Next Technology Holding Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report. Based upon that evaluation, management has concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were not effective. 33 Management Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to management and to the Board regarding the preparation and fair presentation of published financial statements. Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and our directors; and provide reasonable assurance regarding prevention or 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, 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) 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 control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with any policies and procedures may deteriorate. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals. With proper funding we plan on remediating the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate. A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 5) or combination of control deficiencies, that results in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 34 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. Directors and Executive Officers The following table sets forth information regarding each of our current directors and executive officers: Name: Age: Positions with the Company: Weihong Liu 32 Chief Executive Officer (Principal Executive Officer) Nan Ding 46 Chief Operating Officer Eve Chan 42 Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) Hongliang Liu 39 Chief Technology Officer Hsiu Wu 34 Director, Chairman of the Board, and Chair of Nominating Committee Wenbo Li 47 Director and Chair of Audit Committee Guang Cui 55 Director and Chair of Compensation Committee Gwanggeun Jo 35 Director Background of Directors and Executive Officers Mr. Weihong Liu, Chief Executive Officer Mr. Weihong Liu has more than 10 years of investment and research experience in the fields of crypto assets and blockchain technology. Mr. 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. Mr. 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. Mr. Liu holds a bachelor’s degree in Business Management from University of The West of England. Mr. Nan Ding, Chief Operating Officer Mr. Ding has over 24 years of operational management experience in industries such as cross-border investment, supply chain finance, equipment manufacturing, and international trade. From 2012 to 2023, Mr. Ding successively founded Japan Zhaoyuan Trading Co., Ltd. and Japan Toyo Trading Co., Ltd., specializing in cross-border investment and international trade of bulk commodities. From 2007 to 2012, Mr. Ding established Haimeng Tongshang Co., Ltd. and Haimeng New Energy Technology Co., Ltd., mainly engaged in the production and manufacturing of environmental protection industry and new energy equipment. Prior to this, Mr. Ding had 8 years of experience in municipal project engineering services. Mr. Ding holds a bachelor’s degree in International Economic Management from University of Science and Technology Beijing. Ms. Eve Chan, Chief Financial Officer Ms. Eve Chan is a member of Certified Public Accountants Australia with more than 15 years of experiences in accounting, audit and corporate experiences with several listed and private companies operating in USA, Hong Kong and Singapore. She has experience in a wide variety of industries, including Bitcoin mining, property development, property management, investment companies, general trading and manufacturing. Ms. Chan graduated with a bachelor’s degree from University of Sydney in 2005. From August 2018 to October 2022, Ms. Chan served as Assistant Vice President at RHB Investment Bank Limited, and was principally responsible for advising on corporate restructuring for private and public companies in Hong Kong, Singapore, and Malaysia. From November 2022 to September 2024, Ms. Chan served as Financial Controller at X Capital Investment PTE. LTD., responsible for accounting and financial affairs, corporate financing and compliance. Mr. Hongliang Liu, Chief Technology Officer Dr. 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. Dr. 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. 35 Hsiu Wu, Director, Chairman of the Board Mr. 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. 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. Previously, 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. Mr. 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 Mr. 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. 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. Mr. Li possesses 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, Australia. Guang Cui, Director Mr. 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. Mr. 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 Mr. 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. Mr. 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. Mr. Jo holds a Bachelor’s degree in Computer Science and a Master’s degree in Finance from Korea University. 36 Family Relationships None of the directors or executive officers at the Company have a family relationship as defined in Item 401 of Regulation S-K. Election of Officers Each of our directors is appointed to hold office until the next annual meeting of our shareholders, until his or her respective successor is elected and qualified, or until he or she resigns or is removed in accordance with the applicable provisions of Wyoming law. Our officers are appointed by our board of directors and hold office until removed by our board of directors or until their resignation. Board of Directors We currently have a board of directors consisting of four members, all of whom are “independent” as defined in Nasdaq Rule 5605. We expect that all current directors will continue to serve after this offering. The directors will be re-elected at our annual general meeting of shareholders. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the directors. A general notice given to the directors by any director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration. Board Committees We have established three committees under the board of directors: Audit Committee, Compensation Committee and Nominating Committee. Each committee is governed by a charter approved by our board of directors. 37 Audit Committee 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; ● reviewing with our independent registered public accounting firm any audit problems or difficulties and management’s response and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K; ● discussing the annual audited financial statements with management and our independent registered public accounting firm; ● annually reviewing and reassessing the adequacy of our Audit Committee charter; ● meeting separately and periodically with the management and our independent registered public accounting firm; ● regularly reporting to the full board of directors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposure; and ● such other matters that are specifically delegated to our Audit Committee by our board of directors from time to time. Compensation Committee 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. No officer may be present at any committee meeting during which such officer’s compensation is deliberated upon. The Compensation Committee will be responsible for, among other things: ● reviewing and approving to the board with respect to the total compensation package for our most senior executive officers; ● approving and overseeing the total compensation package for our executives other than the most senior executive officers; ● reviewing and recommending to the board with respect to the compensation of our directors; ● periodically reviewing and approving any long-term incentive compensation or equity plans; ● selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and ● programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. 38 Nominating Committee 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; ● annually reviewing with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. Involvement in Certain Legal Proceedings To the best of our knowledge, none of our directors and officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has been a party to any judicial or administrative proceeding during the past ten (10) years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Related Party Transactions,” our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics applicable to our directors, officers and employees. A copy of such code of conduct and ethics is available on our website at: http://www.nxtttech.com/h-col-120.html. Insider Trading Policy We have adopted an insider trading policy for directors, officers and employees of the Company that govern the purchase, sale and/or other dispositions of the Company’s securities and other securities by our directors, executive officers, employees and any member of his or her immediate family living in his or her household. A copy of such policy is filed hereto as Exhibit 19.1 and is incorporated herein by this reference. 39 Enforceability Given that most of our executives officers and current directors are based in the People’s Republic of China and/or Hong Kong, it may be difficult, if not impossible, to acquire jurisdiction over these persons in the event that a lawsuit is initiated against us and/or our officers and directors by a stockholder or group of stockholders in the United States. Also, it may be difficult to enforce judgments obtained in the U.S. courts based on civil liability provisions of the U.S. federal securities laws against us and/or our officers and directors who do not currently reside in the U.S. or have substantial assets in the U.S. In addition, there is uncertainty as to whether the courts of the People’s Republic of China would recognize or enforce judgements of U.S. courts against us, or such officers and directors predicted upon the civil liability provisions of the securities laws of the U.S. or any state. Board Diversity The Board of Directors does not have a formal policy with respect to Board nominee diversity. In recommending proposed nominees to the Board of Directors, the Nominating Committee is charged with building and maintaining a board that has an ideal mix of talent and experience to achieve our business objectives in the current environment. In particular, the Nominating Committee is focused on relevant subject matter expertise, depth of knowledge in key areas that are important to us, and diversity of thought, background, perspective and experience so as to facilitate robust debate and broad thinking on strategies and tactics pursued by us. The following table provides certain information regarding the diversity of our Board of Directors as of the date of this annual report. Board Diversity Matrix (As of the date of this annual report) Country of Principal Executive Offices: China Foreign Private Issuer No Disclosure Prohibited Under Home Country Law No Total Number of Directors 4 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 0 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — ITEM 11. EXECUTIVE COMPENSATION The following table sets forth certain information with respect to compensation for the years ended December 31, 2025 and 2024, earned by or paid to our chief executive officer and principal executive officer, our principal financial officer, and our other most highly compensated executive officers whose total compensation exceeded US$2,000 (the “named executive officers”). Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Non-Equity Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Weihong Liu 2025 24,000 563,000 - - - - 587,000 (1) CEO 2024 22,000 - - - - - 22,000 Eve Chan 2025 24,000 - - - - - 24,000 (2) CFO 2024 4,000 - - - - - 4,000 Ken Tsang 2025 - - - - - - - (3) Former CFO 2024 18,000 - - - - - 18,000 Nan Ding 2025 24,000 - - - - - 24,000 COO 2024 24,000 - - - - - 24,000 Hongliang Liu 2025 20,000 - - - - - 20,000 (4) CTO 2024 - - - - - - - (1) Such amounts were accrued based on his appointment date in 2024. Mr. Weihong Liu was appointed as the CEO of the Company on January 31, 2024. (2) Such amounts were accrued based on her appointment date in 2024. Ms. Eve Chan was appointed as the CFO of the Company on October 21, 2024. (3) Such amounts were accrued based on his appointment date in 2024. Mr. Ken Tsang was appointed as the CFO of the Company on December 13, 2023, and resigned from his position on October 21, 2024. (4) Such amounts were accrued based on his appointment date in 2025. Mr. Hongliang Liu was appointed as the CTO of the Company on March 1, 2025. 40 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. The agreement may be terminated by either party as permitted by law. 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 with Mr. 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. Dong 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 $120,000 cash payment to Mr. Dong in satisfaction of its obligations under the Resignation and Release Agreement. The Resignation and Release Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2025. Director Compensation The following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended December 31, 2025. Name Fees earned or paid in cash ($) Stock Awards ($) Option Awards ($) Non-equity incentive plan compensation ($) Change in pension value and nonqualified deferred compensation earnings All Other Compensation ($) Total ($) Lichen Dong 60,000 - - - - - 60,000 (1) Tian Yang 30,333 - - - - - 30,333 (2) Mahesh Thapaliya 12,000 - - - - - 12,000 (3) Jianbo Sun 30,333 - - - - - 30,333 (2) Qi Wang 12,000 - - - - - 12,000 (2) (1) Such amounts were accrued based on his appointment date in 2025. Mr.Lichen Dong was appointed as a director of the Company on December 11, 2023, and resigned from his position on December11, 2025. The Company made a full cash payment to Mr. Dong in satisfaction of its obligations under the Resignation and Release Agreement on March 16, 2026. (2) 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. (3) 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 automatically be extended on a yearly basis unless either party gives written notice to the other party 60 days prior to the expiration 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. 41 ITEM 12. 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 exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders None (1) N/A 7,980,000 (2) Equity compensation plans not approved by security holders Total None N/A 7,980,000 (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 Plan. (2) 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: ● 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; and ● All directors and named executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of shares of common stock beneficially owned by a person listed below and the percentage ownership of such person, common stock underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all common stock shown as beneficially owned by them. Unless otherwise indicated in the 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. 42 Executive Officers and Directors Amount of Beneficial Ownership of Common Stock (1) Percentage Ownership of Common Stock (2) Directors and Named Executive Officers: Weihong Liu - - Eve Chan - - Nan Ding - - Hongliang Liu - - Wenbo Li - - Guang Cui - - Gwanggeun Jo - - Hsiu Wu - - All executive officers and directors as a group (8 persons) - - 5% or Greater Shareholders None (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. All shares represent only common stock held by shareholders as no options are issued or outstanding. (2) 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE RELATED PARTY TRANSACTIONS Transactions with Related Persons No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the last two fiscal years in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Our auditor for the fiscal year ended December 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 rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Year Audit Fees Audit Related Fees Tax Fees All other Fees Total Fees 2024 $ 249,500 $ 22,000 $ - (a) $ - (b) $ 271,500 2025 (CHI-LLTC and JWF Assurance PAC) $ 245,000 $ 25,765 $ - $ 16,800 $ 287,565 Audit Fees : The aggregate fees billed for professional services rendered by the principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K and other services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements for those fiscal years. Audit-Related Fees : The aggregate fees billed for assurance and related services rendered by the former principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the previous item, Audit Fees. Tax 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. 43 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this annual report: (1) Financial Statements ● Consolidated Balance Sheets at December 31, 2025 and 2024 ● 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 (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. (3) Exhibits Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation (Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2024) 3.2 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) 10.1 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) 10.2 Contract for Mining Machine Liquid Cooling System Development and Technical Service Platform dated July 15, 2025, by and among X CAPITAL INVESTMENT PTE. LTD. 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) 10.3 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) 10.4 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) 10.5 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) 10.6 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) 10.7* Independent Director Service Agreement by and between the Company and Wenbo Li 10.8* Independent Director Service Agreement by and between the Company and Guang Cui 10.9* Independent Director Service Agreement by and between the Company and Gwanggeun Jo 10.10* Independent Director Service Agreement by and between the Company and Hsiu Wu 44 10.11 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) 10.12 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) 19.1* Insider Trading Policy 21.1* List of Subsidiaries 23.1* Consent of JWF Assurance PAC, independent registered public accounting firm 23.2* Consent of CHI-LLTC, independent registered public accounting firm 31.1* 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 31.2* Certification of Principal Financial 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 32.1* Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97* Company’s Compensation Recovery Policy 101 Financial statements of Next Technology Holding Inc. for the years ended December 31, 2025 and 2024 formatted in XBRL: (i) the Balance Sheet; (ii) the Statement of Income; (iii) Statement of Changes in Stockholders’ Equity; (iv) the Statement of Cash Flows; and (v) the Notes to the Financial Statements *** 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* * Filed herein. 45 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEXT TECHNOLOGY HOLDING INC Dated: March 31, 2026 By: /s/ Liu Wei Hong Liu Wei Hong Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: March 31, 2026 By: /s/ Eve Chan Eve Chan Chief Financial Officer, (Principal financial officer and principal accounting officer) 46 FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm-CHI-LLTC (PCAOB ID: 7320) F-2 Report of Independent Registered Public Accounting Firm-JWF Assurance PAC (PCAOB ID: 7095) F-4 Consolidated Balance Sheets at December 31, 2025 and 2024 F-5 Consolidated Statements of Operations and Comprehensive Income for the years ended December 31,2025 and 2024 F-6 Consolidated Statements of Change in Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-8 Notes to the Consolidated Financial Statements F-9 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Next Technology Holding Inc (Formerly known as “WeTrade Group, Inc.”) Opinion on the Financial Statements We 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. Basis for Opinion These 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. We 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. As part 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. Our 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. Critical Audit Matters The 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. Fair Value Measurement of Digital Assets (Bitcoin) As 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. We 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. F- 2 The procedures we performed to address this critical audit matter included the following: ● We understanding the digital assets recognition and evaluated management’s accounting policy for digital assets. ● We obtained the video and it showed the accounts was under the owner of the company. ● We obtained the board resolution, reviewed the trading contract and recalculated the initial carrying amount of Bitcoin. ● We obtained the Wallet statement of Bitcoin. ● We confirmed the year-end digital asset balances directly with the custodians of the Company’s wallets. ● We independently verified quoted prices from active exchanges and reconciled them to the recorded fair value. ● We reviewed the related accounts whether they digital assets have been recognized appropriately. /S/ CHI-LLTC We have served as the Company's auditor since 2026. Malaysia March 31, 2026 PCAOB ID Number 7320 F- 3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Next Technology Holding Inc (Formerly known as “WeTrade Group, Inc.”) Opinion on the Financial Statements We have audited the accompanying consolidated 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 These 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. We 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. As part 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. Our 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. /S/ JWF Assurance PAC We served as the Company's auditor from 2024 to 2026. JWF Assurance PAC Singapore March 27, 2025 PCAOB ID Number 7095 F- 4 NEXT TECHNOLOGY HOLDING INC CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024 (All amounts in US$, except for number of shares) As of December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 5,623,944 $ 668,387 Digital assets 516,153,485 78,322,430 Accounts receivable, net 354,772 1,800,000 Prepayments and prepaid expenses 1,999,213 12,125,500 Total current assets 524,131,414 92,916,317 Non-current assets: Investment in associate company - - Total non-current assets - - Total assets $ 524,131,414 $ 92,916,317 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 751,322 $ 730,000 Amount due to related parties 660,259 972,000 Income tax payable 130,415 130,415 Accrued expense and other payables 2,393,667 1,221,337 Total current liabilities 3,935,663 3,053,752 Non-current liabilities: Deferred tax liabilities 64,616,342 8,234,503 Total non-current liabilities 64,616,342 8,234,503 Total liabilities $ 68,552,005 $ 11,288,255 Stockholders’ Equity: Common stock: no par value; 4,882,556 and 34,882 issued and outstanding on December 31, 2025 and 2024, respectively* - - Additional paid-in capital 303,245,965 71,718,790 Retained earnings 152,333,444 9,909,272 Total Stockholders’ Equity $ 455,579,409 $ 81,628,062 Total Liabilities and Stockholders’ Equity $ 524,131,414 $ 92,916,317 * 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 these financial statements. F- 5 NEXT TECHNOLOGY HOLDING INC CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME 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 December 31, 2025 2024 Revenue: Service revenue $ 11,614,772 $ 1,800,000 Cost of revenue ( 9,858,178 ) ( 730,000 ) Gross Profit 1,756,594 1,070,000 Operating expenses General and administrative expenses ( 66,722,208 ) ( 1,086,804 ) Selling and marketing expenses ( 750,184 ) - Research and development expenses ( 14,482,899 ) - Total operating expenses ( 81,955,291 ) ( 1,086,804 ) Loss from operations ( 80,198,697 ) ( 16,804 ) Impairment of long-term investment - ( 13,396,000 ) Other income, net 279,747,388 43,190,557 Income before income taxes $ 199,548,691 $ 29,777,753 Income tax expenses ( 56,383,743 ) ( 8,234,503 ) Net income from continuing operation 143,164,948 21,543,250 Net income from discontinuing operation (a) - 6,296 Net income and total comprehensive income $ 143,164,948 $ 21,549,546 Net income per share, basic and diluted from continuing operation 61.77 746.00 Net income per share, basic and diluted from discontinuing operation - 0.22 Weighted average number of shares outstanding; Basic and diluted (b) 2,317,684 28,878 (a) 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. (Note 17) (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 these financial statements. F- 6 NEXT TECHNOLOGY HOLDING INC CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (All amounts in US$, except for number of shares) Stockholders’ Common Stock Additional Paid-in (Accumulated Deficits)/ Retained Total Shares (a) Amount Capital Earnings Equity Balance as of December 31, 2023 (restated (b) ) 13,126 $ - $ 56,348,650 $ ( 11,640,274 ) $ 44,708,376 Issuance of common stocks to advisors and former executives 2,056 - 1,974,140 - 1,974,140 Issuance of common stocks for the acquisition of an associate company 19,700 - 13,396,000 - 13,396,000 Net income - - - 21,543,250 21,543,250 Gain from discontinuing operation - - - 6,296 6,296 Balance as of December 31, 2024 34,882 $ - $ 71,718,790 $ 9,909,272 $ 81,628,062 Issuance of common stocks for acquisition of digital assets 2,146,444 - 145,958,167 - 145,958,167 Net income - 143,164,948 143,164,948 Restricted shares vested 2,370,000 - - - - Share-based compensation - - 76,797,982 - 76,797,982 Issuance of common stocks for a third party investor 300,000 - 8,030,250 - 8,030,250 Issuance of common stocks for fractional share elimination 31,230 - 740,776 ( 740,776 ) - Balance as of December 31, 2025 4,882,556 $ - $ 303,245,965 $ 152,333,444 $ 455,579,409 (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. (Note 17) The accompanying notes are an integral part of these financial statements. F- 7 NEXT TECHNOLOGY HOLDING INC CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (All amounts in US$) For the years ended December 31, 2025 2024 Cash Flows from Operating Activities Net income from continuing operation $ 143,164,948 $ 21,543,250 Net income from discontinuing operation - 6,296 Share-based compensation 76,797,982 - Fair value gain on digital assets ( 279,747,388 ) ( 43,184,854 ) Impairment of long-term investment - 13,396,000 Deferred income tax expenses 56,381,839 8,234,503 Changes in Operating Assets and Liabilities: Accounts receivable 1,445,228 ( 800,000 ) Prepayments and prepaid expenses ( 1,999,213 ) - Accounts payable 21,322 ( 70,000 ) Amount due to related parties ( 311,741 ) 168,000 Accrued expense and other payables 1,172,330 706,805 Net cash used in continuing operating activities: ( 3,074,693 ) - 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 for a third party investor 8,030,250 - Net cash provided by continuing financing activities: 8,030,250 - Net cash provided by discontinuing financing activities: - - Net cash provided by financing activities: 8,030,250 - Change in Cash and Cash Equivalents: 4,955,557 - Cash and Cash Equivalents, Beginning of Year 668,387 668,387 Cash and Cash Equivalents, End of Year $ 5,623,944 $ 668,387 Supplemental Cash Flow Information: Issuance of common stock to acquire digital assets $ 145,958,167 $ - Advance payment for acquisition digital assets $ 12,125,500 $ - Cash paid for interest $ - $ - Cash paid for income taxes $ 1,904 $ - Supplemental disclosure of non-cash financing activities: Repayment of other payable through issuance of common stocks $ - $ 1,380,000 Repayment of former executives through issuance of common stocks $ - $ 594,140 Receipt of operating assets and repayment of liabilities through former executives and other third parties $ 1,277,764 $ 477,817 The accompanying notes are an integral part of these financial statements. F- 8 NEXT TECHNOLOGY HOLDING INC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (All amounts in US$, except for number of shares and per share data) NOTE 1 – NATURE OF BUSINESS Business 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 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 industries. 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. F- 9 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 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 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 Company may (i) periodically sell bitcoin for general corporate purposes, including to generate cash for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions 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 years: Digital assets original cost basis Fair value change in digital assets Digital assets fair value Number of Bitcoin held Balance as of December 31, 2023 $ 24,990,000 $ 10,147,576 $ 35,137,576 833 Fair value gain on digital assets - 43,184,854 43,184,854 - Balance as of December 31, 2024 $ 24,990,000 $ 53,332,430 $ 78,322,430 833 Digital assets purchase 158,083,667 - 158,083,667 5,000 Fair value gain on digital assets - 279,747,388 279,747,388 - Balance as of December 31, 2025 $ 183,073,667 $ 333,079,818 $ 516,153,485 5,833 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 (“U.S. GAAP”). 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 The Company’s consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. F- 10 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (c) Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make judgement estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that the estimates used in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates. 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 fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. 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 Translation The accompanying consolidated financial statements are presented in US$. The functional currency of the Company and the Company’s subsidiaries is the United States dollar (“US$”). 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 dates. 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 purchased with a maturity period of three months or less to be cash or cash equivalents. The carrying amounts reported in the accompanying consolidated balance sheets for cash and cash equivalents approximate their fair value. 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. F- 11 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (g) Goodwill and Other - Crypto Assets In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): 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 digital assets holdings as of: December 31, 2025 December 31, 2024 Approximate number of bitcoins held 5,833 833 Digital assets carrying value $ 516,153,485 $ 78,322,430 Gain on digital assets during the year $ 279,747,388 $ 43,184,854 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 Accounts receivable represents those receivables derived in the ordinary course of business, net of an allowance for any potentially uncollectible amounts. The Company makes estimates of expected credit and collectability trends for the allowance for credit losses based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions that may vary by geography, customer-type, or industry sub-vertical, and other factors that may affect its ability to collect from customers. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of comprehensive income. Although the Company has historically not experienced significant credit losses, they may experience increasing credit loss risks from accounts receivable in future periods if its customers are adversely affected by economic pressures or uncertainty associated with local or global economic recessions, or other customer-specific factors, and actual experience in the future may differ from their past experiences or current assessment. 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 Investment in associate companies, where the company has significant influence but do not control the investee, is accounted for using the equity method. 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. F- 12 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Under this method, the initial investment is recorded at cost, and the carrying amount is subsequently adjusted to recognize the Company’s share of the investee’s net income or loss. Additionally, any dividends received from the associate reduce the carrying amount of the investment. the Company evaluates these investments for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Any impairment losses deemed other-than-temporary are recognized in the consolidated financial statements. Management regularly evaluates the impairment of these investments based on performance and financial position of the investee as well as other evidence of market value. Such evaluation includes, but is not limited to, reviewing the investee’s cash position, recent financing, projected and historical financial performance, cash flow forecasts and financing needs. An impairment loss is recognized in earnings equal to the excess of the investment’s cost over its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value would then become the new cost basis of investment. The Company evaluates the equity method investments 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. 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 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 basis. This determination is based on the Company’s assessment that it is the principal in its revenue arrangements. The Company 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. F- 13 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 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 expense. 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 of: (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. F- 14 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 of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. 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 date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely 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. federal 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 BVI. The Hong Kong subsidiary is subject to tax in Hong Kong, and the BVI subsidiary is generally not subject to income tax under BVI laws. 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. F- 15 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. However, dividend declarations remain subject to the board’s quarterly assessment of liquidity, cash flow generation, capital allocation needs for growth, regulatory and compliance constraints, and overall financial condition. After assessment by board of directors, no dividends were declared for the years ended December 31, 2025 and 2024. (u) Leases In accordance with ASC Topic 842, Leases (“ASC 842”), the Company, using the modified retrospective transition approach through a cumulative-effect adjustment in the period of adoption rather than retrospectively adjusting prior periods and the package of practical expedients, categorizes leases with contractual terms longer than twelve months as either operating or finance lease. However, the Company has no finance leases for any of the periods presented. Right-of-use (“ROU”) assets represent the Company’s rights to use underlying assets for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term, reduced by lease incentives received, plus any initial direct costs, using the discount rate for the lease at the commencement date. As the implicit rate in lease is not readily determinable for the Company’s operating leases, the Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. the Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. the Company accounts for lease and non-lease components separately. 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 to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants, options, or convertible debt using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income per share of common stock attributable to common stockholders when their effect is dilutive. (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. F- 16 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 is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations and shareholder lawsuits. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. (z) Recently Adopted Accounting Standard Updates In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): 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. 2024-02, 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. F- 17 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 $ 5,623,944 and $ 668,387 which consists of the following: December 31, 2025 December 31, 2024 Bank Deposits- Outside USA $ 668,387 $ 668,387 Bank Deposits- Inside USA 4,955,557 - Total $ 5,623,944 $ 668,387 NOTE 4 – DIGITAL ASSETS As of December 31, 2025 and 2024, digital assets holdings are as follows: December 31, 2025 December 31, 2024 Opening balance $ 78,322,430 $ 35,137,576 Purchase of BTC 158,083,667 - Fair value gain on digital assets 279,747,388 43,184,854 Ending balance $ 516,153,485 $ 78,322,430 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. F- 18 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. 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. 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 BTC, when its price is low and expect to sell when its price is high. BTC Trading Contract As previously disclosed in a Form 8-K filed on September 28, 2023, the Company entered into a BTC Trading Contract (the “BTC Contract”) with an autonomous organization (the “Association Seller”), which supports its members in the sale of BTC. While the Association Seller provides services to facilitate the sale of BTC by its members, it does not exert control over them by ownership or contract, nor does it make decisions for its members relating to the sale of BTC. None of the members of the Association Seller hold equity, serve as director or officer, or otherwise have 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 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 Company purchased 833 BTC from the BTC Sellers and decided to purchase an additional 1,000 BTC (the “ 1,000 BTC Purchase”). As of December 31, 2023, the Company made a prepayment to the BTC Sellers through the Association Seller of approximately $ 12,125,500 (the “Prepayment Amount”), representing 40 % of the total purchase price for 1,000 BTC. The prepayment was made to secure favorable pricing and demonstrate the Company’s commitment to completing the 1,000 BTC Purchase. This prepayment is refundable if the 1,000 BTC Purchase is not completed. While negotiating the terms of the 1,000 BTC Purchase with the BTC Sellers, the Company decided to exercise its right under the BTC Contract to purchase 5,000 BTC (the “5,000 BTC Purchase”), which includes the previously planned 1,000 BTC. To reflect the then price increase in BTC and finalize the transaction details of the 5,000 BTC Purchase, the Company and the Association Seller entered into that certain Amendment Agreement (the “Amendment Agreement”) on May 2, 2024, which was previously disclosed in a Form 8-K filed by the Company on May 6, 2024. According to the Amendment Agreement, the Company agreed to pay the aggregate price for the 5,000 BTC through the issuance of 40,000,000 shares of the Company’s common stock (the “Common Stock”) valued at $ 3.75 per share, which was the closing market price of the Common Stock as of May 1, 2024 (the “Then FMV”) and warrants to purchase 80,000,000 shares of the Common Stock with the exercise price of $ 2.6 per share (equal to 70 % of the Then FMV). In connection with the 5,000 BTC Purchase, on May 8, 2024, the Company filed a Preliminary Information Statement on Schedule 14C (the “Preliminary 14C”). Subsequently, the Company decided to cease pursuing the 5,000 BTC Purchase due to the market fluctuations in BTC and further discussions with the BTC Sellers, which was previously disclosed on a Form 8-K filed by the Company on June 26, 2024. F- 19 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 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. To our knowledge, the Association Seller entered into a cooperation agreement with each Schedule I BTC Sellers (the “Cooperation Agreement”) on the same day when the Amended BTC Contract was entered. Under the Cooperation Agreement, each Schedule I BTC Seller agrees to transfer a specified number of BTC (as set forth in the Cooperation Agreement) to a BTC wallet address designated by the Association Seller for the transactions contemplated under the Amended BTC Contract. 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 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 . F- 20 NOTE 5 – PREPAYMENTS AND PREPAID EXPENSES As of December 31, 2025 and 2024, prepayments and prepaid expenses consisted of the following: December 31, 2025 December 31, 2024 Prepayment for digital assets* $ - $ 12,125,500 Prepaid marketing expenses and others 1,999,213 - Total $ 1,999,213 $ 12,125,500 * 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 As of December 31, 2025 and 2024, accounts receivable are related to the services fee receivable from customers as follows: December 31, 2025 December 31, 2024 Accounts Receivable $ 354,772 $ 1,800,000 Less: Allowance for credit loss - - Accounts Receivable, net $ 354,772 $ 1,800,000 The Company does not require collateral for accounts receivable. 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, 2025 and 2024, investment consisted of the following: December 31, 2025 December 31, 2024 Investment in an associate company $ 13,396,000 $ 13,396,000 Impairment of the investment ( 13,396,000 ) ( 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 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. F- 21 NOTE 8 – AMOUNT DUE TO RELATED PARTIES Nature of relationships with related parties Name: 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: December 31, 2025 December 31, 2024 Professional fees and operating expenses (a) $ 329,846 $ 460,985 Short term loans (b) 2,038,115 760,352 Payroll 25,706 - Total $ 2,393,667 $ 1,221,337 (a): The professional fees consisted of outstanding legal fees related to shareholder litigation, consulting fees, listing compliance fees payable to professional firms, and operating expenses. (b): 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 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 of its common stock to the Nasdaq Capital Market, and the closing of its public offering of 10,000,000 shares of common stock with the gross proceeds of $ 40,000,000 and net proceeds of $ 37,057,176 after deducting the total offering cost of $ 2,942,824 . The shares were priced at $ 4.00 per share, and the offering was conducted on a firm commitment basis. The shares continue to trade under the stock symbol “WETG.” The Company’s total issued and outstanding common stock has been increased to 195,032,503 shares after the offering. On July 22, 2022, the Company issued 25,000 shares of common stock to certain service providers for services in connection with the public offering, the fair value of the share was $ 477,500 . The Company’s total issued and outstanding common stock has been increased to 195,057,503 shares in 2022. F- 22 NOTE 10 – SHAREHOLDERS’ EQUITY ( CONTINUED) On June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1 for 185 reverse stock split (“Reverse Stock Split”). The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503 to 1,054,530 shares, with the par value unchanged at zero. In September 2023, there were 1,570,600 shares issued with the total amount of $ 12,616,454 , and the Company’s common stock issued has been increased to 2,625,130 shares as of December 31, 2023. 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. 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 represented: (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 filing. 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. F- 23 NOTE 10 – SHAREHOLDERS’ EQUITY (CONTINUED) 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 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 December 31, 2025 2024 Cost of revenues $ 112,122 $ - Research and development expenses 12,886,149 - General and administrative expenses 63,799,711 - Total $ 76,797,982 $ - Share Incentive 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. 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. F- 24 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 Value Unvested as of December 31, 2023 and 2024 - - Granted $ 72,020,000 $ 1.85 Vested ( 24,277,392 ) 3.16 Forfeited or cancelled - - Unvested as of December 31, 2025 $ 47,742,608 $ 1.18 NOTE 12 – INCOME TAX EXPENSES The Company in Wyoming is subject to U.S. federal income tax at 21 % and a state income tax rate of nil . There is one subsidiary incorporated in Hong Kong and are subject to Hong Kong profits tax at a tax rate of 16.5 %. The Company owns a subsidiary incorporated in the British Virgin Islands (BVI). 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 years ended December 31, 2025 2024 Current income tax expense $ 1,904 $ - Deferred income tax expense 56,381,839 8,234,503 Total $ 56,383,743 $ 8,234,503 F- 25 NOTE 12 – INCOME TAX EXPENSES (CONTINUED) The income tax expense for domestic and foreign components’ are as follows: For the years ended December 31, 2025 2024 US $ 56,383,743 $ 8,234,503 Hongkong and BVI - - Total $ 56,383,743 $ 8,234,503 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 of nil . For the years ended December 31, 2025 2024 US Statutory income tax rates 21.0 % 21.0 % Share-based compensation expense 8.0 % - Other permanent difference ( 0.7 )% 6.7 % Effective Income Tax Rate 28.3 % 27.7 % The principal components of deferred tax assets and deferred tax liabilities are as follows: As of December 31, 2025 2024 Deferred tax liabilities Fair value gain of Bitcoin $ 69,946,762 $ 11,199,810 Less: Net operating loss carry forward 5,330,420 2,965,307 Total deferred tax liabilities $ 64,616,342 $ 8,234,503 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. The 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 as follows: Potential dilutive securities are excluded from the calculation of diluted EPS in loss periods as their effect would be anti-dilutive. For the years ended December 31, 2025 2024 Statement of Operations Summary Information: Net income from continuing operation $ 143,164,948 $ 21,543,250 Weighted-average common stocks outstanding - basic and diluted 2,317,684 28,878 Net income per share, basic and diluted from continuing operation $ 61.77 $ 746.00 Net income from discontinuing operation $ - $ 6,296 Weighted-average common stocks outstanding - basic and diluted 2,317,684 28,878 Net income per share, basic and diluted from discontinuing operation $ - $ 0.22 As of December 31, 2025 and 2024, there were no potentially dilutive shares. F- 26 NOTE 14 – SEGMENT INFORMATION 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 Reporting. 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 to the CODM 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 December 31, 2025 2024 Revenues $ 11,614,772 $ 1,800,000 Cost of revenues ( 9,858,178 ) ( 730,000 ) Selling and marketing expenses ( 750,184 ) - Research and development expenses ( 14,482,899 ) - General and administrative expenses – Share-based compensation ( 63,799,711 ) - – Professional service expenses ( 2,678,203 ) ( 853,804 ) – Payroll and welfare expenses ( 189,966 ) ( 200,000 ) – Rental and other expenses ( 54,328 ) ( 33,000 ) Impairment for long-term investment - ( 13,396,000 ) Other income, net 279,747,388 43,190,557 Income tax expenses ( 56,383,743 ) ( 8,234,503 ) Net income from continuing operation $ 143,164,948 $ 21,543,250 F- 27 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 Meeting”). 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. Each of the 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 directors passed a resolution to approve the termination of all operations in the PRC. In July 2024, the Company proceeded to dissolve its subsidiary “WeTrade Technology (Shanghai) Co., Ltd.”, in the PRC. Net income from discontinuing operations for the year ended December 31, 2025 is nil . The transaction qualified as a discontinuing operation under ASC 205-20. The Company retrospectively adjusted the above comparative consolidated financial statements in prior year. The following tables provides information for loss on disposal of discontinuing operation for the year ended December 31, 2025. These amounts reflect the closing balance sheet of the discontinuing operation upon the closing of the sale in July 2024. July 18, 2024 Total consideration, net of transaction costs $ - Total net assets value of discontinuing business ( 6,296 ) Disposal of discontinuing operation $ 6,296 F- 28