Next Technology Holding Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our audited financial statements for the years ended December 31, 2025 and 2024 are set forth on pages F-1 to F-28 immediately following the signature page to this annual report. See Item 15 for a list of the financial statements included herein. Nasdaq Compliance Matters The Company’s common stock is listed on the Nasdaq Capital Market. During 2025, the Company resolved three separate listing deficiencies: (i) a minimum bid price deficiency received on April 14, 2025, cured on May 28, 2025; (ii) an annual meeting deficiency received on January 7, 2025, cured on June 24, 2025; and (iii) a delisting notice received on August 25, 2025, alleging the Company was a “public shell” under Rule 5101. Following the Company’s request for a hearing and subsequent submissions to Nasdaq, on September 29, 2025, the Staff of Nasdaq withdrew the delisting notice, confirming the Company is not a “public shell”. As of the date of these financial statements, the Company is in compliance with all applicable Nasdaq continued listing requirements. 32 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Change in Independent Registered Public Accounting Firm Following discussions among the Audit Committee of the Board of Directors (the “Audit Committee”) of Next Technology Holding Inc. (the “Company”), on January 21, 2026, the Audit Committee and management of the Company elected to change the Company’s independent registered public accounting firm by dismissing JWF Assurance PAC (“JWF”) and engaging CHI-LLTC (“CHI”), with the change becoming effective on that date. The decision to change the Company’s independent registered public accounting firm from JWF to CHI was based on the Company’s desire to engage an accounting firm that it believes will be a better fit for the Company’s operations and easier to collaborate with going forward. The change was not the result of any disagreement between the Company and JWF on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures. JWF’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. JWF has served as the Company’s independent registered public accounting firm since 2023. During the Company's fiscal years ended December 31, 2024 and 2023, and the subsequent interim period preceding the change in auditor from JWF to CHI, there were no (a) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and JWF on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of JWF, would have caused JWF to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, or (b) “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). Engagement of New Independent Registered Public Accounting Firm On January 21, 2026, the Audit Committee engaged CHI to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025 and subsequent periods. During the Company’s fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through January 21, 2026, neither the Company nor anyone on its behalf consulted CHI regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided by CHI to the Company that CHI concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).