Next Technology Holding Inc.

General

Our Board has adopted and is recommending that our stockholders approve one or more reverse stock splits of our common stock at a ratio ranging from any whole number between 1-for-10 and 1-for-250, with the exact ratio within such range to be determined by the Board in its discretion at each reverse stock split (each and collectively, the “Reverse Stock Split”).

By approving this proposal, stockholders will approve that in each Reverse Stock Split, a whole number of outstanding shares of our common stock between 10and 250, inclusive, would be combined into one share of our common stock. Upon receiving stockholder approval, the Board will have the authority, in its sole discretion, but not the obligation, to elect, without further action on the part of the stockholders, whether to effect such Reverse Stock Split and, if so, to determine such Reverse Stock Split ratio from among the approved range described above and to effect such Reverse Stock Split at one time or by multiple times. The Board may also elect not to effect any Reverse Stock Split.

The Board’s decision as to whether and when to effect the Reverse Stock Split will be based on a number of factors, including market conditions, the historical, then-existing and expected trading price of our common stock, the anticipated impact of the Reverse Stock Split on the trading price of our common stock and on the number of holders of our common stock, and the continued listing requirements of The Nasdaq Capital Market. Although our stockholders may approve the Reverse Stock Split, we will not effect the Reverse Stock Split if the Board does not deem it to be in the best interests of the Company and its stockholders.

Because the Reverse Stock Split will decrease the number of outstanding shares of our common stock by a ratio in the range of 1-for-10 to 1-for-250 but would not effect a corresponding decrease to the number of shares of common stock that the Company will be authorized to issue, the Reverse Stock Split would result in a relative increase in the number of authorized and unissued shares of our common stock.