances and professional expenses paid on behalf by former executives, which consist

of audit fees, lawyers’ fee and other professional expenses.

As of December 31, 2024 and 2023, the amount due

to related parties is nil and $ 282,535 , respectively.

The amount due to related parties are interest-free

and have no fixed terms of repayment.

On April 10, 2024, the Company settled $ 594,140

of other payables owed to former executives by issuing 123,780 shares.

An additional $ 11,997 was waived as part of the settlement.

NOTE 9 – OTHER PAYABLES

As of December 31, 2024 and 2023, other payable

consist of unpaid professional fee as follow:

Professional fees and operating expenses (1)

Short term loans (2)

The professional fees balance of $ 460,985 and $ 1,600,000 as of December 31, 2024 and 2023 included outstanding legal fees in relation to shareholders’ litigation, BTC consultant fee, audit fee, listing compliance fee owing to professional parties and operating expenses.

The Company borrowed funds from former executives and a third

party to cover daily operational expenses.

The payable is unsecured, interest-free, and is expected to be repaid either in cash or through

the issuance of the Company’s common stock, subject to mutual agreement between the parties.

Repayment is anticipated to occur

once the bank accounts are restored to normal operating status.

Nature of relationships with related parties

Relationship with the Company

Weihong Liu Chief Executive Officer

Nan Ding Chief Operating Officer

Eve Chan Chief Financial Officer and Secretary

Hongliang Liu Chief Technical Officer

Lichen Dong Former Director, Chairman of the Board

Tian Yang Director and Chair of Audit Committee

Mahesh Thapaliya Former Director

Jianbo Sun Director and Chair of Compensation Committee

As of December 31, 2025 and 2024, remuneration payable were $ 660,259

and $ 972,000 , respectively.

For the years ended December 31, 2025 and 2024,

remuneration to senior management and directors were $ 799,666 and $ 168,000 , respectively.

NOTE 9 – ACCRUED EXPENSE AND OTHER PAYABLES

As of December 31, 2025 and 2024, accrued expense

and other payables consisted of unpaid professional fee as follow:

Professional fees and operating expenses (a)

Short term loans (b)

The professional fees consisted of outstanding legal fees related to shareholder litigation, consulting fees, listing compliance fees payable to professional firms, and operating expenses.

The Company borrowed funds from former executives and a third party to cover daily operational expenses.

The payable is unsecured, interest-free, and is expected to be repaid either in cash or through the issuance of the Company’s common stocks, subject to mutual agreement between the parties.

NOTE 10 – SHAREHOLDERS’ EQUITY

The Company has an unlimited number of authorized

ordinary shares and has issued 6,976,410 shares with no par value as of December 31, 2024.

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

shares with no par value to thirty-three founders.

On September 3, 2019, the Company issued a total 74,000 shares at $ 3 each to 5 non-US

shareholders.

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

In February 2020, 1,666,666 shares were issued

at $ 3 per share to 2 new shareholders.

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

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

On September 15, 2020, the Wyoming Secretary of

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

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

with the par value unchanged at zero.

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

issued at $ 5 per share to 303 new shareholders, the Company’s common stock issued has been increased to 305,451,498 shares as of

December 31, 2020.

On April 13, 2022, the Company and 15 shareholders

entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”), pursuant to which Company and the 15

Shareholders have cancelled 120,418,995 shares of Common Stock (“Cancellation Shares”).

Upon completion of the transaction,

the outstanding shares of the Company’s Common Stock has been decreased from 305,451,498 shares to 185,032,503 shares as of June

ordinary shares and has issued 4,882,556 and 34,882 shares with no par value as of December 31, 2025 and 2024, respectively.

On July 21, 2022, the Company completed uplisting

8 unchanged sentences

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

NOTE 10 – SHAREHOLDERS’ EQUITY (

On June 9, 2023, the Wyoming Secretary of State

8 unchanged sentences

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

NOTE 10 – SHAREHOLDERS’ EQUITY (CONTINUED)

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

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

of last 10 trading days.

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

fee paid by former executives on behalf of the Company.

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

repayment period.

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

Subsequent to loan

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

Nature of loan:

impact of conversion:

Advance from shareholders to pay outstanding legal fee, salaries, Edgar filing fee, audit fee, which accumulated from January 2023 to March 2024.

$ 594,140 $ 4.80 123,780 shares Reclassification from

amount due to related parties to equity

Accounting and compliance fee, which accumulated from January 2023 to March 2024.

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

Legal advisory fee in relation to BTC transaction which accumulated from January 2023 to March 2024.

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

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

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

Total $ 1,974,140 411,280 shares

As of December 31, 2024, the Company’s common

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

In March 2025, there are 135,171,078 shares and

294,117,647 warrants issued with the total amount of $ 158.08 million for acquisition of 5,000 Bitcoin.

Concurrently with the issuance of the Warrants,

the Schedule I BTC Sellers indicated to the Company of their intent to immediately exercise the Warrants to purchase all of the Warrant

Shares thereunder.

Accordingly, the Company issued to each Schedule I BTC Seller the respective Warrant Shares at the Closing Date.

On March 12, 2025, the total outstanding

shares of the Company increased to 436,265,135 shares.

The Company is in the business of providing AI-enabled

software development services for industrial and other customers.

As of December 31, 2024 and 2023, the Company

generated revenue from software development services amounting to $ 1,800,000 and $ 2,500,000 as follow:

For the year ended

AI Software development and industrial SAAS business

NOTE 12 – INCOME TAXES

The Company is subject to U.S.

Federal tax laws

at a tax rate of 21 %.

On April 9, 2024, the Company converted $ 1,974,140

of outstanding liabilities into 411,280 shares of common stock at $ 4.80 per share (based on the 10 -day average trading price).

These liabilities

(1) Advance from shareholders to pay outstanding legal fee, salaries, Edgar filing fee, audit fee, which accumulated from

January 2023 to March 2024 of $ 594,140 ;

(2) accounting and compliance fee, which accumulated from January 2023 to March 2024 of $ 420,000 ;

(3) legal advisory fee in relation to BTC transaction which accumulated from January 2023 to March 2024 of $ 480,000 ;

(4) BTC Consultant

fee, which accumulated from January 2023 to March 2024 of $ 480,000 .

Prior to conversion, these interest-free, unsecured obligations with

no fixed repayment terms were recorded as current liabilities.

The conversion resulted in the decrease of $ 1,974,140 of liabilities (including

$ 594,140 due to related parties and $ 1,380,000 of other payable) and the related increase of stockholders’ equity by the same amount.

On March 12,2025, 135,171,078 shares and warrants

to purchase 294,117,647 shares of Common Stock at a nominal exercise price (the “Warrants”, and the shares issuable under

the Warrants, the “Warrant Shares”) were issued for the acquisition of 5,000 bitcoin.

The market price was $ 0.34 per share

and total consideration for acquisition of 5,000 bitcoin was $ 158,083,667 (including prepayments of $ 12,125,500 ).

On the same date as

the issuance of the Warrants, the Warrants were exercised, and the Company issued all of the Warrant Shares.

The total outstanding shares

of the Company increased to 436,265,135 shares.

On July 3, 2025, the Company filed a Registration

Statement on Form S-8 with the U.S.

Securities and Exchange Commission (SEC) to register 80 million of common stocks under the Next

Technology Holding Inc.

2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”).

The registration became effective upon

These shares are reserved for future issuance to employees, directors, advisors and other eligible participants under2025 Equity

Incentive Plan.

On July 8, 2025 and August 8, 2025, respectively, the Company granted 20.0 million and 50.0 million of common stock

under the 2025 Equity Incentive Plan, respectively.

The total outstanding shares of the Company increased to 456,265,135 shares and

506,265,135 shares, respectively.

On September 2, 2025, the Company entered into

a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors.

Pursuant to the Purchase

Agreement, the Company completed a registered direct offering (the “Offering”) on September 3, 2025 and issued:

(1) 25,313,256

shares of its common stock, no par value, at a purchase price of $ 0.15 per share;

and (2) pre-funded warrants to purchase up to 34,686,744

shares of common stock at a purchase price of $ 0.149 per warrant.

The pre-funded warrants were issued to investors whose purchase of common

stock in the Offering would have resulted in them, together with their affiliates, beneficially owning more than 9.99 % of the Company's

outstanding share capital.

Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $ 0.001 per share

and is exercisable immediately until exercised in full, subject to beneficial ownership limitations.

Subsequent to the Offering, the investors

fully exercised all pre-funded warrants, resulting in the issuance of 34,686,744 shares of common stock.

Net proceeds from the offering

amounted to approximately $ 8,030,250 after deducting placement agent fees and other offering expenses.

These proceeds are designated exclusively

for working capital purposes.

Pursuant to standard lock-up provisions, the Company has agreed to refrain from issuing additional equity

securities or filing new registration statements for a period of 60 days following the closing date.

NOTE 10 – SHAREHOLDERS’ EQUITY

On September 16, 2025, the Company effected a

200-for-1 reverse stock split of its common stock, resulting in the consolidation of every two hundred issued and outstanding shares into

The reverse stock split reduced the number of outstanding shares from approximately 566,265,135 to approximately 2,862,556

as of the date of this report.

The par value per share and the number of authorized shares remained unchanged.

The reverse stock split

was applied uniformly to all stockholders and did not alter relative ownership percentages, except for minor changes due to rounding.

Stockholders holding shares in brokerage accounts or in book-entry form were not required to take any action.

The reverse stock split

did not adjust the number of reserved but unissued shares under the Company’s 2025 Equity Incentive Plan.

On October 9, 2025, October 24, 2025 and December 9, 2025, respectively,

the Company granted 560,000 , 660,000 and 800,000 of common stock under the 2025 Equity Incentive Plan, respectively.

As of December

31, 2025, the total outstanding shares of the Company increased to 4,882,556 shares, respectively.

NOTE 11 – SHARE-BASED COMPENSATION EXPENSE

For the years ended December

31, 2025 and 2024, total share-based compensation expenses recognized were $ 76,797,982 and nil , respectively.

The following table sets forth the share-based

compensation expenses for the years ended December 31, 2025 and 2024:

For the years ended

Cost of revenues

Research and development expenses

General and administrative expenses

Share Incentive

At the Company’s

2024 annual meeting of stockholders, our stockholders approved the Next Technology Holding Inc.

2025 Equity Incentive Plan (the “2025

The 2025 Plan authorizes the issuance of up to 80,000,000 shares of common stock to eligible employees, directors, and consultants

of the Company.

The purpose of the 2025 Plan is to attract, retain, and motivate personnel and advisors by aligning their interests with

those of stockholders.

The registration statement became effective upon filing.

The Plan shall terminate automatically on the tenth anniversary

of the Effective Date.

Thereafter, the Company issued 70,000,000 shares

of common stock under the 2025 Plan.

Following the Company’s 200-for-1 reverse stock split effected on September 16, 2025, the remaining

10,000,000 unissued shares of common stock registered by such S-8 were proportionately reduced to 50,000 shares.

On September 29, 2025,

the Company filed another Registration Statement Form S-8 to register additional 9,950,000 shares of common stock, resulting in an aggregate

of 10,000,000 shares registered and available for issuance under the 2025 Plan following the reverse stock split.

As of December 31, 2025,

the Company has issued 72,020,000 shares of common stock to consultants for services rendered under the 2025 Plan, and 7,980,000 shares

remain available for future issuance which still has 9.5 years remaining before expiration.

Of the issued shares, 70,000,000 shares were

issued prior to the Company’s 200-for-1 reverse stock split effected on September 16, 2025 and 2,020,000 shares were issued after

the reverse stock split.

NOTE 11 – SHARE-BASED COMPENSATION

EXPENSE (CONTINUED)

Employee and non-employee awards

Employee wards:

For employees,

the fundamental principle is to recognize compensation expenses based on the grant-date fair value over the vesting period using a systematic

method (typically straight-line).

There are no other conditions such as performance metrics in this scenario.

Fair value is determined

by the closing price of the company’s stock on the grant date, and the vesting period is the contractually specified duration.

Non-employee award:

If payment is in the

form of equity for completed services or deliverables and there is no future service obligation at the grant date, the entire

compensation cost is recognized at the grant date.

If the consideration relates to services to be provided over a period,

amortization is performed on a straight-line basis over the vesting period.

Fair value is determined by the closing price of the

company’s stock on the grant date.

Clawback policy:

All awards are subject to the

Company’s Clawback Policy, which allows recovery of shares in cases of financial restatements or misconduct.

A summary of activities of the service-based share

awards for the years ended December 31, 2025 and 2024 is presented as follows:

Number of RSUs

Weighted-Average

Grant-Date Fair

Unvested as of December 31, 2023 and 2024

( 24,277,392 )

Forfeited or cancelled

Unvested as of December 31, 2025

NOTE 12 – INCOME TAX EXPENSES

The Company in Wyoming is subject to U.S.

income tax at 21 % and a state income tax rate of nil .

There is one subsidiary incorporated in Hong Kong

2 unchanged sentences

the British Virgin Islands (BVI).

Under the current tax laws of BVI, the subsidiary is not subject to income.

The following table reconciles the statutory rate

to the Company’s effective tax rate:

For the year ended

US Statutory income tax rates

Changes in valuation allowance

Composition of income tax expense

Under the current tax laws of BVI, the subsidiary’s income tax rate is nil .

The current and deferred portions of income tax

expense included in the consolidated statements of comprehensive loss are as follows:

For the year ended

For the years ended

Current income tax expense

Deferred income tax expense

Note 13 – BASIC AND DILUTED NET INCOME

(LOSS) PER SHARE

Basic loss per share and diluted loss per share have been calculated

in accordance with ASC 260 on computation of earnings per share for the years ended December 31, 2024 and 2023 as follows:

NOTE 12 – INCOME TAX EXPENSES

The income tax expense for domestic and foreign

components’ are as follows:

For the years ended

Hongkong and BVI

For the years ended December 31, 2025 and 2024,

the Company paid $ 1,904 and nil for income expense, respectively.

The following table reconciles the statutory rate to the Company’s

effective tax rate.

The effective tax rate reconciliation is based on the U.S.

federal statutory rate of 21 % and State income tax rate

For the years ended

US Statutory income tax rates

Share-based compensation expense

Other permanent difference

Effective Income Tax Rate

The principal components of deferred tax assets

and deferred tax liabilities are as follows:

As of December 31,

Deferred tax liabilities

Fair value gain of Bitcoin

Net operating loss carry forward

Total deferred tax liabilities

As of December 31, 2025 and 2024, the Company

had net operating loss carryforwards (“NOLs”) of $ 21.0 million and $25.4 million for U.S.

federal income tax purposes.

federal NOLs do not expire but are subject to an annual deduction limit of 80 % of taxable income.

Note 13 – BASIC AND DILUTED NET

INCOME PER SHARE

Basic earning per share and diluted earning per

share have been calculated in accordance with ASC 260 on computation of earnings per share for the years ended December 31, 2025 and 2024

Potential dilutive securities are excluded from

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

For the year ended

For the years ended

Statement of Operations Summary Information:

Net income from continued operation

Weighted-average common shares outstanding - basic and diluted

Net income per share, basic and diluted from continued operation

Net income/(loss) from discontinued operation

Net income from continuing operation

$ 143,164,948

Weighted-average common shares outstanding - basic and diluted

Net income/(loss) per share, basic and diluted from discontinued operation

Weighted-average common stocks outstanding - basic and diluted

Net income per share, basic and diluted from continuing operation

Net income from discontinuing operation

Weighted-average common stocks outstanding - basic and diluted

Net income per share, basic and diluted from discontinuing operation

As of December 31, 2025 and 2024, there were no

potentially dilutive shares.

NOTE 14- SEGMENT INFORMATION

The Company operates as one operating segment.

The Company's chief

operating decision maker ("CODM") is its co-chief executive officers, who review financial information presented on a consolidated

The CODM uses consolidated net income to assess financial performance and allocate resources.

These financial metrics are used

by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow net income and the

allocation of budget between cost of revenues and general and administrative expenses.

NOTE 15 – COMMITMENTS AND CONTINGENCIES

The Company did not have any significant capital

or other commitments or guarantees or contingencies as of December 31, 2024 and 2023.

NOTE 16– SUBSEQUENT EVENTS

On March 12, 2025, the Company issued to the Schedule

I BTC Sellers their respective portions of 135,171,078 Shares and Warrants to purchase 294,117,647 shares of common stock pursuant to

the terms of the Amended BTC Contract.

This issuance was made as part of the consummation of the Amended 5,000 BTC Transaction.

period for each Warrant is five (5) years from the initial exercise of such Warrant and the exercise price of such Warrant is nil .

with the issuance of the Warrants, the Schedule I BTC Sellers indicated to the Company of their intent to immediately exercise the Warrants

to purchase all of the 294,117,647 shares of common stock thereunder.

Accordingly, the Company issued to each Schedule I BTC Seller the

respective Warrant Shares on the same date.

Pursuant to the Amended BTC Contract, the aggregate

purchase price for the 5,000 Bitcoin in the Amended 5,000 BTC is $ 150.00 million.

The Company applied a previously-made prepayment amount

of $ 12,125,500 toward the purchase price, and shares of the Company’s common stock issued in the Amended 5,000 BTC Transaction were

valued at $ 1.02 per share.

As of the transaction date, the market price is $ 0.34 per share and total consideration for acquisition of

5,000 Bitcoin is $ 158.08 million.

As of the completion date of this acquisition,

the market price of Bitcoin had increased to $ 83,085 per BTC.

Consequently, the total value of the Company′s Bitcoin holdings reached

to $ 415.43 million.

The acquisition represents a significant step in the Company’s digital asset strategy.

NOTE 17 – DISCONTINUED OPERATIONS

On September 29, 2023, the Company’s Board

of Directors passed a resolution to dispose “WeTrade Information System Limited” and its wholly owned subsidiaries for total

consideration of $ 4,500,000 .

The consideration for disposal of subsidiaries is based on its net asset value (“NAV”) and due

to deterioration of SAAS business and high turnover rate of accounts receivable in PRC operation.

Loss from discontinued operations for the year

ended December 31, 2023 were as follows:

the year ended

Service revenue

and Administrative

NOTE 14 – SEGMENT

Reportable Segments

The Company operates as a single reportable segment,

which is consistent with how the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer , allocates resources

and assesses performance.

The Company’s operations are centralized and integrated, with financial results reviewed and managed on

a consolidated basis.

Accordingly, management has determined that the Company has one reportable segment under ASC Topic 280, Segment

Measure of Segment Profit or Loss

The CODM reviews financial information on a consolidated

basis, using Net Income as the primary measure of segment performance to monitor budget versus actual results and decide where to allocate

and invest additional resources to achieve continuing growth.

Net Income is defined as revenue less cost of goods sold and operating expenses,

and other segment items (including interest income, interest expense, other income and other expenses), and income taxes.

Significant Segment Expense Categories Provided

The CODM regularly receives and reviews the following

expense categories, which are included in the segment’s measure of profit or loss.

For the years ended

Cost of revenues

( 9,858,178 )

Selling and marketing expenses

Research and development expenses

( 14,482,899 )

from discontinued operations before income tax

General and administrative expenses

– Share-based compensation

( 63,799,711 )

Loss from discontinued

operation after tax

– Professional service expenses

( 2,678,203 )

from discontinued operation

– Payroll and welfare expenses

– Rental and other expenses

Impairment for long-term investment

( 13,396,000 )

The following tables provides information for

loss on disposal of discontinued operation for the year ended December 31, 2023.

These amounts reflect the closing balance sheet of the

discontinued operation upon the closing of the sale in September 2023.

September 29,

Total consideration, net of transaction costs

Total net assets value of discontinued business

Other income, net

Income tax expenses

( 56,383,743 )

Disposal of discontinued operation

( 8,234,503 )

Net income from continuing operation

$ 143,164,948

NOTE 15 – COMMITMENTS AND

CONTINGENCIES

Since September 2023, unauthorized individuals

including Zheng Dai and Pijun Liu have repeatedly attempted to illegally interfere with the Company’s operations through the submission

of false documents and initiation of multiple lawsuits.

In response, the Chancery Court of Wyoming issued a preliminary injunction on

January 5, 2024, explicitly prohibiting these individuals from acting on behalf of the Company, including contacting regulatory authorities

and service providers, or issuing shares of the Company.

The Company’s board of directors and management remain stable, and operations

continue unaffected.

Although the related parties subsequently

filed additional lawsuits (including claims for corporate records inspection and alleged loan contract disputes), the Company has

actively taken legal measures to defend against them.

Notable developments:

(i) December 2024 action – court denied the

injunction motion and, on December 1, 2025, granted partial summary judgment for lack of standing;

(ii) New York proceedings –

January 6, 2026, court denied dismissal (appeal pending);

(iii) Wyoming Chancery Court actions – October 2025 denial of

dismissal, February 2026 partial counterclaims grant.

The Company firmly believes that the claims made by the opposing party are

without factual or legal basis and will continue to take all necessary measures to protect the Company's and shareholders' rights

and interests.

The Company did not have any significant capital

or other commitments or guarantees or contingencies as of December 31, 2025 and 2024.

NOTE 16 – SUBSEQUENT EVENTS

The Company evaluated all events and transactions

that occurred after December 31, 2025, up through March 31, 2026, which is the date that these financial statements are issued, unless

as disclosed elsewhere and below, there was no other material subsequent events occurred that would require recognition or disclosure

in the Company’s financial statements.

On March 9, 2026, we held our annual meeting of stockholders (the “Annual

At the Annual Meeting, the stockholders of us elected Wenbo Li, Guang Cui, Gwanggeun Jo, and Hsiu Wu (collectively, the

“Directors”) to serve on the Board of Directors (the “Board”) of us until our next annual meeting of stockholders

and until their respective successors have been duly elected and qualified, or until their earlier resignation or removal.

Directors is an independent director as defined under Nasdaq listing standards and SEC rules.

On March 25, 2026, the Company entered into a

registered direct offering agreement with twenty investors, pursuant to which the Company agreed to issue and sell 71,381,818 shares of

its common stock at a purchase price of USD 1.10 per share.

In addition, the Company agreed to issue to the investors up to 71,381,818

pre-funded warrants, each at a purchase price of USD 1.099 .

The total gross proceeds from the offering approximately was US$ 157 million.

The transaction was completed on March 26, 2026.

As of March 31, 2026, there were 76,264,374

shares of common stock outstanding.

NOTE 17 – DISCONTINUING OPERATIONS

On June 21, 2024, the Company’s board of

2 unchanged sentences

its subsidiary “WeTrade Technology (Shanghai) Co., Ltd.”, in the PRC.

Net income from discontinued operations for the year

Net income from discontinuing operations for the year

ended December 31, 2025 is nil .

The transaction qualified as a discontinued operation

The transaction qualified as a discontinuing operation

under ASC 205-20.

1 unchanged sentence

The following tables provides information for

loss on disposal of discontinued operation for the year ended December 31, 2024.

loss on disposal of discontinuing operation for the year ended December 31, 2025.

These amounts reflect the closing balance sheet of the

discontinued operation upon the closing of the sale in July 2024.

discontinuing operation upon the closing of the sale in July 2024.

Total consideration, net of transaction costs

Total net assets value of discontinued business

Disposal of discontinued operation

Total net assets value of discontinuing business

Disposal of discontinuing operation

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 9A. Controls and Procedures