Next Technology Holding Inc

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 are 1,570,600 shares issued with the total amount of $12,616,454, 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 a specified seller. Under the Option Contract, the 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. 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.

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.