UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 2

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2024

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to _____________

 

NEXT TECHNOLOGY HOLDING INC.
(Exact name of small business issuer as specified in its charter)

 

Wyoming    

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Tax. I.D. No.)

 

Room 519, 05/F Block T3

Qianhai Premier Finance Centre Unit 2

Guiwan Area, Nanshan District, Shenzhen

(Address of Principal Executive Offices)

 

(86) 158 2117 2322

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer Accelerated filer
Non-accelerated Filer Smaller Reporting Company
Emerging growth company    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No

 

As of December 23, 2024, there were 6,976,410 shares of common stock outstanding. 

 

 

 

 

 

TABLE OF CONTENTS

 

Cautionary Note Regarding Forward-Looking Statements iii
   
PART I - Financial Information 1
     
Item 1. Financial Statements 1
  Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and Audited Condensed Consolidated Balance Sheets as of December 31, 2023 1
  Unaudited Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2024 and September 30, 2023 2
  Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2024 and September 30, 2023 3
  Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2024 and September 30, 2023 4
  Notes to Unaudited Consolidated Financial Statements as of September 30, 2024 5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17
Item 3. Quantitative and Qualitative Disclosures about Market Risk 21
Item 4. Controls and Procedures 21
     
PART II – Other Information 22
     
Item 1. Legal Proceedings 22
Item 1A. Risk Factors 22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22
Item 3. Defaults Upon Senior Securities 22
Item 4. Mine Safety Disclosures 22
Item 5. Other information 23
Item 6. Exhibits 24
     
Signatures 25

 

i

 

Explanatory Note

 

Next Technology Holding Inc. (formerly known as WeTrade Group Inc. (the “Company”)) is filing this Amendment No.2 (the “Amendment”) to the Quarterly Report on Form 10-Q for the period ended September 30, 2024, originally filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2024 (the “Original Filing”), to amend our disclosures in relation to the digital assets and prepayment of digital assets.

 

This Amendment No.2 amends the Original Filing and the Amended Quarterly Report on Form 10-Q/A of the Company for the quarterly period ended September 30, 2024 filed on December 9, 2024 (the “Amendment No.1”). The purpose of this Amendment No.2 is to include signed and dated copies of the BTC Trading Contract and BTC Option Contract.

 

In accordance with the applicable SEC rules, this Amendment No.2 includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, from our Chief Executive Officer and Chief Financial Officer.

 

Except as described above, this Form 10-Q/A does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Form 10-Q/A does not reflect or purport to reflect any information or events occurring after the original filing date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Form 10-Q/A should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.

 

ii

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements are generally located in the material set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” but may be found in other locations as well. These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements.

 

We identify forward-looking statements by use of terms such as “may,” “will,” “expect,” “anticipate,” “estimate,” “hope,” “plan,” “believe,” “predict,” “envision,” “intend,” “will,” “continue,” “potential,” “should,” “confident,” “could” and similar words and expressions, although some forward-looking statements may be expressed differently. You should be aware that our actual results could differ materially from those contained in the forward-looking statements.

 

Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:

 

  our ability to execute on our growth strategies;
     
  our ability to find manufacturing partners on favorable terms;
     
  declines in general economic conditions in the markets where we may compete;
     
  our anticipated needs for working capital; and

 

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis.

 

Forward-looking statements speak only as of the date of this report or the date of any document incorporated by reference in this report. Except to the extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

 

iii

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

NEXT TECHNOLOGY HOLDING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

(All amounts shown in U.S. Dollars)  As of
September 30,
2024
   As of
December 31,
2023
(Audited)
 
       Restated 
ASSETS        
Current assets:        
Cash and cash equivalents  $668,387   $668,387 
Digital assets   53,037,144    35,137,576 
Accounts receivable-third parties, net   
-
    1,000,000 
Amount due from related parties   206,724    
-
 
Prepayments   12,125,500    12,125,500 
Total current assets   66,037,755    48,931,463 
           
Non-current assets:          
Investment in associate company   13,396,000    
-
 
Total assets   79,433,755   $48,931,463 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Account payables   
-
    800,000 
Amount due to related parties   1,478,588    1,692,672 
Tax payable   130,415    130,415 
Other payables   1,082,500    1,600,000 
Total current liabilities   2,691,503    4,223,087 
           
Non-current liabilities:          
Deferred tax liabilities   2,666,078    
 
Total liabilities   5,357,581    4,223,087 
           
Stockholders’ equity:          
Common stock; no par value; 6,976,410 and 2,625,130 issued and outstanding on September 30, 2024 and December 31, 2023 respectively   71,718,790    56,348,650 
Retained Earnings /(Accumulated Deficits)   2,357,384    (11,640,274)
Total stockholders’ equity   74,076,174    44,708,376 
           
Total liabilities and stockholders’ equity  $79,433,755   $48,931,463 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

1

 

NEXT TECHNOLOGY HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

   For the
Three Months
End
September 30,
2024
   For the
Three Months
End
September 30,
2023
   For the
Nine Months
End
September 30,
2024
   For the
Nine Months
Ended
September 30,
2023
 
Revenue:                
Service revenue  $
   $1,500,000   $
   $1,500,000 
Total service revenue   
 
    
    
    
 
Cost of revenue   
    (270,864)   
    (270,864)
Gross Profit   
    1,229,136    
    1,229,136 
                     
Operating expenses                    
General and administrative expense   (566,983)   (234,800)   (1,242,128)   (537,576)
Total operating expenses   (566,983)   (234,800)   (1,242,128)   (537,576)
                     
(Loss)/ Profit from operations   (566,983)   994,336    (1,242,128)   691,560 
Other income/(loss)   2,303,789    (14,406,397)   17,899,568    (14,406,396)
Profit/ (loss) before income taxes   1,736,806    (13,412,061)   16,657,440    (13,714,836)
Income tax expenses   (364,730)   
    (2,666,078)   
 
                     
Net profit/ (loss) from continuing operation  $1,372,076   $(13,412,061)  $13,991,362   $(13,714,836)
Net profit/ (loss) from discontinued operation   6,296    301,392    6,296    (1,552,178)
Total comprehensive profit/ (loss)  $1,378,372   $(13,110,669)  $13,997,658   $(15,267,014)
                     
Earnings /(Loss) per share, basic and diluted from continuing operation  $0.20   $(9.47)  $2.59   $(11.66)
Earnings /(Loss) per share, basic and diluted from discontinued operation  $0.001   $0.21   $0.001   $(1.32)
                     
Weighted-average shares outstanding, basic and diluted   6,976,410    1,416,813    5,404,232    1,176,618 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

2

 

NEXT TECHNOLOGY HOLDING INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

Three months ended September 30, 2024 

 

   Common Stock   Retained   Total
Shareholder
 
   Shares   Amount   Earnings   Equity 
Balance as of June 30, 2024   6,976,410   $71,718,790   $979,012   $72,697,802 
Net profit for the period       
    1,372,076    1,372,076 
Gain from discontinued operation       
    6,296    6,296 
Balance as of September 30, 2024   6,976,410   $71,718,790   $2,357,384   $74,076,174 

 

Nine months ended September 30, 2024

 

   Common Stock  

(Accumulated

Deficits)/
Retained

   Total
Shareholder
 
   Shares   Amount   Earnings   Equity 
Balance as of December 31, 2023   2,625,130   $56,348,650   $(11,640,274)  $44,708,376 
Stock issued during the period   4,351,280    15,370,140    
    15,370,140 
Net profit for the period       
    13,991,362    13,991,362 
Gain from discontinued operation       
    6,296    6,296 
Balance as of September 30, 2024   6,976,410   $71,718,790   $2,357,384   $74,076,174 

 

Three months ended September 30, 2023

 

   Common Stock   Accumulated   Total
Shareholder
 
   Shares   Amount   Deficits   Equity 
Balance as of June 30, 2023   1,054,530   $43,732,196   $(3,871,203)  $39,860,993 
Stock issued during the period   1,570,600    12,616,454    
    12,616,454 
Gain from discontinued operation       
    301,392    301,392 
Net loss for the period       
   (13,412,061)  (13,412,061)
Balance as of September 30, 2023   2,625,130   $56,348,650   $(16,981,872)  $39,366,778 

 

Nine months ended September 30, 2023

 

   Common Stock   Accumulated   Accumulated
Other
Comprehensive
   Total
Shareholder
 
   Shares   Amount   Deficits   Income   Equity 
Balance as of December 31, 2022   1,054,530   $43,732,196   $(1,714,858)  $(310,576)  $41,706,762 
Stock issued during the period   1,570,600    12,616,454    
    
    12,616,454 
Foreign currency translation adjustment       
    
    310,576    310,576 
Loss from discontinued operation       
    (1,552,178)   
    (1,552,178)
Net loss for the period       
   (13,714,836)   
   (13,714,836)
Balance as of September 30, 2023   2,625,130   $56,348,650   $(16,981,872)  $   $39,366,778 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3

 

NEXT TECHNOLOGY HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   For the
Nine months Ended
   For the
Nine months Ended
 
   September 30,
2024
   September 30,
2023
 
Cash flows from operating activities:        
Net Profit/ (loss)  $13,991,362   $(13,714,836)
Fair value (gain)/loss from digital assets   (17,899,568)   3,059,342 
Gain/ (loss) from discontinued operation   6,296    (1,552,178)
           
Changes in operating assets and liabilities:          
Accounts receivables   1,000,000    
 
Prepayments   
    50,000 
Account payables   (800,000)   
 
Director fee payable   92,000    
 
Accrued expenses   49,500    270,864 
Other payables   813,000    
 
Deferred tax liabilities   2,666,078    
 
Net cash flows used in continued operating activities   (81,332)   (11,886,808)
Net cash flows used in discontinued operating activities   
    32,881,236 
Net cash flows (used in)/ provided by operating activities   (81,332)   20,994,428 
Cash flow from Investing activities:          
Prepayment for digital assets   
    (12,125,500)
Digital assets   
    (24,990,000)
Net cash flows used in investing activities   
    (37,115,500)
Cash flow from financing activities:          
Shareholders’ loan   (512,808)   87,440 
Proceeds from stock issuances   594,140    12,616,454 
Net cash flows from financing activities   81,332    12,703,894 
Net cash flows from discontinued activities       4,500,000 
Net cash flows provided by financing activities   81,332    17,203,894 
           
Effect of exchange rate changes on cash   
    310,576 
           
Change in cash and cash equivalents:   
    1,393,398 
           
Cash and cash equivalents, beginning of period  $668,387   $22,926 
           
Cash and cash equivalents, end of period  $668,387   $1,416,324 
           
Supplemental cash flow information:          
Cash paid for interest  $
   $
 
Cash paid for taxes  $
   $
 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

 

4

 

NEXT TECHNOLOGY HOLDING INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1NATURE OF BUSINESS

 

Business

 

Next Technology Holding Inc. (formerly known as WeTrade Group Inc.) was incorporated in the State of Wyoming on March 28, 2019. We currently pursue two corporate strategies. One business strategy is to continue providing software development services, and the other strategy is to acquire and hold bitcoin.

 

Software development

 

We provide AI-enabled software development services to our customers, which include developing, designing, and implementing various SAAS software solutions for businesses of all types, including industrial and other businesses.

 

Bitcoin Acquisition Strategy

 

Our bitcoin acquisition strategy generally involves acquiring bitcoin with our 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.

 

We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financing to purchase additional bitcoin.

 

This overall strategy also contemplates that we 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 our bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate funds using our bitcoin holdings.

 

We believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation in the long-term.

 

5

 

The following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and digital asset impairment losses during the period:

 

   Digital asset
original cost
basis
   Gain from
digital asset
   Market
Value of
digital asset
   Approximate
number of
Bitcoin held
 
Balance on December 31, 2023  $24,990,000   $10,147,576   $35,137,576    833 
Digital asset purchase   
-
    
-
    
-
    
-
 
Fair value change during the period   
-
    17,899,568    17,899,568    
-
 
Balance on September 30, 2024  $24,990,000   $28,047,144   $53,037,144    833 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Preparation of Financial Statements

 

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“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.

 

The condensed consolidated financial statements of the Company as of and for the nine months ended September 30, 2024 and 2023 are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) that have been made are necessary to fairly present the financial position of the Company as of September 30, 2024, the results of its operations for the nine months ended September 30, 2024 and 2023, and its cash flows for the nine months ended September 30, 2024 and 2023. Operating results for the quarterly periods presented are not necessarily indicative of the results to be expected for a full fiscal year.

 

The statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and other information included in the Company’s Annual Report on Form 10-K as filed with the SEC for the fiscal year ended December 31, 2023.

 

6

 

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

Goodwill and Other - Crypto Assets

 

In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which establishes accounting guidance for crypto assets meeting certain criteria. Bitcoin meets these criteria. The amendments require crypto assets to meet the criteria to be recognized at fair value with changes recognized in net income each reporting period. Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. 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 early applied ASU 2023-08 and measured crypto assets (presented as digital assets) at fair value with changes recognized in net income this period.

  

The following table summarizes the Company’s digital asset holdings as of:

 

   September 30,
2024
   December 31,
2023
 
Approximate number of bitcoins held   833    833 
Digital assets carrying value  $      53,037,144   $      35,137,576 
Gain on digital assets during the period/year  $17,899,568   $10,147,576 

 

As of September 30, 2024, the Company had approximately 833 bitcoins which had a carrying value of approximately $53.04 million. 

 

7

 

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 unaudited condensed consolidated balance sheets for cash and cash equivalents approximate their fair value. All of the Company’s cash that is held in bank accounts in Hong Kong and PRC are not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance.

 

Functional Currency

 

The Company’s principal countries of operations are USA and Hong Kong. The accompanying condensed consolidated financial statements are presented in US$ and the functional currency of the Company is US$.

 

Investment

 

Investment in associate company that we have significant influence but do not have control over the investee are accounted for under the equity method. We will periodically review 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 owned entity under ASC 323.

 

Consolidation

 

The Company’s condensed consolidated financial statements include the financial statements of the Group and subsidiaries. All transactions and balances among the Group and its subsidiaries have been eliminated upon consolidation. 

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make judgement estimates and assumptions that affect the amounts reported in the condensed 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 the allowance for expected credit loss, valuation of deferred tax assets, and certain accrued liabilities such as contingent liabilities.

 

8

 

Accounts Receivable

 

Accounts receivables are presented net of allowance for expected credit loss. The Company uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required.

 

The Company maintains an allowance for expected credit loss which reflects its best estimate of amounts that potentially will not be collected. In determining the amount of the allowance for credit losses, the Company considers historical collection history based on past due status, the current aging of receivables, customer-specific credit risk factors including their current financial condition, current market conditions, and probable future economic conditions which inform adjustments to historical loss patterns. Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability.

 

Leases 

 

The Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

 

Operating leases are included in operating lease right-of-use (“ROU”) assets and short-term and long-term lease liabilities in our condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our condensed consolidated balance sheets.

 

ROU assets represent the Company’s right to use an underlying asset 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. As most of the leases do not provide an implicit rate, we use the industry incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

ASU 2016-02 requires that public companies use a secured incremental browning rate for the present value of lease payments when the rate implicit in the contract is not readily determinable.

 

Software Development Costs

 

We apply ASC 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed, in analyzing our software development costs. ASC 985-20 requires the capitalization of certain software development costs subsequent to the establishment of technological feasibility for a software product in development. Research and development costs associated with establishing technological feasibility are expensed as incurred. Based on our software development process, technological feasibility is established upon the completion of a working model. In addition, we apply this to our review of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized.

 

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.

 

9

 

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 has subsidiaries in Hong Kong and PRC. The Company is subject to tax in Hong Kong and PRC jurisdictions. As a result of its future business activities, the Company will be required to file tax returns that are subject to examination by the Inland Revenue Department of Hong Kong and Tax Department of PRC. 

 

Earnings/ (Loss) Per Share

 

Earnings/ (loss) 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 (loss) per share of common stock attributable to common stockholders when their effect is dilutive.

 

Potential dilutive securities are excluded from the calculation of diluted EPS in profit periods as their effect would be anti-dilutive.

 

As of September 30, 2024, there were no potentially dilutive shares.

 

    Three Months Ended     Three Months Ended     Nine Months Ended     Nine Months Ended  
    For the period
September 30,
2024
    For the period
September 30,
2023
    For the period
September 30,
2024
    For the period
September 30,
2023
 
Statement of Operations Summary Information:                        
Net Profit/ (Loss)          1,372,076     $        (13,412,061 )   $        13,991,362     $        (13,714,836 )
Weighted-average common shares outstanding - basic and diluted     6,976,410       1,416,813       5,404,232       1,176,618  
Earnings/ (loss) per share, basic and diluted   0.20   $ (9.47 )   $ 2.59     $ (11.66 )

 

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 non-financial items that are recognized and disclosed at fair value in the financial statements on a non-recurring 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.

 

10

 

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS 

 

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

NOTE 4 – REVENUE

 

We are in the business of acquiring and holding of bitcoin and providing AI-enabled software development services for industrial and other customers.

 

As of and for the period ended September 30, 2024, there was no revenue generated from SAAS business.

 

NOTE 5 – CASH AND CASH EQUIVALENTS

 

As of September 30, 2024, the Company held cash in bank in the amount of $668,387, which consists of the following: 

 

   September 30,
2024
   December 31,
2023
 
Bank Deposits- Outside USA  $           668,387   $668,387 

  

NOTE 6 – DIGITAL ASSETS

 

As of September 30, 2024, digital assets holdings are as follows:

 

   September 30,
2024
   December 31,
2023
 
Opening balance  $      35,137,576   $
 
Purchase of BTC   
   —
        24,990,000 
Fair value gain from digital assets   17,899,568    10,147,576 
Ending balance  $53,037,144   $35,137,576 

 

As of September 30, 2024, the Company held approximately 833 BTC at the total cost of $24,990,000. For the nine months ended September 30, 2024 and for the year ended December 31, 2023, the Company recognized fair value gain of $17,899,568 and $10,147,576 on digital assets respectively.

 

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.

 

11

 

While we believe the Association Seller will be able to coordinate with its members to fulfill the Company’s purchase of BTC if the Company so decides, we cannot guarantee that the Company will successfully acquire BTC pursuant to the Amended BTC Contract. The Amended BTC Contract was entered into solely between the Company and the Association Seller and no Schedule I BTC Sellers owe any legal obligation to the Company in connection with the purchase and sale of BTC. Furthermore, as the Company is not a party to the Cooperation Agreement, it cannot enforce the terms of the Cooperation Agreement against any Schedule I BTC Sellers should such Schedule I BTC Sellers do not perform their obligations under the Cooperation Agreement. For example, if a Schedule I BTC Seller does not transfer its committed BTC to the Association Seller pursuant to the Cooperation Agreement, we may not be able to purchase such BTC from the Association Seller pursuant to the Amended BTC Contract. 

 

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 will be applied towards the total purchase price for the Amended 5,000 BTC Transaction and the Company will pay 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 (the “Warrants”).

 

The value of $1.02 per share for the Shares is equal to the sum of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the Amended BTC Contract, and (ii) $0.01. Using the same per value valuation, the warrants are worth approximately $300,000,000.

 

Pursuant to the Amended BTC Contract, the Company shall exercise its option to purchase BTC thereunder prior to September 24, 2025. While the Company’s purchase option thereunder is time-limited, the Amended BTC Contract itself will remain in effect without a defined expiration date, unless otherwise terminated. In the event of a breach by either party, the non-breaching party has the right to terminate the agreement. In such case, the breaching party will be obligated to pay a penalty of $18,000,000 to the non-breaching party.

 

The above description of the Amended BTC Contract does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended BTC Contract, a copy of which is attached to the Company’s Current Report on Form 8-K as Exhibit 10.1, filed with the SEC on September 27, 2024, which is incorporated by reference herein.

 

Impact on Company’s Capitalization and Stockholder Approval

 

The issuance of securities pursuant to the Amended BTC Contract will not affect the rights of the Company’s existing stockholders, but such issuances will have a significant dilutive effect on the Company’s existing stockholders, including the voting power of the existing stockholders.

 

As of the date of this report, there were 6,976,410 issued and outstanding shares of the Common Stock. Immediately after the issuance of the Shares (assuming no exercise of the Warrants), there will be 142,147,488 issued and outstanding shares of the Common Stock, and the ownership percentage of the Company’s existing stockholders in the Company will be diluted to approximately 4.91%. Assuming full exercise of the Warrants concurrently with the issuance of the Shares, immediately after the issuance of the Shares, there will be 436,265,135 issued and outstanding shares of Common Stock, and the ownership percentage of the Company’s existing stockholders in the Company will be further diluted to approximately 1.60%.

 

Pursuant to Nasdaq Rule 5635(a), if an issuer intends to issue common stock or securities convertible into or exercisable for common stock, in connection with the acquisition of stock or assets of another company, which may equal or exceed 20% of the outstanding common stock or voting power on a pre-transaction basis, the issuer generally must obtain the prior approval of its stockholders. Pursuant to Nasdaq Rule 5635(d), if an issuer intends to issue common stock or securities convertible into or exercisable for common stock, other than in a public offering, which may equal or exceed 20% of the outstanding common stock or voting power on a pre-transaction basis for a price that is lower than (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of a binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement for such common stock, the issuer generally must obtain the prior approval of its stockholders.

 

The Shares to be issued to the Schedule I BTC Sellers in the Amended 5,000 BTC Transaction exceeds the threshold for which stockholder approval is required under Nasdaq Rule 5635(a), and the Warrant Shares to be issued to the Schedule I BTC Sellers upon the full exercise of the Warrants could result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder approval is required under Nasdaq 5635(d). As such, the Company is required to obtain requisite stockholder approval for the Amended 5,000 BTC Transaction.

 

As disclosed in a Preliminary Information Statement on Schedule 14C filed by the Company on October 3, 2024, the Company has obtained the requisite stockholder approval for the Amended 5,000 BTC Transaction in accordance with the Company’s articles of incorporation and bylaws on September 24, 2024.

 

12

  

NOTE 7 – ACCOUNTS RECEIVABLE

 

As of September 30, 2024, accounts receivable are related to the services fee from customers as follows:

 

   September 30,
2024
   December 31,
2023
 
Accounts Receivable  $
                    —
   $1,000,000 

 

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 bad debt expense through the condensed consolidated statements of operations, included in general and administrative expense, 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. There is no allowance for expected credit loss as the accounts receivable has been received as at reporting date.

 

NOTE 8 – PREPAYMENTS

 

As of September 30, 2024, prepayments consist of the following:

 

   September 30,
2024
   December 31,
2023
 
Prepayment for digital assets  $      12,125,500   $   12,125,500 

 

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. We believe the Association Seller will coordinate with its members to fulfill the Company’s purchase of BTC, however, we 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 1000 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.

 

Despite the cancellation of the 5,000 BTC Purchase, negotiations regarding the original 1,000 BTC Purchase continued. The Company’s original plan was to settle the remaining 60% of the total purchase price for 1,000 BTC through the issuance of the Common Stock at a per share price based on the average market price over a five-day period immediately prior to the date of the completion of the 1,000 BTC Purchase. However, the Board believed in the potential long-term appreciation of the BTC. As a result, it has decided to halt the 1,000 BTC Purchase and instead re-negotiate the terms with the Associate Seller to acquire 5,167 BTC, which represents the maximum number of BTC that the Company was entitled to purchase under the BTC Contract minus the BTC already acquired under the BTC Contract.

 

13

 

NOTE 9 – INVESTMENT

 

As of September 30, 2024, investment consist of the following:

 

   September 30,
2024
   December 31,
2023
 
           
Investment in an associate company  $      13,396,000   $
                   -
 

 

In April 2024, there are 3,940,000 shares issued with the total amount of $13,396,000 for the acquisition of 20% of associate company. The officers, directors and selling shareholders of associate company are not related party and independent with each other, which are not acting in concert with others.

 

Investment in associate company that we have significant influence but do not have control over the investee are accounted for under the equity method. We will periodically review 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 ASC 323.

 

NOTE 10 – AMOUNT DUE TO RELATED PARTIES

 

   September 30,
2024
   December 31,
2023
 
         
Related parties payable  $282,533   $282,535 
Amount due to shareholders   300,055    606,137 
Director fee payable   896,000    804,000 
   $1,478,588   $1,692,672 

 

The related party balance of $282,533 represented advances from former shareholders for the Company’s daily operation.

 

As of September 30, 2024, the amount due to shareholders of $300,055 represented advances and professional expenses paid on behalf by Shareholders, which consist of audit fees, lawyers’ fee and other professional expenses.

 

As of September 30, 2024, the director fee payable of $896,000 represented the accrual of director fees from the appointment date to September 30, 2024.

 

The amount due to related parties are interest free, unsecured and have no fixed repayment period.

  

NOTE 11 – ACCOUNT PAYABLES

  

As of September 30, 2024 and December 31, 2023, account payables are related to the software services fee payables to suppliers as follow: 

 

  

September 30,

2024

  

December 31,

2023

 
           
Account payables  $
                 —
   $800,000 

 

14

  

NOTE 12 – OTHER PAYABLES

 

As of September 30, 2024, other payables consist of unpaid professional fee as follows:

 

   September 30,
2024
   December 31,
2023
 
         
Professional fees  $        1,082,500   $1,600,000 

 

Professional fee payables of $1,082,500 comprise outstanding legal fees in relation to shareholders’ litigation, BTC consultant fee and listing compliance fee owing to professional parties.

 

NOTE 13 – SHAREHOLDERS’ EQUITY

 

The Company has an unlimited number of authorized ordinary shares and has issued 6,976,410 shares with no par value as of September 30, 2024.

 

On March 29, 2019, the Company issued 100,000,000 shares with no par value to thirty-three founders. On September 3, 2019, the Company issued a total 74,000 shares at $3 each to 5 non-US shareholders. The total outstanding shares has increased to 100,074,000 shares as of December 31, 2019.

 

In February 2020, 1,666,666 shares were issued at $3 per share to 2 new shareholders. On July 10, 2020, the Company issued another 26,000 shares at $3 per share to 2 new shareholders and the total outstanding shares has increased to 101,766,666 shares.

 

On September 15, 2020, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 3 for 1 forward stock split. The total issued and outstanding shares of the Company’s common stock has been increased from 101,766,666 to 305,299,998 shares, with the par value unchanged at zero.

 

On September 21, 2020, there are 151,500 shares issued at $5 per share to 303 new shareholders, the Company’s common stock issued has been increased to 305,451,498 shares as of December 31, 2020.

 

On April 13, 2022, the Company and 15 shareholders entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”), pursuant to which Company and the 15 Shareholders have cancelled 120,418,995 shares of Common Stock (“Cancellation Shares”). Upon completion of the transaction, the outstanding shares of the Company’s Common Stock has been decreased from 305,451,498 shares to 185,032,503 shares as of June 30, 2022.

 

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.

 

15

 

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.

 

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, an addition of 411,280 shares were converted to equity from loan and outstanding professional fee with the amount of $1,974,140 at the conversion price of $4.80 per share based on average price of last 10 trading days. These loans are related to the long outstanding salaries, professional fee, litigation lawyer fees and BTC consultant fee paid by shareholders on behalf of the Company. The amount due to related parties is interest free, unsecured and has no fixed repayment period. Prior to the loan conversion to equity, the amount of $1,974,140 is recorded as current liabilities. Subsequent to loan to equity conversion, the amount of $1,974,140 was converted to 411,280 shares and recorded in stockholders’ equity as follows:

 

Nature of loan:  Amount:   Conversion price:   Number of shares converted:  Financial impact of conversion:
Advance from shareholders to pay outstanding legal fee, salaries, Edgar filing fee, audit fee, which accumulated from January 2023 to March 2024.
  $594,140   $            4.80   123,780 shares  Reclassification from amount due to related parties to equity
Accounting and compliance fee, which accumulated from January 2023 to March 2024.
  $420,000   $4.80   87,500 shares  Reclassification from other payables to equity
Legal advisory fee in relation to BTC transaction   which accumulated from January 2023 to March 2024.  $480,000   $4.80   100,000 shares  Reclassification from other payables to equity
BTC Consultant fee, which accumulated from January 2023 to March 2024.  $480,000   $4.80   100,000 shares
  Reclassification from other payables to equity
Total  $1,974,140        411,280 shares   

 

As of September 30, 2024, the Company’s common stock issued has been increased to 6,976,410 shares.

 

NOTE 14 – INCOME TAXES

 

The Company is subject to U.S. Federal tax laws. The Company has not recognized an income tax benefit for its operating losses in the United States because the Company does not expect to commence active operations in the United States.

 

There are several subsidiaries incorporated in Hong Kong and are subject to Hong Kong profits tax at a tax rate of 16.5%.

 

The Company is currently conducting certain operations in the PRC through its subsidiaries, which are subject to tax from 15% to 25%.

 

NOTE 15 – SUBSEQUENT EVENTS

 

There were no subsequent events noted from the end of September 30, 2024 to the date of this report.

 

16

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report.

 

Business

 

Next Technology Holding Inc. (formerly known as “WeTrade Group Inc.”) was incorporated in the State of Wyoming on March 28, 2019. We currently pursue two corporate strategies. One business strategy is to continue providing software development services, and the other strategy is to acquire and hold bitcoin.

 

Software development

 

We provide AI-enabled software development services to our customers, which include developing, designing, and implementing various SAAS software solutions for businesses of all types, including industrial and other businesses.

 

Bitcoin Acquisition Strategy

 

Our bitcoin acquisition strategy generally involves acquiring bitcoin with our 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.

 

We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financing to purchase additional bitcoin.

 

This overall strategy also contemplates that we 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 our bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate funds using our bitcoin holdings.

 

We believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation in the long-term.

 

17

 

Results of Operations

 

Results of Operations for the Nine-month Period Ended September 30, 2024 and 2023

 

The following tables provide a comparison of a summary of our results of operations for the nine-month period ended September 30, 2024 and 2023.

 

   For the
period
September 30,
2024
   From the
period
September 30,
2023
 
Revenue:        
Service revenue  $                    —   $        1,500,000 
Cost of Revenue       (270,864)
Gross profit       1,229,136 
Operating Expenses:          
Other income/ (expenses)   17,899,568    (14,406,396)
General and administrative expenses   (1,242,128)   (537,576)
Net profit/ (loss) before income tax   16,657,440    (13,714,836)
Income tax expenses   (2,666,078)    
Net profit/ (loss)  $13,991,362   $(13,714,836)

 

Revenue from Operations

 

For the nine-month period ended September 30, 2024 and 2023, total revenue were $nil and $1,500,000 respectively. The decrease is mainly due to decrease in AI SAAS revenue during the period.  

 

General and Administrative Expenses

 

For the nine-month period ended September 30, 2024 and 2023, general and administrative expenses were $1,242,128  and $537,576 respectively. The increase is mainly due to an increase in BTC consulting fee and legal fees during the period.

 

Other Income/ (expenses)

 

The other income of $17,899,568 is mainly due to an increase in gain from digital assets during the period as compared to the provision for bad debts of $11,347,054 in prior period.

 

Net Profit/ (loss)

 

As a result of the factors described above, there was a net profit of $13,991,362 and net loss of $13,714,836 for the period ended September 30, 2024 and 2023, respectively. The increase in net profit is mainly due to gain from digital assets during the period.

 

18

 

Results of Operations for the Three-month Period Ended September 30, 2024 and 2023

 

The following tables provide a comparison of a summary of our results of operations for the three-month period ended September 30, 2024 and 2023.

 

   For the
period
September 30,
2024
   From the
period
September 30,
2023
 
Revenue:        
Service revenue  $   $        1,500,000 
Cost of Revenue       (270,864)
Gross profit       1,229,136 
Operating Expenses:          
Other income/ (expenses)   2,303,789    (14,406,397)
General and administrative expenses   (566,983)   (234,800)
Net profit/ (loss) before income tax   1,736,806    (13,412,061)
Income tax income   (364,730)    
Net loss  $1,372,076   $(13,412,061)

 

Revenue from Operations

 

For the three-month period ended September 30, 2024 and 2023, total revenue was $nil and $1,500,000 respectively. The decrease is mainly due to decrease in AI SAAS system revenue during the period.  

 

General and Administrative Expenses

 

For the three-month period ended September 30, 2024 and 2023, general and administrative expenses were $566,983 and $234,800 respectively. The increase is mainly due to an increase in BTC consulting fee and legal fees during the period.

 

Other income/ (expenses)

 

The other income of $2,303,789 is mainly due to loss from digital assets during the period. The other expenses of $14,406,397 were mainly for fair value loss of digital assets of $3.05 million and provision for bad debts of $11.3 million in prior reporting period.

 

Net loss

 

As a result of the factors described above, there was a net profit of $1,372,076 and net loss of $13,412,061 for the period ended September 30, 2024 and 2023, respectively. The increase in net profit is mainly due to loss from digital assets and no provision for bad debts were incurred during the period.

 

19

 

Liquidity and Capital Resources

 

As of September 30, 2024, we had cash on hand of $668,387. There is no change in cash held during the period.

 

Operating activities

 

As of September 30, 2024, our cash flow used in operating activities is $81,332 for the period ended September 30, 2024 as compared to the net cash flow from operating activities of $11,886,808   in prior period. The decrease was mainly due to the turnaround of the net profit of $13.9 million from the net losses of $13.7 million in prior reporting period.

 

Investing activities

 

Cash provided used in investing activities was $nil for the period ended September 30, 2024 as compared to cash used in investing activities of $37,115,500 in prior period. The decrease is mainly due to no digital assets being purchased during the period.

 

Financing activities

 

Cash provided by our financing activities was $81,332 for the period ended September 30, 2024 as compared to cash provided by financing activities of $17,203,894. The decrease is mainly due to lesser in shareholders’ advance and no issuance of stock during the period as compared to the prior period.

 

Inflation

 

Inflation does not materially affect our business or the results of our operations.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Critical Accounting Policies

 

We prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”). GAAP represents a comprehensive set of accounting and disclosure rules and requirements. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Our actual results could differ from those estimates. We use historical data to assist in the forecast of our future results. Deviations from our projections are addressed when our financials are reviewed on a monthly basis. This allows us to be proactive in our approach to managing our business. It also allows us to rely on proven data rather than having to make assumptions regarding our estimates.

 

Recent Accounting Pronouncements

 

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company financial statements. 

 

20

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item pursuant to Item 305 of Regulation S-K.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures.

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

With respect to the period ended September 30, 2024, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

 

Based upon our evaluation regarding the period ended September 30, 2024, the Company’s management, including its Principal Executive Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Material weaknesses noted are lack of an audit committee, lack of a majority of outside directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and management is dominated by two individuals, without adequate compensating controls. However, management believes the financial statements and other information presented herewith are materially correct.

 

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment, management identified material weaknesses related to: (i) our internal audit functions; (ii) a lack of segregation of duties within accounting functions; and the lack of multiple levels of review of our accounting data. Based on this evaluation, our management concluded that as of September 30, 2024, 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.

 

21

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Wyoming Shareholder Lawsuits: Since mid-September 2023, Mr. Zheng Dai, Mr. Pijun Liu, and certain individuals under their control (the “Unauthorized Persons”) had been falsely and repeatedly holding themselves out as representing and/or authorized to represent the Company. For example, the Unauthorized Persons caused to be filed certain current reports on Forms 8-K dated September 28, 2023 and October 10, 2023, in which they purported to appoint new officers and directors. These filings were false and should be disregarded.

 

On September 28, 2023, a derivative lawsuit was filed by certain purported shareholders affiliated with the Unauthorized Persons in the United States District Court for the District of Wyoming against certain officers and directors of the Company, seeking control of the Company. This case was dismissed without prejudice on October 18, 2023.

 

On October 18, 2023, the same individuals who filed the above-described derivative suit filed a direct action against the Company in the Chancery Court of the State of Wyoming (the “Chancery Court”), again seeking control of the Company. The Company responded to the lawsuit, sought a temporary restraining order restraining the plaintiff-shareholders and their affiliates (including the Unauthorized Persons) from claiming to be in control of the Company.

 

In early 2024, the Court issued an order restraining the Unauthorized Persons from purporting to control the Company. The Unauthorized Persons’ lawsuit was subsequently dismissed with prejudice, meaning they can no longer attempt to assert control over the Company.

 

New York Loan Guarantee Litigation: In May 2024, certain non-U.S. Parties believed to be affiliated with the Unauthorized Persons described above filed a lawsuit in New York State court against many non-U.S. borrowers, alleging the borrowers have not paid certain loans. These lender-plaintiffs also sued the Company under alleged guarantees it allegedly signed to guarantee the loans at issue. The Company does not believe these guarantees were legitimate, nor that New York is the proper place for it. The Company has moved to dismiss.

 

Books and records litigation: In September 2024, the Unauthorized Persons filed a lawsuit in Wyoming State court for books and records. The Company does not believe the lawsuit has merit under Wyoming’s books and records statute and is defending this suit.

 

ITEM 1A. RISK FACTORS

 

We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide the information contained in this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No senior securities were issued and outstanding during the nine months ended September 30, 2024.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

22

 

ITEM 5. OTHER INFORMATION

 

Capitalization

 

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. The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503 to 1,054,364 shares, with the par value unchanged at zero.

 

The Reverse Stock Split is intended to more expediently enable the Company to regain compliance to achieve a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). As a result of the Reverse Stock Split, every one-for-one hundred and eighty-five (185) shares of the Company’s Common Stock then issued and outstanding will automatically, and without any action of the Company or any holder thereof, be combined, converted, and changed into one (1) validly issued and non-assessable share of Common Stock. No fractional shares will be issued to any shareholder, and in lieu of issuing any such fractional shares, the fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Common Stock.

 

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 4,351,280 shares issued with the total amount of $14,776,000 for the acquisition of 20% of associate company and loan conversion to equity, the Company’s common stock issued has been increased to 6,976,410 shares as of September 30, 2024.

 

Bitcoin Option Contract

 

On May 2, 2024, the Company entered into a Bitcoin Option Contract (the “Option Contract”) with the Association Seller. Under the Option Contract, the Association Seller agrees to sell, and the Company has the option to purchase, up to 20,000 BTC at a fixed price of US$60,000 per BTC over a three-year period commencing on May 2, 2024. The Company can exercise this option at any time during the three-year period, either in one or multiple transactions, as mutually agreed upon by both parties. Payments for the BTC can be made in cash or in the Company’s common stock, at the Company’s discretion. In addition, the Option Contract allows for an optional 10% advance payment in cash if agreed upon by both parties. Although the Option 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 Option Contract, it were the individual members of the Association Seller, not the Association Seller itself, who own the BTC to be sold under the Option Contract.

 

As of the date of this report, the Company has not paid any advance payment, nor exercised its option to purchase any BTC under the BTC Option Contract. Further, the Company does not intend to exercise its option to purchase any BTC under the BTC Option Contract.

 

The above description of the Option Contract does not purport to be complete, and is qualified in its entirety by reference to the full text of the Option Contract, a copy of which is attached to the Company’s Current Report on Form 8-K as Exhibit 10.2, filed with the SEC on May 6, 2024, which is incorporated by reference herein.

 

23

 

ITEM 6. EXHIBITS

 

Exhibit No.   Description
10.1   BTC Trading Contract, dated September 25, 2023, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE. LTD, as Party B (Seller)
10.2   Amendment Agreement, dated May 2, 2024, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE. LTD, as Party B (Seller)
10.3   Bitcoin Option Contract, dated May 2, 2024, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE. LTD, as Party B (Seller)
10.4   Contract Cancellation Agreement, dated June 20, 2024, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE. LTD, as Party B (Seller)
10.5   Bitcoin Option Contract Cancellation Agreement, dated June 20, 2024, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE. LTD, as Party B (Seller)
10.6   Amended and Restated BTC Trading Contract, dated September 24, 2024, between Next Technology Holding Inc., as Party A (Buyer) and ANTS INVESTMENT MANAGEMENT PTE. LTD, as Party B (Seller)
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 Filed herewith
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 Filed herewith
32.1   Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith
32.2   Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith
101   Financial statements from the quarterly report on Form 10-Q of Next Technology Holding Inc. for the fiscal quarter ended September 30, 2024, formatted in XBRL: (i) the Balance Sheet; (ii) the Statement of Income; (iii) the Statement of Cash Flows; and (iv) the Notes to the Financial Statements Filed herewith
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

24

 

SIGNATURES

 

Pursuant to the requirements of 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.
     
Date: December 23, 2024 By: /s/ Wei Hong Liu
    Wei Hong Liu
    Chief Executive Officer

 

         /s/ Eve Chan
 

Eve Chan

  Chief Financial Officer

 

 

25

 

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xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure nxtt:bitcoin

Exhibit 10.1 

 

BTC Trading Contract

 

Date: 25nd September, 2023

 

Party A (Buyer): WeTrade Group Inc.

 

Address: 109 E 17th Street, Cheyenne WY 82001-4543.

 

Party B (Seller): ANTS INVESTMENT MANAGEMENT PTE. LTD

 

Address: 2 VENTURE DRIVE #11-31 VISION EXCHANGE SINGAPORE (608526)

 

Whereas:

 

1. Party A has the legal right to purchase virtual currency and possesses the necessary financial capacity.

 

2. Party B legally owns the virtual currency and is willing to sell it to a qualified buyer.

 

3. Both parties have reached a mutual agreement through friendly negotiations regarding the purchase and sale of the virtual currency.

 

Based on the aforementioned premises, both parties, guided by principles of equality, voluntary consent, and good faith, have reached the following agreement:

 

Article 1: Virtual Currency Transaction

 

1.1 Party B agrees to sell its owned virtual currency to Party A, and Party A agrees to purchase the Bitcoin (“BTC”) sold by Party B.

 

1.2 Type and Quantity of Virtual Currency:

 

-Type:Bitcoin BTC

 

-Quantity: 6,000 BTC (Completed in batches of 12 months with 833 BTC in the first month)

 

Article 2: Transaction Price and Payment Method

 

2.1 Agreed Transaction Price: The agreed transaction price between the buyer and seller is 30,000/BTC, denominated in United States Dollars (USD). The price is locked for a period of 12 months. The buyer has the right and option to purchase up to 6,000 BTC from the seller within the 12-month validity period of the contract, at the locked price.

 

2.2 The buyer and seller agree to make payment in the following manner:

 

Party A will make payment in the form of cash or stocks to Party B or a third-party account designated by Party B.

 

 

 

 

Article 3: Delivery of Virtual Currency

 

3.1: Upon successful delivery of BTC from Party B to Party A and confirmation of accuracy by Party A, Party A shall issue the stocks to party B or a third party designated by party B.When Party A issues shares to Party B or a third party designated by Party B, the shares issued shall be subject to a lock-up for a period of 12 months upon confirmation by both parties, with the commencement date to be calculated from the date on which Party B or a third party designated by Party B holds the corresponding shares.

 

3.2: Party B shall ensure the safe and reliable delivery process of the virtual currency and provide relevant transaction records and certificates as proof of the transaction.

 

Article 4: Risks and Liabilities

 

4.1 From the date of completion of the transaction, the risks associated with the virtual currency shall be borne by Party A.

 

4.2 Party B guarantees that the virtual currency being sold is lawful and does not infringe upon any third-party legal rights. If any issues arise with the virtual currency provided by Party B, Party B shall bear the corresponding legal and compensation liabilities.

 

Article 5: Breach of Contract Liability

 

5.1 In the event that either party violates the provisions of this contract, they shall bear the corresponding breach of contract liability and compensate the other party for any losses incurred as a result.

 

5.2 In the event of a breach by either party, the other party shall have the right to terminate this contract and demand the breaching party to pay a penalty for the breach.The amount of corresponding breach is 10% of the total price of the BTC quantity of this contract, i.e., $18,000,000 (6000BTC*30000$/BTC*10%=18,000,000$).

  

Article 6: Confidentiality Clause

 

6.1 Both parties shall maintain strict confidentiality regarding any business, technical, financial, or other information they become aware of during the performance of this contract. Such information shall not be disclosed to any third party without the prior written consent of the other party.

 

 6.2 Without the written consent of the other party, neither party shall disclose, divulge, or use the confidential information of the other party to any third party.

 

Article 7: Dispute Resolution

 

7.1 The interpretation, performance, and resolution of disputes of this contract shall be governed by the laws of New York, United States.

 

7.2 In the event of any dispute arising between the two parties during the performance of this contract, they shall seek an amicable resolution through friendly negotiation. If a resolution cannot be reached through negotiation, the dispute shall be submitted to a competent court for resolution.

 

2

 

 

Article 8: Other Provisions

 

8.1 This contract shall come into effect and be legally binding from the date of signing or sealing by the representatives of both parties.

 

8.2 This contract is made in duplicate, with each party holding one copy, and both copies have equal legal effect.

 

Party A: WeTrade Group Inc.    Party B: ANTS INVESTMENT MANAGEMENT PTE. LTD
       

Address: 109 E 17th Street, Cheyenne WY

82001-4543.

  Address: 2 VENTURE DRIVE #11-31 VISION EXCHANGE SINGAPORE (608526)
       
Signature/Seal: /s/ Weihong Liu   Signature/Seal:  /s/ Bo Li
       
Title: CEO   Title: Director
       
Date: 25th September, 2023   Date: 25th September, 2023

 

 

3

 

Exhibit 10.2

 

Amendment Agreement

 

THIS AMENDMENT AGREEMENT is made the 2ndday of May, 2024

 

BETWEEN

 

Party A (Buyer): Next Technology Holding Inc. (formerly known as WeTrade Group Inc.)

 

and

 

Party B (Seller): ANTS INVESTMENT MANAGEMENT PTE. LTD

 

WHEREAS

 

(A)The Seller and the Buyer entered into a BTC Trading Contract on September 25, 2023 (Schedule I); and

 

(B)The Buyer has purchased 833 Bitcoins (“BTC”) from the Seller, and the Buyer has the option to purchase additional BTC pursuant to the terms and conditions of the BTC Trading Contract; and

 

(C)The Seller and the Buyer have now agreed to enter into this Amendment Agreement (the “Amendment”) wherein the Buyer would exercise certain portion of its options under the BTC Trading Contract.

 

NOW THEREFORE IT IS AGREED as follows:

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 Definitions

 

In this Amendment:

 

Business Day”:means 9:00 a.m. to 5:00 p.m. on any day (other than a Saturday) on which banks in Hong Kong and U.S. are open for the transaction of normal banking business.

 

Company”:means Next Technology Holding Inc.

 

Completion”:means completion of the sale and purchase of the BTC pursuant to Clause 2.

 

Consideration”:means the total consideration to be paid by the Buyer to the Seller for the BTC pursuant to Clause 2.

 

Effective Date”:means May 2nd, 2024.

 

Encumbrances”: means any mortgage, charge, pledge, lien, option, right of first refusal, right of pre-emotion, third party interest, priority or any other encumbrance or security interest of any kind and of whatsoever nature over or in any property, assets or rights of whatsoever nature and includes any agreement or obligation or grant for any of the same.

 

Parties”:means the parties to this Amendment and “Party” means any of them.

 

1.2 The headings to the Clauses of this Amendment are for ease of reference only and shall be ignored in interpreting this Amendment.

 

 

 

 

1.3 Reference to Clauses, Schedules and Recitals are references to clauses, schedules and recitals of this Amendment and all shall form part of this Amendment.

 

1.4 Words and expressions in the singular include the plural and vice verse and words importing a gender include every gender.

 

1.5 Reference to person include any public body’s and any body of persons, corporate or unincorporated.

 

1.6 Reference to ordinances, statutes, legislation or enactments shall be construed as a reference to such ordinances, statutes, legislation or enactments as may be amended or re0enacted from time to time and for the time being in force.

 

1.7 All warranties, representations, indemnities, covenants, agreements and obligations given or entered into by the Seller are given or entered into jointly and severally by all of them.

 

1.8 Unless a contrary indication appears in this Amendment, a term defined in the BTC Trading Contract has the same meaning in this Amendment.

 

1.9 Unless a contrary indication appears in this Amendment, the principles of construction set out in the BTC Trading Contract shall have effect as if set out in, and referring to, this Amendment.

 

2. AMENDMENT

 

With effect on and from the date of the Effective Date, the BTC Trading Contract shall be amended as follows:

 

(A)Clause 2.3 shall be added to Article 2 the BTC Trading Contract:

 

2.3 To exercise the Buyer’s option under Clause 1.2, the Buyer has decided to purchase 5,000 BTC from the Seller under the lock-up price of US$30,000 per BTC, as the Consideration shall be US$ 150,000,000 for 5,000 BTC. The Buyer and Seller have agreed that the payment for the Consideration shall be made in the following manner: the Buyer will transfer 40,000,000 of its common stock plus 80,000,000 warrant shares to the Seller. The shareholding entity designated by the Seller for holding the above-mentioned common stocks and warrants shall be listed below. (ScheduleⅡ)

 

(B)Article 3 of the BTC Trading Contract shall be amended by deleting it in its entirety and replacing it with the following:

 

3.1 Party B is responsible to ensure the safe and reliable delivery process of the virtual currency and provide to the commissioner of Party A with relevant transaction records and certificates as proof of the transaction.

 

2

 

 

(C)Article 4 of the BTC Trading Contract shall be amended by deleting it in its entirety and replacing it with the following:

 

4.1 The Seller guarantees that the BTC being sold is lawful, free of encumbrance and does not infringe upon any third-party legal rights. The Seller agrees indemnify and hold the Buyer harmless against any and all claims, demands, suits or other forms of liability arising out of the BTC sold under this Amendment.

 

(D)Article 7 of the BTC Trading Contract shall be amended by deleting it in its entirety and replacing it with the following:

 

7.1 Any dispute, controversy, difference or claim arising out of or relating to this BTC Trading Contract and its Amendment, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Center (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

 

3. COSTS AND EXPENSES

 

The Seller and the Buyer shall pay for its own costs and expenses incidental to this Amendment.

 

4. SPECIFIC PERFORMANCE

 

The Parties agree that irreparable damage would occur if any provision of this Amendment were not performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Amendment or to enforce specifically the performance of the terms and provisions hereof in the courts of Hong Kong, in addition to any other remedy to which they are entitled at law or equity. The Parties hereby waive, in any action for specific performance, the defence of adequacy of a remedy at law and the posting of any bond or other security in connection there with. Without limitation the generality of the foregoing, the Parties agree that the Buyer shall be entitled to specific performance against the Seller to cause any such entity to consummate the Completion of the BTC purchase under this Amendment.

 

The Buyer     The Seller
     
Next Technology Holding Inc.     ANTS INVESTMENT MANAGEMENT PTE. LTD
       
By: /s/ Weihong Liu   By: /s/ Bo Li        
Name:  Weihong Liu   Name: Bo Li
Title:     Title:  

 

3

 

 

Schedule I

 

BTC Trading Contract

 

Date: 25nd September, 2023

 

Party A (Buyer): WeTrade Group Inc.

 

Address: 109 E 17th Street, Cheyenne WY 82001-4543.

 

Party B (Seller):

 

Address:

 

Whereas:

 

1. Party A has the legal right to purchase virtual currency and possesses the necessary financial capacity.

 

2. Party B legally owns the virtual currency and is willing to sell it to a qualified buyer.

 

3. Both parties have reached a mutual agreement through friendly negotiations regarding the purchase and sale of the virtual currency.

 

Based on the aforementioned premises, both parties, guided by principles of equality, voluntary consent, and good faith, have reached the following agreement:

 

Article 1: Virtual Currency Transaction

 

1.1 Party B agrees to sell its owned virtual currency to Party A, and Party A agrees to purchase the Bitcoin (“BTC”) sold by Party B.

 

1.2 Type and Quantity of Virtual Currency:

 

-Type:Bitcoin BTC

 

-Quantity: 6,000 BTC (Completed in batches of 12 months with 833 BTC in the first month)

 

Article 2: Transaction Price and Payment Method

 

2.1 Agreed Transaction Price: The agreed transaction price between the buyer and seller is 30,000/BTC, denominated in United States Dollars (USD). The price is locked for a period of 12 months. The buyer has the right and option to purchase up to 6,000 BTC from the seller within the 12-month validity period of the contract, at the locked price.

 

2.2 The buyer and seller agree to make payment in the following manner:

 

Party A will make payment in the form of cash or stocks to Party B or a third-party account designated by Party B.

 

4

 

 

Article 3: Delivery of Virtual Currency

 

3.1: Upon successful delivery of BTC from Party B to Party A and confirmation of accuracy by Party A, Party A shall issue the stocks to party B or a third party designated by party B.When Party A issues shares to Party B or a third party designated by Party B, the shares issued shall be subject to a lock-up for a period of 12 months upon confirmation by both parties, with the commencement date to be calculated from the date on which Party B or a third party designated by Party B holds the corresponding shares.

 

3.2: Party B shall ensure the safe and reliable delivery process of the virtual currency and provide relevant transaction records and certificates as proof of the transaction.

 

Article 4: Risks and Liabilities

 

4.1 From the date of completion of the transaction, the risks associated with the virtual currency shall be borne by Party A.

 

4.2 Party B guarantees that the virtual currency being sold is lawful and does not infringe upon any third-party legal rights. If any issues arise with the virtual currency provided by Party B, Party B shall bear the corresponding legal and compensation liabilities.

 

Article 5: Breach of Contract Liability

 

5.1 In the event that either party violates the provisions of this contract, they shall bear the corresponding breach of contract liability and compensate the other party for any losses incurred as a result.

 

5.2 In the event of a breach by either party, the other party shall have the right to terminate this contract and demand the breaching party to pay a penalty for the breach.The amount of corresponding breach is 10% of the total price of the BTC quantity of this contract, i.e., $18,000,000 (6000BTC*30000$/BTC*10%=18,000,000$).

  

Article 6: Confidentiality Clause

 

6.1 Both parties shall maintain strict confidentiality regarding any business, technical, financial, or other information they become aware of during the performance of this contract. Such information shall not be disclosed to any third party without the prior written consent of the other party.

 

 6.2 Without the written consent of the other party, neither party shall disclose, divulge, or use the confidential information of the other party to any third party.

 

5

 

 

Article 7: Dispute Resolution

 

7.1 The interpretation, performance, and resolution of disputes of this contract shall be governed by the laws of New York, United States.

 

7.2 In the event of any dispute arising between the two parties during the performance of this contract, they shall seek an amicable resolution through friendly negotiation. If a resolution cannot be reached through negotiation, the dispute shall be submitted to a competent court for resolution.

 

Article 8: Other Provisions

 

8.1 This contract shall come into effect and be legally binding from the date of signing or sealing by the representatives of both parties.

 

8.2 This contract is made in duplicate, with each party holding one copy, and both copies have equal legal effect.

  

Party A: WeTrade Group Inc.  Party B:
Address: 109 E 17th Street, Cheyenne WY 82001-4543. Address:
   
Signature/Seal Signature/Seal
   
Title: CEO Title: Director
Date: 25th September, 2023 Date: 25th September, 2023

 

6

 

 

Schedule Ⅱ

 

Schedule of shareholding entity designated by the Seller 

 

The Buyer agrees to issue an aggregate of 40,000,000 shares common stock at $3.75 per share and 80,000,000 warrant shares for the acquisition of 5,000 BTC.

 

shareholding entities  shares of common
stock to issue
   warrant shares in common
stock purchase warrant
 
QUANTUMCORE LIMITED   8,700,000    17,400,000 
SYNAPSENET LIMITED   8,800,000    17,600,000 
CLOUDMIND LIMITED   3,800,000    7,600,000 
EVOLVETECH LIMITED   1,000,000    2,000,000 
INFITEX LIMITED   2,000,000    4,000,000 
INNOVEXA LIMITED   2,000,000    4,000,000 
SPECTRUMTECH LIMITED   2,000,000    4,000,000 
INNOVATRIX LIMITED   1,900,000    3,800,000 
NEURONIC LIMITED   2,000,000    4,000,000 
DIGIFORGE LIMITED   2,000,000    4,000,000 
CYPHERNET LIMITED   1,900,000    3,800,000 
PROTONTECH LIMITED   2,000,000    4,000,000 
LUMINATECH LIMITED   1,900,000    3,800,000 
TOTAL   40,000,000    80,000,000 

 

 

7

 

 

Exhibit 10.3

 

Bitcoin Option Contract

 

Date: May 2nd , 2024(the “Effective Date”)

 

Party A (Buyer): Next Technology Holding Inc.

 

Party B (Seller): ANTS INVESTMENT MANAGEMENT PTE. LTD

 

Whereas:

 

1. Party A has the legal right to purchase virtual currency and possesses the necessary financial capacity.

 

2. Party B legally owns the virtual currency and is willing to sell it to a qualified buyer.

 

3. Both parties have reached a mutual agreement through friendly negotiations regarding the purchase and sale of the virtual currency.

 

Based on the aforementioned premises, both parties, guided by principles of equality, voluntary consent, and good faith, have reached the following agreement:

 

Article 1: Virtual Currency Transaction

 

1.1 Party B agrees to sell its owned virtual currency to Party A, and Party A agrees to purchase the Bitcoin (“BTC”) sold by Party B, pursuant to Article 2 of this Contract.

 

1.2 Type and Quantity of Virtual Currency:

 

-Type:Bitcoin BTC

 

-Quantity:20,000 BTC

 

Article 2: Transaction Price and Payment Method

 

2.1 Agreed Transaction Price: The agreed transaction price between the buyer and seller is 60,000/BTC, denominated in United States Dollars (USD). The price is locked for a period of 3years. The Buyer has the right and option to purchase up to 20,000 BTC from the seller within the 3 years subsequent to the effective date (the “Option Period”) of this Contract, at the locked price.

 

2.2 The Buyer and Seller have agreed that payments can be made in the following manner:

 

The Buyer can make payment in the form of cash or common stocks issued to the Seller or a third-party designated by the Seller.

 

2.3 Transactions can be divided into multiple batches during the Option Period, and each batch of transactions can be initiated at any time based on mutual agreement. If both parties agree to make payment in cash regarding a particular batch of transactions, the Buyer shall make a prepayment of no more than 10% of the purchase amount in advance.

 

 

 

 

Article 3: Delivery of Virtual Currency

 

The Seller is responsiable to ensure the safe and reliable delivery process of the virtual currency and provide to the commissioner of Party A with relevant transaction records and certificates as proof of the delivery for the transaction. 

 

Article 4: Risks and Liabilities

 

The Seller guarantees that the BTC being sold is lawful, free of encumbrance and does not infringe upon any third-party legal rights. The Seller agrees indemnify and hold the Buyer harmless against any and all claims, demands, suits or other forms of liability arising out of the BTC sold.

 

Article 5: Breach of Contract Liability

 

5.1 In the event that either party violates the provisions of this contract, they shall bear the corresponding breach of contract liability and compensate the other party for any losses incurred as a result.

 

5.2 In the event of a breach by either party, the other party shall have the right to terminate this contract and demand the breaching party to pay a penalty for the breach.

  

Article 6: Confidentiality Clause

 

6.1 Both parties shall maintain strict confidentiality regarding any business, technical, financial, or other information they become aware of during the performance of this contract. Such information shall not be disclosed to any third party without the prior written consent of the other party.

 

 6.2 Without the written consent of the other party, neither party shall disclose, divulge, or use the confidential information of the other party to any third party.

 

Article 7: Dispute Resolution

 

Any dispute, controversy, difference or claim arising out of or relating to this BTC Trading Contract and its Amendment, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Center (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. 

 

Article 8: Other Provisions

 

8.1 This contract shall come into effect and be legally binding from the date of signing or sealing by the representatives of both parties.

 

8.2 This contract is made in duplicate, with each party holding one copy, and both copies have equal legal effect.

  

Party A: Next Technology Holding Inc.    Party B: ANTS INVESTMENT MANAGEMENT PTE. LTD
         
Signature/Seal:  /s/ Weihong Liu   Signature/Seal:  /s/ Bo Li
Title: CEO   Title: Director
Date: May 2nd, 2024   Date: May 2nd, 2024

 

 

 

 

Exhibit 10.4

 

Contract Cancellation Agreement

 

This Contract Cancellation Agreement is made and entered into as of [Jun 20th 2024] by and between [Next Technology Holding Inc.], hereinafter referred to as “Party A,” and [ANTS INVESTMENT MANAGEMENT PTE. LTD], hereinafter referred to as “Party B.”

 

WHEREAS, Party A and Party B entered into an Amendment Agreement dated May 2nd 2024 for purchasing 5,000 BTC.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Cancellation of the Amendment Agreement

 

The parties hereby agree to cancel the Original Contract in its entirety. As of the effective date of this agreement, neither party shall have any further obligations or liabilities under the Original Contract.

 

2. Confidentiality

 

The parties agree to maintain the confidentiality of all information obtained during the course of the Original Contract, except as required by law or as necessary for the enforcement of this agreement.

 

3. Entire Agreement

 

This agreement constitutes the entire agreement between the parties with respect to the cancellation of the Original Contract and supersedes all prior agreements and understandings, oral or written, relating to the subject matter hereof.

 

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Contract Cancellation Agreement as of the date first above written.

 

Party A: Next Technology Holding Inc.  
     
By: /s/ Weihong Liu  
     
Party B: ANTS INVESTMENT MANAGEMENT PTE. LTD  
     
By: /s/ Bo Li                                                  

 

 

 

 

 

Exhibit 10.5

 

Bitcoin Option Contract Cancellation Agreement

 

This Contract Cancellation Agreement is made and entered into as of [Jun 20th 2024] by and between [Next Technology Holding Inc.], hereinafter referred to as “Party A,” and [ANTS INVESTMENT MANAGEMENT PTE. LTD], hereinafter referred to as “Party B.”

 

WHEREAS, Party A and Party B entered into a Bitcoin Option Contract dated May 2nd 2024 for purchasing 20,000 BTC.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Cancellation of the Bitcoin Option Contract

 

The parties hereby agree to cancel the Original Contract in its entirety. As of the effective date of this agreement, neither party shall have any further obligations or liabilities under the Original Contract.

 

2. Confidentiality

 

The parties agree to maintain the confidentiality of all information obtained during the course of the Original Contract, except as required by law or as necessary for the enforcement of this agreement.

 

3. Entire Agreement

 

This agreement constitutes the entire agreement between the parties with respect to the cancellation of the Original Contract and supersedes all prior agreements and understandings, oral or written, relating to the subject matter hereof.

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Contract Cancellation Agreement as of the date first above written.

 

Party A: Next Technology Holding Inc.  
     
By: /s/ Weihong Liu  
     
Party B: ANTS INVESTMENT MANAGEMENT PTE. LTD  
     
By: /s/ Bo Li                                                      

 

 

 

 

 

Exhibit 10.6

 

Amended and Restated BTC Trading Contract

 

Date: Sep 24th, 2024

 

Party A (“Buyer”):Next Technology Holding Inc. (formerly known as WeTrade Group Inc.)

Address: 109 E 17th Street, Cheyenne WY 82001-4543.

 

Party B (“Seller”): ANTS INVESTMENT MANAGEMENT PTE. LTD

Address: 2 VENTURE DRIVE #11-31 VISION EXCHANGE SINGAPORE (608526)

 

WHEREAS:

 

(A) The Seller and the Buyer entered into a BTC Trading Contract on September 25, 2023 (the “BTC Trading Contract”);

 

(B) The Buyer has purchased 833 Bitcoins (“BTC”) from the Seller, and intended to exercise the option to purchase additional BTC pursuant (the “Option”) to the terms and conditions of the BTC Trading Contract;

 

(C) In order to exercise the Option, the Seller and the Buyer entered into an Amendment Agreement on May 2, 2024 to amend the BTC Trading Contract (the “Amendment”);

 

(D) As of the date hereof, the Seller and the Buyer has not consummated the transactions contemplated by the Amendment, and the exercise period of the Option contemplated under the BTC Trading Contract is expiring; and

 

(E) The Seller and the Buyer have now agreed to enter into this Amended and Restated BTC Trading Contract (this “Agreement”) to extend the exercise period of the Option and revise certain terms and conditions of the Option exercise.

 

Based on the aforementioned premises, both parties, guided by principles of equality, voluntary consent, and good faith, have reached the following agreement:

 

Article 1:Definitions

 

In this Agreement:

 

Business Day”: means 9:00 a.m. to 5:00 p.m. on any day (other than a Saturday) on which banks in Hong Kong and U.S. are open for the transaction of normal banking business.

 

Company”: means Next Technology Holding Inc.

 

Completion”: means completion of the sale and purchase of the BTC pursuant to Clause 2.

 

Consideration”: means the total consideration to be paid by the Buyer to the Seller for the BTC pursuant to Clause 2.

 

 

 

Effective Date”: means Sep 24th, 2024.

 

Encumbrances”: means any mortgage, charge, pledge, lien, option, right of first refusal, right of pre-emotion, third party interest, priority or any other encumbrance or security interest of any kind and of whatsoever nature over or in any property, assets or rights of whatsoever nature and includes any agreement or obligation or grant for any of the same.

 

Parties”: means the parties to this Agreement and “Party” means any of them.

 

Per Share Price”: means the sum of (1) the closing price of the Buyer’s common stock on the NASDAQ by the end of the trading day immediately prior to the Effective Date and (2) $0.01.

 

Total Common Stock Number”: means the number equal to (1) $150,000,000, divided by (2) the Per Share Price.

 

Article 2: Virtual Currency Transaction

 

2.1 Party B agrees to sell its owned virtual currency to Party A, and Party A agrees to purchase the Bitcoin ("BTC") sold by Party B.

 

2.2 Type and Quantity of Virtual Currency:

 

-Type:Bitcoin BTC

 

-Quantity: Option to purchase 5,167 BTC (Completed in batches within 12 months following the Effective Date)

 

Article 3: Transaction Price and Payment Method

 

3.1 Agreed Transaction Price: The agreed transaction price between the Buyer and Seller is 30,000/BTC, denominated in United States Dollars (USD). The price is locked for a period of 12 months following the Effective Date. The buyer has the right and option to purchase up to 5,167 BTC from the seller within the 12-month validity period of the contract, at the locked price.

 

3.2 The Buyer and Seller agree to make payment in the following manner:

 

Party A will make payment in the form of cash or stocks to Party B or a third-party account designated by Party B.

 

3.3 To exercise the Buyer’s option under Clause 2.2 in respect of 5,000 BTC, the Buyer has prepaid the Seller $12,125,500 in cash and agrees to pay the remaining Consideration in the form of the shares of common stock of the Buyer in accordance with the following terms: the Buyer will issue to the Seller (1) such number of shares of common stock of the Buyer equal to (a) $137,874,500 divided by (b) the Per Share Price, and (2) a warrant, substantially in the form of Exhibit A attached hereto, to purchase such number of shares of common stock of the Buyer equal to two (2) times of the Total Common Stock Number (subject to any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock of the Buyer). The shareholding entities designated by the Seller for holding the above-mentioned common stock and warrant shall be listed below. (Schedule I)

 

2

 

 

Article 4: Delivery of Virtual Currency

 

4.1 Party B is responsible to ensure the safe and reliable delivery process of the virtual currency and provide to the commissioner of Party A with relevant transaction records and certificates as proof of the transaction.

 

4.2: Party B shall ensure the safe and reliable delivery process of the virtual currency and provide relevant transaction records and certificates as proof of the transaction.

 

Article 5: Risks and Liabilities

 

5.1 The Seller guarantees that the BTC being sold is lawful, free of encumbrance and does not infringe upon any third-party legal rights. The Seller agrees indemnify and hold the Buyer harmless against any and all claims, demands, suits or other forms of liability arising out of the BTC sold under this Amendment.

 

5.2 Party B guarantees that the virtual currency being sold is lawful and does not infringe upon any third-party legal rights. If any issues arise with the virtual currency provided by Party B, Party B shall bear the corresponding legal and compensation liabilities.

 

Article 6: Breach of Contract Liability

 

6.1 In the event that either party violates the provisions of this contract, they shall bear the corresponding breach of contract liability and compensate the other party for any losses incurred as a result.

 

6.2 In the event of a breach by either party, the other party shall have the right to terminate this contract and demand the breaching party to pay a penalty for the breach. The amount of corresponding breach is 10% of the total price of the BTC quantity of this contract, i.e., $18,000,000 (6000BTC*30000$/BTC*10%=18,000,000$).

  

Article 7: Confidentiality Clause

 

7.1 Both parties shall maintain strict confidentiality regarding any business, technical, financial, or other information they become aware of during the performance of this contract. Such information shall not be disclosed to any third party without the prior written consent of the other party.

 

7.2 Without the written consent of the other party, neither party shall disclose, divulge, or use the confidential information of the other party to any third party.

 

3

 

 

Article 8: Dispute Resolution

 

8.1 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Center (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. 

 

Article 9: Other Provisions

 

9.1 This Agreement shall come into effect and be legally binding from the date of signing or sealing by the representatives of both parties.

 

9.2 This Agreement is made in duplicate, with each party holding one copy, and both copies have equal legal effect.

 

9.3 Upon the effectiveness of this Agreement, the BTC Trading Contract, as amended by the Amendment, shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect.

 

Party A: Next Technology Holding Inc.    Party B: ANTS INVESTMENT MANAGEMENT PTE. LTD
Address: 109 E 17th Street, Cheyenne WY
82001-4543.
  Address: 2 VENTURE DRIVE #11-31 VISION EXCHANGE SINGAPORE (608526)
         
Signature/Seal: /s/ Weihong Liu   Signature/Seal: /s/ Bo Li
         
Title:     Title:  
Date: Sep 24th , 2024   Date: Sep 24th, 2024

 

4

 

 

Exhibit A

 

Form of Amended and Restated Common Stock Purchase Warrant

 

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT

 

NEXT TECHNOLOGY HOLDING INC.

 

Warrant Shares: [●] Initial Exercise Date: [●]  , 2024

 

THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [name of Holder] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Next Technology Holding Inc., a Wyoming corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Company and the Holder each acknowledge and agree that this Warrant replaces that certain Common Stock Purchase Warrant issued by the Company to the Holder on [●] (the “Prior Warrant”). Upon the issuance of this Warrant, the Prior Warrant shall be deemed amended and restated and superseded and replaced in its entirety by this Warrant, and shall be of no further force or effect.

 

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Amended and Restated BTC Trading Contract, dated [●] , 2024, among the Company and the holder signatory thereto.

 

 

1Insert the date that is the 5 year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, insert the immediately following Trading Day.

 

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Section 2. Exercise.

 

a)  Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within two (2) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

 

b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be equal to the par value of Common Stock set forth in the Company’s Articles of Incorporation, dated March 28, 2019, as amended from time to time, subject to adjustment hereunder (the “Exercise Price”).

 

c) Reserved.

 

d)  Mechanics of Exercise.

 

i.  Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

 

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VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

 

iv.  Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 

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v.  No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

 

vii.  Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

 

e)  Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

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Section 3. Certain Adjustments.

 

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re- classification.

 

b) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

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c) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) or Section 2(f) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) or Section 2(f) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of (1) the 30 day volatility, (2) the 100 day volatility or (3) the 365 day volatility, each of clauses (1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e), (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

 

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d) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 

e) Notice to Holder.

 

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

 

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

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Section 4. Transfer of Warrant.

 

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

 

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

d)  Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144.

 

e)  Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

 

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Section 5. Miscellaneous.

 

a)  No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

 

b)  Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 

c)  Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

 

d)  Authorized Shares.

 

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

 

13

 

 

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

 

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 

e)  Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Amended and Restated BTC Trading Contract.

 

f)   Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

 

g)  Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Amended and Restated BTC Trading Contract, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 

h)  Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Amended and Restated BTC Trading Contract.

 

14

 

 

i)   Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

j)   Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

 

k)  Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

 

l)   Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

 

m)  Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 

n)  Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

 

********************

 

(Signature Page Follows)

 

15

 

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

  NEXT TECHNOLOGY HOLDING INC.

  

  By:  
    Name: Weihong Liu
    Title:   CEO

 

16

 

 

NOTICE OF EXERCISE

 

TO:NEXT TECHNOLOGY HOLDING INC.

 

(1) The undersigned hereby elects to purchase_________________Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of lawful money of the

 

United States.

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

______________________________ 

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

______________________________

 

______________________________

 

______________________________

 

(4)  Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: ___________________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _____________________________________________________________

Name of Authorized Signatory: _______________________________________________________________________________

Title of Authorized Signatory: ________________________________________________________________________________

Date: ____________________________________________________________________________________________________

 

17

 

 

ASSIGNMENT FORM

 

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

 

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

Name:    
  (Please Print)   
     
Address:    
  (Please Print)  
     
Phone Number:    
     
Email Address:    

 

Dated:_________________, _______

 

Holder’s Signature: ________________________

 

Holder’s Address: _________________________

 

18

 

 

Schedule I

 

Schedule of shareholding entity designated by the Seller* 

 

The Buyer has prepaid the Seller $12,125,500 in cash and agrees to pay the remaining Consideration by issuing an aggregate of [135,171,078] shares common stock at $[1.02]per share and warrant to purchase [294,117,647] shares for the acquisition of 5,000 BTC.

 

shareholding entities  shares of common
stock to issue
   warrant shares in common
stock purchase warrant
 
QUANTUMCORE LIMITED   6,217,870    13,529,412 
SYNAPSENET LIMITED   13,381,937    29,117,647 
CLOUDMIND LIMITED   12,841,252    27,941,176 
EVOLVETECH LIMITED   12,435,739    27,058,824 
INFITEX LIMITED   13,111,595    28,529,412 
INNOVEXA LIMITED   6,488,211    14,117,647 
SPECTRUMTECH LIMITED   13,246,766    28,823,529 
INNOVATRIX LIMITED   6,488,211    14,117,647 
NEURONIC LIMITED   13,246,766    28,823,529 
DIGIFORGE LIMITED   6,488,211    14,117,647 
CYPHERNET LIMITED   6,217,870    13,529,412 
PROTONTECH LIMITED   13,111,595    28,529,412 
LUMINATECH LIMITED   11,895,055    25,882,353 
TOTAL   135,171,078    294,117,647 

 

*share price and share numbers set forth in this schedule to be filled out upon the execution of this Agreement

 

 

19

 

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 15 U.S.C. SECTION 7241, AS

ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Liu Wei Hong, certify that:

 

1 I have reviewed the quarterly report on Form 10-Q/A of Next Technology Holding Inc., a Wyoming corporation, for the period ended September 30, 2024, as filed with the Securities and Exchange Commission;
   
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3 Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
   
4 The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5 The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date:  December 23, 2024 /s/ Wei Hong Liu
  Liu Wei Hong
  Chief Executive Officer

 

Exhibit 31.2

 

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Eve Chan, certify that:

 

1 I have reviewed the Quarterly Report on Form 10-Q/A of Next Technology Holding Inc., a Wyoming corporation, for the period ended September 30, 2024, as filed with the Securities and Exchange Commission;
   
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3 Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for, the periods presented in this report;
   
4 The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5 The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: December 23, 2024 /s/ Eve Chan
  Eve Chan
  Chief Financial Officer

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Liu Wei Hong, Chief Executive Officer of Next Technology Holding Inc. (the “Company”), do hereby certify, in connection with Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2024 (the “Report”) of the Company, the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: December 23, 2024 By: /s/ Wei Hong Liu
    Liu Wei Hong
    Chief Executive Officer
    (principal executive officer)

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Eve Chan, Chief Financial Officer of Next Technology Holding Inc . (the “Company”), do hereby certify, in connection with Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2024 (the “Report”) of the Company, the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: December 23, 2024 By: /s/ Eve Chan
    Eve Chan
    Chief Financial Officer
    (principal financial officer)

 

v3.24.4
Cover - shares
9 Months Ended
Sep. 30, 2024
Dec. 23, 2024
Document Information [Line Items]    
Document Type 10-Q/A  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Amendment Flag true  
Amendment Description Next Technology Holding Inc. (formerly known as WeTrade Group Inc. (the “Company”)) is filing this Amendment No.2 (the “Amendment”) to the Quarterly Report on Form 10-Q for the period ended September 30, 2024, originally filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2024 (the “Original Filing”), to amend our disclosures in relation to the digital assets and prepayment of digital assets.This Amendment No.2 amends the Original Filing and the Amended Quarterly Report on Form 10-Q/A of the Company for the quarterly period ended September 30, 2024 filed on December 9, 2024 (the “Amendment No.1”). The purpose of this Amendment No.2 is to include signed and dated copies of the BTC Trading Contract and BTC Option Contract.In accordance with the applicable SEC rules, this Amendment No.2 includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, from our Chief Executive Officer and Chief Financial Officer.Except as described above, this Form 10-Q/A does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Form 10-Q/A does not reflect or purport to reflect any information or events occurring after the original filing date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Form 10-Q/A should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity Information [Line Items]    
Entity Registrant Name Next Technology Holding Inc.  
Entity Central Index Key 0001784970  
Entity File Number 001-41450  
Entity Tax Identification Number 00-0000000  
Entity Incorporation, State or Country Code WY  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Incorporation, Date of Incorporation Mar. 28, 2019  
Entity Contact Personnel [Line Items]    
Entity Address, Address Line One Room 519, 05/F Block T3  
Entity Address, Address Line Two Qianhai Premier Finance Centre Unit 2  
Entity Address, Address Line Three Guiwan Area  
Entity Address, City or Town Shenzhen  
Entity Address, Country CN  
Entity Address, Postal Zip Code 100020  
Entity Phone Fax Numbers [Line Items]    
City Area Code (86)  
Local Phone Number 158 2117 2322  
Entity Listings [Line Items]    
Entity Common Stock, Shares Outstanding   6,976,410
v3.24.4
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 668,387 $ 668,387
Digital assets 53,037,144 35,137,576
Prepayments 12,125,500 12,125,500
Total current assets 66,037,755 48,931,463
Non-current assets:    
Investment in associate company 13,396,000
Total assets 79,433,755 48,931,463
Current liabilities:    
Account payables 800,000
Tax payable 130,415 130,415
Other payables 1,082,500 1,600,000
Total current liabilities 2,691,503 4,223,087
Non-current liabilities:    
Deferred tax liabilities 2,666,078
Total liabilities 5,357,581 4,223,087
Stockholders’ equity:    
Common stock; no par value; 6,976,410 and 2,625,130 issued and outstanding on September 30, 2024 and December 31, 2023 respectively 71,718,790 56,348,650
Retained Earnings /(Accumulated Deficits) 2,357,384 (11,640,274)
Total stockholders’ equity 74,076,174 44,708,376
Total liabilities and stockholders’ equity 79,433,755 48,931,463
Third Party    
Current assets:    
Accounts receivable-third parties, net 1,000,000
Related Party    
Current assets:    
Amount due from related parties 206,724
Current liabilities:    
Amount due to related parties $ 1,478,588 $ 1,692,672
v3.24.4
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock; par value (in Dollars per share) (in Dollars per share)
Common stock, shares issued 6,976,410 2,625,130
Common stock, shares outstanding 6,976,410 2,625,130
v3.24.4
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Total service revenue
Cost of revenue (270,864) (270,864)
Gross Profit 1,229,136 1,229,136
Operating expenses        
General and administrative expense (566,983) (234,800) (1,242,128) (537,576)
Total operating expenses (566,983) (234,800) (1,242,128) (537,576)
(Loss)/ Profit from operations (566,983) 994,336 (1,242,128) 691,560
Other income/(loss) 2,303,789 (14,406,397) 17,899,568 (14,406,396)
Profit/ (loss) before income taxes 1,736,806 (13,412,061) 16,657,440 (13,714,836)
Income tax expenses (364,730) (2,666,078)
Net profit/ (loss) from continuing operation 1,372,076 (13,412,061) 13,991,362 (13,714,836)
Net profit/ (loss) from discontinued operation 6,296 301,392 6,296 (1,552,178)
Total comprehensive profit/ (loss) $ 1,378,372 $ (13,110,669) $ 13,997,658 $ (15,267,014)
Earnings /(Loss) per share, basic from continuing operation (in Dollars per share) $ 0.2 $ (9.47) $ 2.59 $ (11.66)
Earnings /(Loss) per share, diluted from continuing operation (in Dollars per share) 0.2 (9.47) 2.59 (11.66)
Earnings /(Loss) per share, basic from discontinued operation (in Dollars per share) 0.001 0.21 0.001 (1.32)
Earnings /(Loss) per share, diluted from discontinued operation (in Dollars per share) $ 0.001 $ 0.21 $ 0.001 $ (1.32)
Weighted-average shares outstanding, basic (in Shares) 6,976,410 1,416,813 5,404,232 1,176,618
Weighted-average shares outstanding, diluted (in Shares) 6,976,410 1,416,813 5,404,232 1,176,618
Service Revenue        
Total service revenue $ 1,500,000 $ 1,500,000
v3.24.4
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) - USD ($)
Common Stock
Accumulated Deficits
Accumulated Other Comprehensive Income
Total
Balance at Dec. 31, 2022 $ 43,732,196 $ (1,714,858) $ (310,576) $ 41,706,762
Balance (in Shares) at Dec. 31, 2022 1,054,530      
Stock issued during the period $ 12,616,454 12,616,454
Stock issued during the period (in Shares) 1,570,600      
Foreign currency translation adjustment 310,576 310,576
Net profit/ (loss) (13,714,836) (13,714,836)
Gain (loss) from discontinued operation (1,552,178) (1,552,178)
Balance at Sep. 30, 2023 $ 56,348,650 (16,981,872) 39,366,778
Balance (in Shares) at Sep. 30, 2023 2,625,130      
Balance at Jun. 30, 2023 $ 43,732,196 (3,871,203)   39,860,993
Balance (in Shares) at Jun. 30, 2023 1,054,530      
Stock issued during the period $ 12,616,454   12,616,454
Stock issued during the period (in Shares) 1,570,600      
Net profit/ (loss) (13,412,061)   (13,412,061)
Gain (loss) from discontinued operation 301,392   301,392
Balance at Sep. 30, 2023 $ 56,348,650 (16,981,872) 39,366,778
Balance (in Shares) at Sep. 30, 2023 2,625,130      
Balance at Dec. 31, 2023 $ 56,348,650 (11,640,274)   $ 44,708,376
Balance (in Shares) at Dec. 31, 2023 2,625,130     2,625,130
Stock issued during the period $ 15,370,140   $ 15,370,140
Stock issued during the period (in Shares) 4,351,280      
Net profit/ (loss) 13,991,362   13,991,362
Gain (loss) from discontinued operation 6,296   6,296
Balance at Sep. 30, 2024 $ 71,718,790 2,357,384   $ 74,076,174
Balance (in Shares) at Sep. 30, 2024 6,976,410     6,976,410
Balance at Jun. 30, 2024 $ 71,718,790 979,012   $ 72,697,802
Balance (in Shares) at Jun. 30, 2024 6,976,410      
Net profit/ (loss) 1,372,076   1,372,076
Gain (loss) from discontinued operation 6,296   6,296
Balance at Sep. 30, 2024 $ 71,718,790 $ 2,357,384   $ 74,076,174
Balance (in Shares) at Sep. 30, 2024 6,976,410     6,976,410
v3.24.4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net Profit/ (loss) $ 13,991,362 $ (13,714,836)
Fair value (gain)/loss from digital assets (17,899,568) 3,059,342
Gain/ (loss) from discontinued operation 6,296 (1,552,178)
Changes in operating assets and liabilities:    
Accounts receivables 1,000,000
Prepayments 50,000
Account payables (800,000)
Director fee payable 92,000
Accrued expenses 49,500 270,864
Other payables 813,000
Deferred tax liabilities 2,666,078
Net cash flows used in continued operating activities (81,332) (11,886,808)
Net cash flows used in discontinued operating activities 32,881,236
Net cash flows (used in)/ provided by operating activities (81,332) 20,994,428
Cash flow from Investing activities:    
Prepayment for digital assets (12,125,500)
Digital assets (24,990,000)
Net cash flows used in investing activities (37,115,500)
Cash flow from financing activities:    
Shareholders’ loan (512,808) 87,440
Proceeds from stock issuances 594,140 12,616,454
Net cash flows from financing activities 81,332 12,703,894
Net cash flows from discontinued activities   4,500,000
Net cash flows provided by financing activities 81,332 17,203,894
Effect of exchange rate changes on cash 310,576
Change in cash and cash equivalents: 1,393,398
Cash and cash equivalents, beginning of period 668,387 22,926
Cash and cash equivalents, end of period 668,387 1,416,324
Supplemental cash flow information:    
Cash paid for interest
Cash paid for taxes
v3.24.4
Nature of Business
9 Months Ended
Sep. 30, 2024
Nature of Business [Abstract]  
NATURE OF BUSINESS

NOTE 1NATURE OF BUSINESS

 

Business

 

Next Technology Holding Inc. (formerly known as WeTrade Group Inc.) was incorporated in the State of Wyoming on March 28, 2019. We currently pursue two corporate strategies. One business strategy is to continue providing software development services, and the other strategy is to acquire and hold bitcoin.

 

Software development

 

We provide AI-enabled software development services to our customers, which include developing, designing, and implementing various SAAS software solutions for businesses of all types, including industrial and other businesses.

 

Bitcoin Acquisition Strategy

 

Our bitcoin acquisition strategy generally involves acquiring bitcoin with our 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.

 

We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financing to purchase additional bitcoin.

 

This overall strategy also contemplates that we 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 our bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate funds using our bitcoin holdings.

 

We believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation in the long-term.

 

The following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and digital asset impairment losses during the period:

 

   Digital asset
original cost
basis
   Gain from
digital asset
   Market
Value of
digital asset
   Approximate
number of
Bitcoin held
 
Balance on December 31, 2023  $24,990,000   $10,147,576   $35,137,576    833 
Digital asset purchase   
-
    
-
    
-
    
-
 
Fair value change during the period   
-
    17,899,568    17,899,568    
-
 
Balance on September 30, 2024  $24,990,000   $28,047,144   $53,037,144    833 
v3.24.4
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Preparation of Financial Statements

 

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“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.

 

The condensed consolidated financial statements of the Company as of and for the nine months ended September 30, 2024 and 2023 are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) that have been made are necessary to fairly present the financial position of the Company as of September 30, 2024, the results of its operations for the nine months ended September 30, 2024 and 2023, and its cash flows for the nine months ended September 30, 2024 and 2023. Operating results for the quarterly periods presented are not necessarily indicative of the results to be expected for a full fiscal year.

 

The statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and other information included in the Company’s Annual Report on Form 10-K as filed with the SEC for the fiscal year ended December 31, 2023.

 

Revenue recognition

 

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 

Goodwill and Other - Crypto Assets

 

In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which establishes accounting guidance for crypto assets meeting certain criteria. Bitcoin meets these criteria. The amendments require crypto assets to meet the criteria to be recognized at fair value with changes recognized in net income each reporting period. Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. 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 early applied ASU 2023-08 and measured crypto assets (presented as digital assets) at fair value with changes recognized in net income this period.

  

The following table summarizes the Company’s digital asset holdings as of:

 

   September 30,
2024
   December 31,
2023
 
Approximate number of bitcoins held   833    833 
Digital assets carrying value  $      53,037,144   $      35,137,576 
Gain on digital assets during the period/year  $17,899,568   $10,147,576 

 

As of September 30, 2024, the Company had approximately 833 bitcoins which had a carrying value of approximately $53.04 million. 

 

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 unaudited condensed consolidated balance sheets for cash and cash equivalents approximate their fair value. All of the Company’s cash that is held in bank accounts in Hong Kong and PRC are not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance.

 

Functional Currency

 

The Company’s principal countries of operations are USA and Hong Kong. The accompanying condensed consolidated financial statements are presented in US$ and the functional currency of the Company is US$.

 

Investment

 

Investment in associate company that we have significant influence but do not have control over the investee are accounted for under the equity method. We will periodically review 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 owned entity under ASC 323.

 

Consolidation

 

The Company’s condensed consolidated financial statements include the financial statements of the Group and subsidiaries. All transactions and balances among the Group and its subsidiaries have been eliminated upon consolidation. 

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make judgement estimates and assumptions that affect the amounts reported in the condensed 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 the allowance for expected credit loss, valuation of deferred tax assets, and certain accrued liabilities such as contingent liabilities.

 

Accounts Receivable

 

Accounts receivables are presented net of allowance for expected credit loss. The Company uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required.

 

The Company maintains an allowance for expected credit loss which reflects its best estimate of amounts that potentially will not be collected. In determining the amount of the allowance for credit losses, the Company considers historical collection history based on past due status, the current aging of receivables, customer-specific credit risk factors including their current financial condition, current market conditions, and probable future economic conditions which inform adjustments to historical loss patterns. Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability.

 

Leases 

 

The Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

 

Operating leases are included in operating lease right-of-use (“ROU”) assets and short-term and long-term lease liabilities in our condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our condensed consolidated balance sheets.

 

ROU assets represent the Company’s right to use an underlying asset 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. As most of the leases do not provide an implicit rate, we use the industry incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

ASU 2016-02 requires that public companies use a secured incremental browning rate for the present value of lease payments when the rate implicit in the contract is not readily determinable.

 

Software Development Costs

 

We apply ASC 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed, in analyzing our software development costs. ASC 985-20 requires the capitalization of certain software development costs subsequent to the establishment of technological feasibility for a software product in development. Research and development costs associated with establishing technological feasibility are expensed as incurred. Based on our software development process, technological feasibility is established upon the completion of a working model. In addition, we apply this to our review of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized.

 

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 has subsidiaries in Hong Kong and PRC. The Company is subject to tax in Hong Kong and PRC jurisdictions. As a result of its future business activities, the Company will be required to file tax returns that are subject to examination by the Inland Revenue Department of Hong Kong and Tax Department of PRC. 

 

Earnings/ (Loss) Per Share

 

Earnings/ (loss) 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 (loss) per share of common stock attributable to common stockholders when their effect is dilutive.

 

Potential dilutive securities are excluded from the calculation of diluted EPS in profit periods as their effect would be anti-dilutive.

 

As of September 30, 2024, there were no potentially dilutive shares.

 

    Three Months Ended     Three Months Ended     Nine Months Ended     Nine Months Ended  
    For the period
September 30,
2024
    For the period
September 30,
2023
    For the period
September 30,
2024
    For the period
September 30,
2023
 
Statement of Operations Summary Information:                        
Net Profit/ (Loss)          1,372,076     $        (13,412,061 )   $        13,991,362     $        (13,714,836 )
Weighted-average common shares outstanding - basic and diluted     6,976,410       1,416,813       5,404,232       1,176,618  
Earnings/ (loss) per share, basic and diluted   0.20   $ (9.47 )   $ 2.59     $ (11.66 )

 

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 non-financial items that are recognized and disclosed at fair value in the financial statements on a non-recurring 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.

v3.24.4
Recent Accounting Pronouncements
9 Months Ended
Sep. 30, 2024
Recent Accounting Pronouncements [Abstract]  
RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS 

 

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

v3.24.4
Revenue
9 Months Ended
Sep. 30, 2024
Revenue [Abstract]  
REVENUE

NOTE 4 – REVENUE

 

We are in the business of acquiring and holding of bitcoin and providing AI-enabled software development services for industrial and other customers.

 

As of and for the period ended September 30, 2024, there was no revenue generated from SAAS business.

v3.24.4
Cash and Cash Equivalents
9 Months Ended
Sep. 30, 2024
Cash and Cash Equivalents [Abstract]  
CASH AND CASH EQUIVALENTS

NOTE 5 – CASH AND CASH EQUIVALENTS

 

As of September 30, 2024, the Company held cash in bank in the amount of $668,387, which consists of the following: 

 

   September 30,
2024
   December 31,
2023
 
Bank Deposits- Outside USA  $           668,387   $668,387 
v3.24.4
Digital Assets
9 Months Ended
Sep. 30, 2024
Digital Assets [Abstract]  
DIGITAL ASSETS

NOTE 6 – DIGITAL ASSETS

 

As of September 30, 2024, digital assets holdings are as follows:

 

   September 30,
2024
   December 31,
2023
 
Opening balance  $      35,137,576   $
 
Purchase of BTC   
   —
        24,990,000 
Fair value gain from digital assets   17,899,568    10,147,576 
Ending balance  $53,037,144   $35,137,576 

 

As of September 30, 2024, the Company held approximately 833 BTC at the total cost of $24,990,000. For the nine months ended September 30, 2024 and for the year ended December 31, 2023, the Company recognized fair value gain of $17,899,568 and $10,147,576 on digital assets respectively.

 

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.

 

While we believe the Association Seller will be able to coordinate with its members to fulfill the Company’s purchase of BTC if the Company so decides, we cannot guarantee that the Company will successfully acquire BTC pursuant to the Amended BTC Contract. The Amended BTC Contract was entered into solely between the Company and the Association Seller and no Schedule I BTC Sellers owe any legal obligation to the Company in connection with the purchase and sale of BTC. Furthermore, as the Company is not a party to the Cooperation Agreement, it cannot enforce the terms of the Cooperation Agreement against any Schedule I BTC Sellers should such Schedule I BTC Sellers do not perform their obligations under the Cooperation Agreement. For example, if a Schedule I BTC Seller does not transfer its committed BTC to the Association Seller pursuant to the Cooperation Agreement, we may not be able to purchase such BTC from the Association Seller pursuant to the Amended BTC Contract. 

 

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 will be applied towards the total purchase price for the Amended 5,000 BTC Transaction and the Company will pay 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 (the “Warrants”).

 

The value of $1.02 per share for the Shares is equal to the sum of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the Amended BTC Contract, and (ii) $0.01. Using the same per value valuation, the warrants are worth approximately $300,000,000.

 

Pursuant to the Amended BTC Contract, the Company shall exercise its option to purchase BTC thereunder prior to September 24, 2025. While the Company’s purchase option thereunder is time-limited, the Amended BTC Contract itself will remain in effect without a defined expiration date, unless otherwise terminated. In the event of a breach by either party, the non-breaching party has the right to terminate the agreement. In such case, the breaching party will be obligated to pay a penalty of $18,000,000 to the non-breaching party.

 

The above description of the Amended BTC Contract does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended BTC Contract, a copy of which is attached to the Company’s Current Report on Form 8-K as Exhibit 10.1, filed with the SEC on September 27, 2024, which is incorporated by reference herein.

 

Impact on Company’s Capitalization and Stockholder Approval

 

The issuance of securities pursuant to the Amended BTC Contract will not affect the rights of the Company’s existing stockholders, but such issuances will have a significant dilutive effect on the Company’s existing stockholders, including the voting power of the existing stockholders.

 

As of the date of this report, there were 6,976,410 issued and outstanding shares of the Common Stock. Immediately after the issuance of the Shares (assuming no exercise of the Warrants), there will be 142,147,488 issued and outstanding shares of the Common Stock, and the ownership percentage of the Company’s existing stockholders in the Company will be diluted to approximately 4.91%. Assuming full exercise of the Warrants concurrently with the issuance of the Shares, immediately after the issuance of the Shares, there will be 436,265,135 issued and outstanding shares of Common Stock, and the ownership percentage of the Company’s existing stockholders in the Company will be further diluted to approximately 1.60%.

 

Pursuant to Nasdaq Rule 5635(a), if an issuer intends to issue common stock or securities convertible into or exercisable for common stock, in connection with the acquisition of stock or assets of another company, which may equal or exceed 20% of the outstanding common stock or voting power on a pre-transaction basis, the issuer generally must obtain the prior approval of its stockholders. Pursuant to Nasdaq Rule 5635(d), if an issuer intends to issue common stock or securities convertible into or exercisable for common stock, other than in a public offering, which may equal or exceed 20% of the outstanding common stock or voting power on a pre-transaction basis for a price that is lower than (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of a binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement for such common stock, the issuer generally must obtain the prior approval of its stockholders.

 

The Shares to be issued to the Schedule I BTC Sellers in the Amended 5,000 BTC Transaction exceeds the threshold for which stockholder approval is required under Nasdaq Rule 5635(a), and the Warrant Shares to be issued to the Schedule I BTC Sellers upon the full exercise of the Warrants could result in the issuance of a number of shares exceeding the threshold and pricing for which stockholder approval is required under Nasdaq 5635(d). As such, the Company is required to obtain requisite stockholder approval for the Amended 5,000 BTC Transaction.

 

As disclosed in a Preliminary Information Statement on Schedule 14C filed by the Company on October 3, 2024, the Company has obtained the requisite stockholder approval for the Amended 5,000 BTC Transaction in accordance with the Company’s articles of incorporation and bylaws on September 24, 2024.

v3.24.4
Accounts Receivable
9 Months Ended
Sep. 30, 2024
Account Receivables [Abstract]  
ACCOUNTS RECEIVABLE

NOTE 7 – ACCOUNTS RECEIVABLE

 

As of September 30, 2024, accounts receivable are related to the services fee from customers as follows:

 

   September 30,
2024
   December 31,
2023
 
Accounts Receivable  $
                    —
   $1,000,000 

 

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 bad debt expense through the condensed consolidated statements of operations, included in general and administrative expense, 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. There is no allowance for expected credit loss as the accounts receivable has been received as at reporting date.

v3.24.4
Prepayments
9 Months Ended
Sep. 30, 2024
Prepayments [Abstract]  
PREPAYMENTS

NOTE 8 – PREPAYMENTS

 

As of September 30, 2024, prepayments consist of the following:

 

   September 30,
2024
   December 31,
2023
 
Prepayment for digital assets  $      12,125,500   $   12,125,500 

 

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. We believe the Association Seller will coordinate with its members to fulfill the Company’s purchase of BTC, however, we 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 1000 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.

 

Despite the cancellation of the 5,000 BTC Purchase, negotiations regarding the original 1,000 BTC Purchase continued. The Company’s original plan was to settle the remaining 60% of the total purchase price for 1,000 BTC through the issuance of the Common Stock at a per share price based on the average market price over a five-day period immediately prior to the date of the completion of the 1,000 BTC Purchase. However, the Board believed in the potential long-term appreciation of the BTC. As a result, it has decided to halt the 1,000 BTC Purchase and instead re-negotiate the terms with the Associate Seller to acquire 5,167 BTC, which represents the maximum number of BTC that the Company was entitled to purchase under the BTC Contract minus the BTC already acquired under the BTC Contract.

v3.24.4
Investment
9 Months Ended
Sep. 30, 2024
Investment [Abstract]  
INVESTMENT

NOTE 9 – INVESTMENT

 

As of September 30, 2024, investment consist of the following:

 

   September 30,
2024
   December 31,
2023
 
           
Investment in an associate company  $      13,396,000   $
                   -
 

 

In April 2024, there are 3,940,000 shares issued with the total amount of $13,396,000 for the acquisition of 20% of associate company. The officers, directors and selling shareholders of associate company are not related party and independent with each other, which are not acting in concert with others.

 

Investment in associate company that we have significant influence but do not have control over the investee are accounted for under the equity method. We will periodically review 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 ASC 323.

v3.24.4
Amount Due to Related Parties
9 Months Ended
Sep. 30, 2024
Amount Due to Related Parties [Abstract]  
AMOUNT DUE TO RELATED PARTIES

NOTE 10 – AMOUNT DUE TO RELATED PARTIES

 

   September 30,
2024
   December 31,
2023
 
         
Related parties payable  $282,533   $282,535 
Amount due to shareholders   300,055    606,137 
Director fee payable   896,000    804,000 
   $1,478,588   $1,692,672 

 

The related party balance of $282,533 represented advances from former shareholders for the Company’s daily operation.

 

As of September 30, 2024, the amount due to shareholders of $300,055 represented advances and professional expenses paid on behalf by Shareholders, which consist of audit fees, lawyers’ fee and other professional expenses.

 

As of September 30, 2024, the director fee payable of $896,000 represented the accrual of director fees from the appointment date to September 30, 2024.

 

The amount due to related parties are interest free, unsecured and have no fixed repayment period.

v3.24.4
Account Payables
9 Months Ended
Sep. 30, 2024
Account Payables [Abstract]  
ACCOUNT PAYABLES

NOTE 11 – ACCOUNT PAYABLES

  

As of September 30, 2024 and December 31, 2023, account payables are related to the software services fee payables to suppliers as follow: 

 

  

September 30,

2024

  

December 31,

2023

 
           
Account payables  $
                 —
   $800,000 
v3.24.4
Other Payables
9 Months Ended
Sep. 30, 2024
Other Payables [Abstract]  
OTHER PAYABLES

NOTE 12 – OTHER PAYABLES

 

As of September 30, 2024, other payables consist of unpaid professional fee as follows:

 

   September 30,
2024
   December 31,
2023
 
         
Professional fees  $        1,082,500   $1,600,000 

 

Professional fee payables of $1,082,500 comprise outstanding legal fees in relation to shareholders’ litigation, BTC consultant fee and listing compliance fee owing to professional parties.

v3.24.4
Shareholders’ Equity
9 Months Ended
Sep. 30, 2024
Shareholders’ Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 13 – SHAREHOLDERS’ EQUITY

 

The Company has an unlimited number of authorized ordinary shares and has issued 6,976,410 shares with no par value as of September 30, 2024.

 

On March 29, 2019, the Company issued 100,000,000 shares with no par value to thirty-three founders. On September 3, 2019, the Company issued a total 74,000 shares at $3 each to 5 non-US shareholders. The total outstanding shares has increased to 100,074,000 shares as of December 31, 2019.

 

In February 2020, 1,666,666 shares were issued at $3 per share to 2 new shareholders. On July 10, 2020, the Company issued another 26,000 shares at $3 per share to 2 new shareholders and the total outstanding shares has increased to 101,766,666 shares.

 

On September 15, 2020, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 3 for 1 forward stock split. The total issued and outstanding shares of the Company’s common stock has been increased from 101,766,666 to 305,299,998 shares, with the par value unchanged at zero.

 

On September 21, 2020, there are 151,500 shares issued at $5 per share to 303 new shareholders, the Company’s common stock issued has been increased to 305,451,498 shares as of December 31, 2020.

 

On April 13, 2022, the Company and 15 shareholders entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”), pursuant to which Company and the 15 Shareholders have cancelled 120,418,995 shares of Common Stock (“Cancellation Shares”). Upon completion of the transaction, the outstanding shares of the Company’s Common Stock has been decreased from 305,451,498 shares to 185,032,503 shares as of June 30, 2022.

 

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.

 

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, an addition of 411,280 shares were converted to equity from loan and outstanding professional fee with the amount of $1,974,140 at the conversion price of $4.80 per share based on average price of last 10 trading days. These loans are related to the long outstanding salaries, professional fee, litigation lawyer fees and BTC consultant fee paid by shareholders on behalf of the Company. The amount due to related parties is interest free, unsecured and has no fixed repayment period. Prior to the loan conversion to equity, the amount of $1,974,140 is recorded as current liabilities. Subsequent to loan to equity conversion, the amount of $1,974,140 was converted to 411,280 shares and recorded in stockholders’ equity as follows:

 

Nature of loan:  Amount:   Conversion price:   Number of shares converted:  Financial impact of conversion:
Advance from shareholders to pay outstanding legal fee, salaries, Edgar filing fee, audit fee, which accumulated from January 2023 to March 2024.
  $594,140   $            4.80   123,780 shares  Reclassification from amount due to related parties to equity
Accounting and compliance fee, which accumulated from January 2023 to March 2024.
  $420,000   $4.80   87,500 shares  Reclassification from other payables to equity
Legal advisory fee in relation to BTC transaction   which accumulated from January 2023 to March 2024.  $480,000   $4.80   100,000 shares  Reclassification from other payables to equity
BTC Consultant fee, which accumulated from January 2023 to March 2024.  $480,000   $4.80   100,000 shares
  Reclassification from other payables to equity
Total  $1,974,140        411,280 shares   

 

As of September 30, 2024, the Company’s common stock issued has been increased to 6,976,410 shares.

v3.24.4
Income Taxes
9 Months Ended
Sep. 30, 2024
Income Taxes [Abstract]  
INCOME TAXES

NOTE 14 – INCOME TAXES

 

The Company is subject to U.S. Federal tax laws. The Company has not recognized an income tax benefit for its operating losses in the United States because the Company does not expect to commence active operations in the United States.

 

There are several subsidiaries incorporated in Hong Kong and are subject to Hong Kong profits tax at a tax rate of 16.5%.

 

The Company is currently conducting certain operations in the PRC through its subsidiaries, which are subject to tax from 15% to 25%.

v3.24.4
Subsequent Events
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abtstract]  
SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

 

There were no subsequent events noted from the end of September 30, 2024 to the date of this report.

v3.24.4
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.4
Accounting Policies, by Policy (Policies)
9 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Basis of Preparation of Financial Statements

Basis of Preparation of Financial Statements

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“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.

The condensed consolidated financial statements of the Company as of and for the nine months ended September 30, 2024 and 2023 are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) that have been made are necessary to fairly present the financial position of the Company as of September 30, 2024, the results of its operations for the nine months ended September 30, 2024 and 2023, and its cash flows for the nine months ended September 30, 2024 and 2023. Operating results for the quarterly periods presented are not necessarily indicative of the results to be expected for a full fiscal year.

The statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and other information included in the Company’s Annual Report on Form 10-K as filed with the SEC for the fiscal year ended December 31, 2023.

 

Revenue recognition

Revenue recognition

The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Goodwill and Other - Crypto Assets

Goodwill and Other - Crypto Assets

In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which establishes accounting guidance for crypto assets meeting certain criteria. Bitcoin meets these criteria. The amendments require crypto assets to meet the criteria to be recognized at fair value with changes recognized in net income each reporting period. Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. 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 early applied ASU 2023-08 and measured crypto assets (presented as digital assets) at fair value with changes recognized in net income this period.

The following table summarizes the Company’s digital asset holdings as of:

   September 30,
2024
   December 31,
2023
 
Approximate number of bitcoins held   833    833 
Digital assets carrying value  $      53,037,144   $      35,137,576 
Gain on digital assets during the period/year  $17,899,568   $10,147,576 

As of September 30, 2024, the Company had approximately 833 bitcoins which had a carrying value of approximately $53.04 million. 

 

Cash and Cash Equivalents

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 unaudited condensed consolidated balance sheets for cash and cash equivalents approximate their fair value. All of the Company’s cash that is held in bank accounts in Hong Kong and PRC are not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance.

Functional Currency

Functional Currency

The Company’s principal countries of operations are USA and Hong Kong. The accompanying condensed consolidated financial statements are presented in US$ and the functional currency of the Company is US$.

Investment

Investment

Investment in associate company that we have significant influence but do not have control over the investee are accounted for under the equity method. We will periodically review 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 owned entity under ASC 323.

Consolidation

Consolidation

The Company’s condensed consolidated financial statements include the financial statements of the Group and subsidiaries. All transactions and balances among the Group and its subsidiaries have been eliminated upon consolidation. 

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make judgement estimates and assumptions that affect the amounts reported in the condensed 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 the allowance for expected credit loss, valuation of deferred tax assets, and certain accrued liabilities such as contingent liabilities.

 

Accounts Receivable

Accounts Receivable

Accounts receivables are presented net of allowance for expected credit loss. The Company uses specific identification in providing for bad debts when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph. If the financial conditions of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may be required.

The Company maintains an allowance for expected credit loss which reflects its best estimate of amounts that potentially will not be collected. In determining the amount of the allowance for credit losses, the Company considers historical collection history based on past due status, the current aging of receivables, customer-specific credit risk factors including their current financial condition, current market conditions, and probable future economic conditions which inform adjustments to historical loss patterns. Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability.

Leases

Leases 

The Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

Operating leases are included in operating lease right-of-use (“ROU”) assets and short-term and long-term lease liabilities in our condensed consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our condensed consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset 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. As most of the leases do not provide an implicit rate, we use the industry incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

ASU 2016-02 requires that public companies use a secured incremental browning rate for the present value of lease payments when the rate implicit in the contract is not readily determinable.

Software Development Costs

Software Development Costs

We apply ASC 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed, in analyzing our software development costs. ASC 985-20 requires the capitalization of certain software development costs subsequent to the establishment of technological feasibility for a software product in development. Research and development costs associated with establishing technological feasibility are expensed as incurred. Based on our software development process, technological feasibility is established upon the completion of a working model. In addition, we apply this to our review of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the projects will meet functional requirements, costs are capitalized.

Income Tax

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 has subsidiaries in Hong Kong and PRC. The Company is subject to tax in Hong Kong and PRC jurisdictions. As a result of its future business activities, the Company will be required to file tax returns that are subject to examination by the Inland Revenue Department of Hong Kong and Tax Department of PRC. 

Earnings/ (Loss) Per Share

Earnings/ (Loss) Per Share

Earnings/ (loss) 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 (loss) per share of common stock attributable to common stockholders when their effect is dilutive.

Potential dilutive securities are excluded from the calculation of diluted EPS in profit periods as their effect would be anti-dilutive.

As of September 30, 2024, there were no potentially dilutive shares.

    Three Months Ended     Three Months Ended     Nine Months Ended     Nine Months Ended  
    For the period
September 30,
2024
    For the period
September 30,
2023
    For the period
September 30,
2024
    For the period
September 30,
2023
 
Statement of Operations Summary Information:                        
Net Profit/ (Loss)          1,372,076     $        (13,412,061 )   $        13,991,362     $        (13,714,836 )
Weighted-average common shares outstanding - basic and diluted     6,976,410       1,416,813       5,404,232       1,176,618  
Earnings/ (loss) per share, basic and diluted   0.20   $ (9.47 )   $ 2.59     $ (11.66 )
Fair Value Measurements

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 non-financial items that are recognized and disclosed at fair value in the financial statements on a non-recurring 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.

v3.24.4
Nature of Business (Tables)
9 Months Ended
Sep. 30, 2024
Nature of Business [Abstract]  
Schedule of Digital Asset Impairment Losses The following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and digital asset impairment losses during the period:
   Digital asset
original cost
basis
   Gain from
digital asset
   Market
Value of
digital asset
   Approximate
number of
Bitcoin held
 
Balance on December 31, 2023  $24,990,000   $10,147,576   $35,137,576    833 
Digital asset purchase   
-
    
-
    
-
    
-
 
Fair value change during the period   
-
    17,899,568    17,899,568    
-
 
Balance on September 30, 2024  $24,990,000   $28,047,144   $53,037,144    833 
v3.24.4
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Schedule of Company’s Digital Asset The following table summarizes the Company’s digital asset holdings as of:
   September 30,
2024
   December 31,
2023
 
Approximate number of bitcoins held   833    833 
Digital assets carrying value  $      53,037,144   $      35,137,576 
Gain on digital assets during the period/year  $17,899,568   $10,147,576 
Schedule of Operations Summary Information As of September 30, 2024, there were no potentially dilutive shares.
    Three Months Ended     Three Months Ended     Nine Months Ended     Nine Months Ended  
    For the period
September 30,
2024
    For the period
September 30,
2023
    For the period
September 30,
2024
    For the period
September 30,
2023
 
Statement of Operations Summary Information:                        
Net Profit/ (Loss)          1,372,076     $        (13,412,061 )   $        13,991,362     $        (13,714,836 )
Weighted-average common shares outstanding - basic and diluted     6,976,410       1,416,813       5,404,232       1,176,618  
Earnings/ (loss) per share, basic and diluted   0.20   $ (9.47 )   $ 2.59     $ (11.66 )
v3.24.4
Cash and Cash Equivalents (Tables)
9 Months Ended
Sep. 30, 2024
Cash and Cash Equivalents [Abstract]  
Schedule of Cash Held in Bank As of September 30, 2024, the Company held cash in bank in the amount of $668,387, which consists of the following:
   September 30,
2024
   December 31,
2023
 
Bank Deposits- Outside USA  $           668,387   $668,387 
v3.24.4
Digital Assets (Tables)
9 Months Ended
Sep. 30, 2024
Digital Assets [Member]  
Digital Assets [Line Items]  
Schedule of Digital Assets Holdings As of September 30, 2024, digital assets holdings are as follows:
   September 30,
2024
   December 31,
2023
 
Opening balance  $      35,137,576   $
 
Purchase of BTC   
   —
        24,990,000 
Fair value gain from digital assets   17,899,568    10,147,576 
Ending balance  $53,037,144   $35,137,576 
v3.24.4
Accounts Receivable (Tables)
9 Months Ended
Sep. 30, 2024
Account Receivables [Abstract]  
Schedule of Account Receivable As of September 30, 2024, accounts receivable are related to the services fee from customers as follows:
   September 30,
2024
   December 31,
2023
 
Accounts Receivable  $
                    —
   $1,000,000 
v3.24.4
Prepayments (Tables)
9 Months Ended
Sep. 30, 2024
Prepayments [Abstract]  
Schedule of Prepayments As of September 30, 2024, prepayments consist of the following:
   September 30,
2024
   December 31,
2023
 
Prepayment for digital assets  $      12,125,500   $   12,125,500 
v3.24.4
Investment (Tables)
9 Months Ended
Sep. 30, 2024
Investment [Abstract]  
Schedule of Investment As of September 30, 2024, investment consist of the following:
   September 30,
2024
   December 31,
2023
 
           
Investment in an associate company  $      13,396,000   $
                   -
 
v3.24.4
Amount Due to Related Parties (Tables)
9 Months Ended
Sep. 30, 2024
Amount Due to Related Parties [Abstract]  
Schedule of Amount Due to Related Parties
   September 30,
2024
   December 31,
2023
 
         
Related parties payable  $282,533   $282,535 
Amount due to shareholders   300,055    606,137 
Director fee payable   896,000    804,000 
   $1,478,588   $1,692,672 
v3.24.4
Account Payables (Tables)
9 Months Ended
Sep. 30, 2024
Account Payables [Abstract]  
Schedule of Account Payables As of September 30, 2024 and December 31, 2023, account payables are related to the software services fee payables to suppliers as follow:
  

September 30,

2024

  

December 31,

2023

 
           
Account payables  $
                 —
   $800,000 
v3.24.4
Other Payables (Tables)
9 Months Ended
Sep. 30, 2024
Other Payables [Abstract]  
Schedule of Other Payables As of September 30, 2024, other payables consist of unpaid professional fee as follows:
   September 30,
2024
   December 31,
2023
 
         
Professional fees  $        1,082,500   $1,600,000 
v3.24.4
Shareholders’ Equity (Tables)
9 Months Ended
Sep. 30, 2024
Shareholders’ Equity [Abstract]  
Schedule of Stockholder Equity Subsequent to loan to equity conversion, the amount of $1,974,140 was converted to 411,280 shares and recorded in stockholders’ equity as follows:
Nature of loan:  Amount:   Conversion price:   Number of shares converted:  Financial impact of conversion:
Advance from shareholders to pay outstanding legal fee, salaries, Edgar filing fee, audit fee, which accumulated from January 2023 to March 2024.
  $594,140   $            4.80   123,780 shares  Reclassification from amount due to related parties to equity
Accounting and compliance fee, which accumulated from January 2023 to March 2024.
  $420,000   $4.80   87,500 shares  Reclassification from other payables to equity
Legal advisory fee in relation to BTC transaction   which accumulated from January 2023 to March 2024.  $480,000   $4.80   100,000 shares  Reclassification from other payables to equity
BTC Consultant fee, which accumulated from January 2023 to March 2024.  $480,000   $4.80   100,000 shares
  Reclassification from other payables to equity
Total  $1,974,140        411,280 shares   
v3.24.4
Nature of Business (Details)
9 Months Ended
Sep. 30, 2024
Nature of Business [Abstract]  
Date of incorporation Mar. 28, 2019
v3.24.4
Nature of Business (Details) - Schedule of Digital Asset Impairment Losses
9 Months Ended
Sep. 30, 2024
USD ($)
Digital Asset Original Cost Basis [Member]  
Schedule of Digital Asset Impairment Losses [Line Items]  
Digital asset original cost basis, Balance $ 24,990,000
Digital asset original cost basis, Digital asset purchase
Gain from digital asset ,Fair value change during the period
Digital asset original cost basis, Fair value change during the period
Digital asset original cost basis, Balance 24,990,000
Gain from Digital Asset [Member]  
Schedule of Digital Asset Impairment Losses [Line Items]  
Digital asset original cost basis, Balance 10,147,576
Digital asset original cost basis, Digital asset purchase
Gain from digital asset ,Fair value change during the period 17,899,568
Digital asset original cost basis, Fair value change during the period 17,899,568
Digital asset original cost basis, Balance 28,047,144
Market Value of Digital Asset [Member]  
Schedule of Digital Asset Impairment Losses [Line Items]  
Digital asset original cost basis, Balance 35,137,576
Digital asset original cost basis, Digital asset purchase
Gain from digital asset ,Fair value change during the period 17,899,568
Digital asset original cost basis, Fair value change during the period 17,899,568
Digital asset original cost basis, Balance $ 53,037,144
Approximate number of Bitcoin held [Member]  
Schedule of Digital Asset Impairment Losses [Line Items]  
Gain from digital asset, number of Bitcoin held 833
Gain from digital asset, Digital asset purchase
Gain from digital asset ,Fair value change during the period
Digital asset original cost basis, Fair value change during the period
Gain from digital asset, number of Bitcoin held 833
v3.24.4
Summary of Significant Accounting Policies (Details)
9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2024
Sep. 30, 2024
bitcoin
Dec. 31, 2023
USD ($)
bitcoin
Dec. 31, 2022
USD ($)
Summary of Significant Accounting Policies [Line Items]          
Number of bitcoin   1,000 833 833  
Digital assets $ 53,037,144     $ 35,137,576
Tax benefit 50.00%        
v3.24.4
Summary of Significant Accounting Policies (Details) - Schedule of Company’s Digital Asset
9 Months Ended 12 Months Ended
Sep. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
bitcoin
Sep. 30, 2024
Sep. 30, 2024
bitcoin
Dec. 31, 2022
USD ($)
Schedule of Company’s Digital Asset [Line Items]          
Approximate number of bitcoins held (in bitcoin)   833 1,000 833  
Digital assets carrying value $ 53,037,144 $ 35,137,576    
Gain on digital assets during the period/ Year $ 17,899,568 $ 10,147,576      
v3.24.4
Summary of Significant Accounting Policies (Details) - Schedule of Operations Summary Information - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Schedule of Operations Summary Information [Abstract]        
Net Profit/ (Loss) $ 1,372,076 $ (13,412,061) $ 13,991,362 $ (13,714,836)
Weighted-average common shares outstanding - basic and dilute 6,976,410 1,416,813 5,404,232 1,176,618
Weighted-average common shares outstanding - diluted 6,976,410 1,416,813 5,404,232 1,176,618
Earnings/ (loss) per share, basic $ 0.2 $ (9.47) $ 2.59 $ (11.66)
Earnings/ (loss) per share, diluted $ 0.2 $ (9.47) $ 2.59 $ (11.66)
v3.24.4
Revenue (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue [Abstract]        
Revenue
v3.24.4
Cash and Cash Equivalents (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Cash and Cash Equivalents [Abstract]    
Cash held in bank $ 668,387 $ 668,387
v3.24.4
Cash and Cash Equivalents (Details) - Schedule of Cash Held in Bank - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Bank Deposits- Outside USA [Member]    
Cash and Cash Equivalents [Line Items]    
Total cash $ 668,387 $ 668,387
v3.24.4
Digital Assets (Details)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 24, 2024
USD ($)
Apr. 09, 2024
shares
Apr. 30, 2024
shares
Sep. 30, 2023
shares
Sep. 30, 2023
shares
Sep. 30, 2024
USD ($)
shares
Sep. 30, 2023
shares
Dec. 31, 2023
USD ($)
bitcoin
shares
Oct. 03, 2024
bitcoin
Sep. 30, 2024
$ / shares
Sep. 30, 2024
Sep. 30, 2024
bitcoin
Jun. 30, 2024
$ / shares
shares
Jun. 30, 2023
shares
Dec. 31, 2022
shares
Jul. 22, 2022
shares
Dec. 31, 2020
shares
Feb. 29, 2020
shares
Digital Assets [Line Items]                                    
Purchase price (in Dollars) | $             $ 24,990,000                    
Unrealized gain on digital assets (in Dollars) | $           $ 17,899,568   $ 10,147,576                    
Amended BTC transaction description.           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 will be applied towards the total purchase price for the Amended 5,000 BTC Transaction                        
Issuance of common stock     3,940,000                              
Price per share (in Dollars per share) | $ / shares                   $ 1.02     $ 1.02          
Purchase of warrants           80,000,000                        
Per value valuation (in Dollars per share) | $ / shares                   $ 2.6                
Issuance of warrant (in Dollars) | $           $ 300,000,000                        
Penalty pay (in Dollars) | $           $ 18,000,000                        
Common stock, shares issued           6,976,410   2,625,130                    
Common stock, shares outstanding           6,976,410   2,625,130                    
Common stock, share issued           142,147,488                        
Common stock, share outstanding           142,147,488                        
Percentage of common stock voting power           20.00%                        
Cryto units (in bitcoin)               833     1,000 833            
Voting Power [Member]                                    
Digital Assets [Line Items]                                    
Ownership percentage                     4.91%              
Stockholder Approval [Member]                                    
Digital Assets [Line Items]                                    
Ownership percentage                     1.60%              
Convertible Securities [Member]                                    
Digital Assets [Line Items]                                    
Ownership percentage                     20.00%              
Warrant [Member]                                    
Digital Assets [Line Items]                                    
Purchase of warrants           294,117,647                        
Per value valuation (in Dollars per share) | $ / shares                         $ 0.01          
Common stock, share issued           436,265,135                        
Common stock, share outstanding           436,265,135                        
Common Stock [Member]                                    
Digital Assets [Line Items]                                    
Issuance of common stock   411,280   1,570,600 1,570,600 4,351,280 1,570,600                      
Common stock, shares issued                               25,000 305,451,498 26,000
Common stock, shares outstanding       2,625,130 2,625,130 6,976,410 2,625,130 2,625,130         6,976,410 1,054,530 1,054,530      
BTC Trading Contract [Member]                                    
Digital Assets [Line Items]                                    
Purchase price (in Dollars) | $ $ 30,000                                  
Amended BTC Transaction [Member] | Warrant [Member]                                    
Digital Assets [Line Items]                                    
Cryto units (in bitcoin) | bitcoin                       5,000            
Amended BTC Transaction [Member] | Common Stock [Member]                                    
Digital Assets [Line Items]                                    
Issuance of common stock           135,171,078                        
Subsequent Event [Member] | Amended BTC Transaction [Member]                                    
Digital Assets [Line Items]                                    
Cryto units (in bitcoin) | bitcoin                 5,000                  
Digital Assets [Member]                                    
Digital Assets [Line Items]                                    
Purchase price (in Dollars) | $           $ 24,990,000                        
v3.24.4
Digital Assets (Details) - Schedule of Digital Assets Holdings - USD ($)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Schedule of Digital Assets Holdings [Abstract]    
Opening balance $ 35,137,576
Purchase of BTC 24,990,000
Fair value gain from digital assets 17,899,568 10,147,576
Ending balance $ 53,037,144 $ 35,137,576
v3.24.4
Accounts Receivable (Details) - Schedule of Account Receivable - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Nonrelated Party [Member]    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts Receivable $ 1,000,000
v3.24.4
Prepayments (Details)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Apr. 09, 2024
shares
Apr. 30, 2024
shares
Sep. 30, 2023
shares
Sep. 30, 2023
shares
Sep. 30, 2024
USD ($)
shares
Sep. 30, 2023
shares
Dec. 31, 2023
USD ($)
bitcoin
Sep. 30, 2024
USD ($)
Sep. 30, 2024
$ / shares
Sep. 30, 2024
Sep. 30, 2024
bitcoin
Jun. 30, 2024
$ / shares
May 01, 2024
bitcoin
Prepayments [Line Items]                          
Crypto units             833     1,000 833    
Prepayment amount (in Dollars) | $             $ 12,125,500 $ 12,125,500          
Prepayment, percentage         40.00%                
Issuance of shares (in Shares) | shares   3,940,000                      
Share issued price per share (in Dollars per share) | $ / shares                 $ 1.02     $ 1.02  
Warrant purchase shares (in Shares) | shares         80,000,000                
Exercise price per share (in Dollars per share) | $ / shares                 2.6        
Percentage of fair market value         70.00%                
Common Stock [Member]                          
Prepayments [Line Items]                          
Issuance of shares (in Shares) | shares 411,280   1,570,600 1,570,600 4,351,280 1,570,600              
BTC [Member]                          
Prepayments [Line Items]                          
Crypto units | bitcoin                     6,000    
Crypto asset prepayment description             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.            
BTC Seller [Member]                          
Prepayments [Line Items]                          
Sale price (in Dollars) | $         $ 30,000                
Crypto Asset, Other [Member]                          
Prepayments [Line Items]                          
Crypto units | bitcoin                     833    
BTC Contract [Member]                          
Prepayments [Line Items]                          
Crypto units | bitcoin                     1,000    
Amendment Agreement [Member]                          
Prepayments [Line Items]                          
Crypto units | bitcoin                         5,000
Amendment Agreement [Member] | Common Stock [Member]                          
Prepayments [Line Items]                          
Issuance of shares (in Shares) | shares         40,000,000                
Share issued price per share (in Dollars per share) | $ / shares                 $ 3.75        
BTC Purchase [Member]                          
Prepayments [Line Items]                          
Crypto assets transaction, description         Despite the cancellation of the 5,000 BTC Purchase, negotiations regarding the original 1,000 BTC Purchase continued. The Company’s original plan was to settle the remaining 60% of the total purchase price for 1,000 BTC through the issuance of the Common Stock at a per share price based on the average market price over a five-day period immediately prior to the date of the completion of the 1,000 BTC Purchase. However, the Board believed in the potential long-term appreciation of the BTC. As a result, it has decided to halt the 1,000 BTC Purchase and instead re-negotiate the terms with the Associate Seller to acquire 5,167 BTC, which represents the maximum number of BTC that the Company was entitled to purchase under the BTC Contract minus the BTC already acquired under the BTC Contract.                
v3.24.4
Prepayments (Details) - Schedule of Prepayments - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Prepayments [Abstract]    
Prepayment for digital assets $ 12,125,500 $ 12,125,500
v3.24.4
Investment (Details) - USD ($)
1 Months Ended
Apr. 30, 2024
Sep. 30, 2024
Dec. 31, 2023
Investments [Line Items]      
Share issued 3,940,000    
Total investment amount   $ 13,396,000
Investment [Member]      
Investments [Line Items]      
Total investment amount $ 13,396,000    
Investment [Member]      
Investments [Line Items]      
Share issued 3,940,000    
Series of Individually Immaterial Business Acquisitions [Member]      
Investments [Line Items]      
Business acquisition 20.00%    
v3.24.4
Investment (Details) - Schedule of Investment - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Investment [Abstract]    
Investment in an associate company $ 13,396,000
v3.24.4
Amount Due to Related Parties (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Amount Due to Related Parties [Line Items]    
Advances from former shareholders $ 282,533  
Accrued Professional Fees, Current 1,082,500 $ 1,600,000
Director fees 896,000  
Related Party [Member]    
Amount Due to Related Parties [Line Items]    
Accrued Professional Fees, Current $ 300,055  
v3.24.4
Amount Due to Related Parties (Details) - Schedule of Amount Due to Related Parties - Related Party [Member] - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Related parties payable $ 282,533 $ 282,535
Total loan from share holders 300,055 606,137
Director fee payable 896,000 804,000
Total loan from share holders $ 1,478,588 $ 1,692,672
v3.24.4
Account Payables (Details) - Schedule of Account Payables - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Other Payables [Abstract]    
Account payables $ 800,000
v3.24.4
Other Payables (Details)
Sep. 30, 2024
USD ($)
Other Payables [Abstract]  
Accrued Professional Fees $ 1,082,500
v3.24.4
Other Payables (Details) - Schedule of Other Payables - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Other Payables [Abstract]    
Professional fees $ 1,082,500 $ 1,600,000
v3.24.4
Shareholders’ Equity (Details)
1 Months Ended 3 Months Ended 9 Months Ended
Apr. 09, 2024
USD ($)
$ / shares
shares
Jul. 22, 2022
USD ($)
shares
Jul. 21, 2022
USD ($)
$ / shares
shares
Apr. 13, 2022
USD ($)
Sep. 21, 2020
$ / shares
shares
Sep. 15, 2020
shares
Jul. 10, 2020
shares
Sep. 03, 2019
$ / shares
shares
Mar. 29, 2019
shares
Apr. 30, 2024
USD ($)
shares
Sep. 30, 2023
USD ($)
shares
Feb. 29, 2020
$ / shares
shares
Sep. 30, 2023
shares
Sep. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
shares
Jun. 30, 2024
shares
Dec. 31, 2023
$ / shares
shares
Jun. 30, 2023
shares
Jun. 09, 2023
shares
Dec. 31, 2022
shares
Jun. 30, 2022
shares
Dec. 31, 2020
shares
Dec. 31, 2019
shares
Equity [Line Items]                                              
Common stock shares, issued                           6,976,410     2,625,130            
Par value (in Dollars per share) | $ / shares                                          
Shares issued                   3,940,000                          
Shares price (in Dollars per share) | $ / shares               $ 3       $ 3                      
Outstanding shares                           6,976,410     2,625,130            
New shareholders             2         2                      
Total outstanding shares             101,766,666                                
Total amount (in Dollars) | $   $ 477,500                                          
Reverse stock split                           1 for 185                  
Consideration of share issued (in Dollars) | $ $ 1,974,140                 $ 13,396,000 $ 12,616,454     $ 594,140 $ 12,616,454                
Current liabilities (in Dollars) | $ 1,974,140                                            
Conversion amount (in Dollars) | $ $ 1,974,140                                            
Converted shares                           411,280                  
BTC Consultant Fee [Member]                                              
Equity [Line Items]                                              
Conversion price (in Dollars per share) | $ / shares $ 4.8                                            
Minimum [Member]                                              
Equity [Line Items]                                              
Common stock shares, issued           101,766,666                         1,054,530        
Outstanding shares           101,766,666                         1,054,530        
Maximum [Member]                                              
Equity [Line Items]                                              
Common stock shares, issued           305,299,998                         195,057,503        
Outstanding shares           305,299,998                         195,057,503        
Ordinary Shares [Member]                                              
Equity [Line Items]                                              
Common stock shares, issued   25,000                   26,000                   305,451,498  
Shares issued 411,280                   1,570,600   1,570,600 4,351,280 1,570,600                
Outstanding shares                     2,625,130   2,625,130 6,976,410 2,625,130 6,976,410 2,625,130 1,054,530   1,054,530      
Ordinary Shares [Member] | Maximum [Member]                                              
Equity [Line Items]                                              
Common stock shares, issued                                       195,057,503      
Outstanding shares                                       195,057,503      
Share Exchange Agreement [Member]                                              
Equity [Line Items]                                              
Outstanding shares                                             100,074,000
Cancelled shares (in Dollars) | $       $ 120,418,995                                      
Share Exchange Agreement [Member] | Minimum [Member]                                              
Equity [Line Items]                                              
Outstanding shares                                         185,032,503    
Share Exchange Agreement [Member] | Maximum [Member]                                              
Equity [Line Items]                                              
Outstanding shares                                         305,451,498    
Share Exchange Agreement [Member] | Ordinary Shares [Member]                                              
Equity [Line Items]                                              
Common stock shares, issued     195,032,503                                        
Outstanding shares     195,032,503                                        
Business Acquisition [Member]                                              
Equity [Line Items]                                              
Business acquisition                   20.00%                          
Certificate of Amendement [Member]                                              
Equity [Line Items]                                              
Forward stock spilit           3 for 1 forward stock split                                  
Shareholders [Member]                                              
Equity [Line Items]                                              
Shares issued         151,500     74,000 100,000,000     1,666,666                      
Shares price (in Dollars per share) | $ / shares         $ 5             $ 3                      
New shareholders         303                                    
Converted shares 411,280                                            
IPO [Member]                                              
Equity [Line Items]                                              
Shares issued     10,000,000                                        
Shares price (in Dollars per share) | $ / shares     $ 4                                        
Gross proceeds (in Dollars) | $     $ 40,000,000                                        
Net proceed from initial public offering (in Dollars) | $     37,057,176                                        
Offering costs (in Dollars) | $     $ 2,942,824                                        
v3.24.4
Shareholders’ Equity (Details) - Schedule of Stockholder Equity
9 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Class of Stock [Line Items]  
Amount | $ $ 1,974,140
Number of shares converted | shares 411,280
Advance from shareholders to pay outstanding legal fee [Member]  
Class of Stock [Line Items]  
Amount | $ $ 594,140
Conversion price | $ / shares $ 4.8
Number of shares converted | shares 123,780
Number of shares converted Reclassification from amount due to related parties to equity
Accounting and compliance fee [Member]  
Class of Stock [Line Items]  
Amount | $ $ 420,000
Conversion price | $ / shares $ 4.8
Number of shares converted | shares 87,500
Number of shares converted Reclassification from other payables to equity
Legal advisory fee in relation to BTC transaction [Member]  
Class of Stock [Line Items]  
Amount | $ $ 480,000
Conversion price | $ / shares $ 4.8
Number of shares converted | shares 100,000
Number of shares converted Reclassification from other payables to equity
BTC Consultant Fee [Member]  
Class of Stock [Line Items]  
Amount | $ $ 480,000
Conversion price | $ / shares $ 4.8
Number of shares converted | shares 100,000
Number of shares converted Reclassification from other payables to equity
v3.24.4
Income Taxes (Details)
9 Months Ended
Sep. 30, 2024
Hong Kong [Member]  
Income Taxes [Line Items]  
Tax rate 16.50%
Minimum [Member] | PRC [Member]  
Income Taxes [Line Items]  
Tax rate 15.00%
Maximum [Member] | PRC [Member]  
Income Taxes [Line Items]  
Tax rate 25.00%

Next Technology (NASDAQ:NXTT)
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Next Technology (NASDAQ:NXTT)
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