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Next Technology Holding Inc.

For the period ended Sep 30, 2025. Filed Oct 8, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 8, 2025

NXTT$4.47-1.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0001213900-25-073282

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-08.

0001213900-25-097321

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 34 previous paragraphs and 53 current paragraphs.

26 unchanged; 6 reworded; 21 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (21)

Current report

Our AI-enabled software development services are primarily provided in Hong Kong, Singapore, and other Asian markets under a SaaS+AI model focused on customized development projects. Its platforms integrate cloud computing, big data, and AI algorithms to support industries including retail, e-commerce, tourism, healthcare, and industrial sectors. Current customers include property management enterprises, cryptocurrency mining operators, and energy businesses. We are actively expanding into sectors, including new media, financial services, transportation, education, and healthcare.

Current report

We are a provider of an intelligent cloud collaboration platform and integrated SaaS solutions designed to enhance productivity, derive actionable insights, and automate complex processes for our customers.

Current report

As of the date hereof, we have 21 full-time employees. The following table sets forth the number of our employees by function:

Current report

Our employees have not formed any employee union or association. We believe we maintain a good working relationship with our employees and have not experienced any difficulty in recruiting staff for our operations.

Current report

Between June 2025 and August 2025, the Company entered into three commercial customer agreements (each, a “Service Agreement”) with customers in the hotel management, smart water-system management, and crypto mining industries. Under the Agreements, the Company agrees to provide AI-enabled monitoring and management systems, and relevant training and support services tailored to each customer’s specific business needs, in exchange for service fees.

Current report

The Service Agreements provide for an aggregate committed contract value of approximately $12.59 million, consisting of recurring subscription and service fees to be paid by installments over the contract term. As of September 30, 2025, the Company has received approximately $5.09 million in service fees under the Service Agreements. In compliance with ASC 606, the Company recognized revenue of $1.79 million.

Current report

For the nine-month period ended September 30, 2025 and 2024, general and administrative expenses were $1,194,795 and $1,242,128, respectively. The decrease of approximately $47,000, or 3.8% for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to higher professional and legal fees incurred in the prior year period related to a specific legal matter that did not recur to the same extent in the current period. Excluding the impact of these non-recurring legal costs, general and administrative expenses remained relatively consistent year-over-year.

Current report

For the nine-month period ended September 30, 2025 and 2024, selling expenses were $276,068 and nil, respectively. The increase in selling expenses was primarily attributable to the new contracts signed during the year, which totaled $12.59 million in contract value, with $5.09 million already collected in repayments.

Current report

For the nine months ended September 30, 2025 and 2024, we recognized total share-based compensation expense of US$44.37 million and nil, respectively.

Current report

On April 24, 2025, our board of directors approved the 2025 Equity Incentive Plan, which was subsequently approved by our shareholders at the annual meeting held on June 20, 2025. On July 3, 2025, we registered 80 million shares of common stock with the Securities and Exchange Commission for issuance under the 2025 Equity Incentive Plan. The registration statement became effective upon filing.

Current report

These shares are reserved for future issuance to our employees, directors, consultants, and other eligible service providers under the terms of the 2025 Equity Incentive Plan. As of September 30, 2025, we have granted awards representing 70 million shares of common stock under the 2025 Equity Incentive Plan.

Current report

On July 8, 2025, we granted 18,000,000 fully vested and immediately exercisable stock awards to certain advisors in recognition of their significant contributions to our acquisition of 5,000 BTC. Consistent with our accounting policy under ASC 718 for awards with no future service requirements, we recognized the total stock-based share-based compensation expense of $42,840,000 in full upon the grant date.

Current report

In July 2025, we purchased advisory services and granted 2,000,000 fully vested and immediately exercisable shares of common stock as compensation. In August 2025, we granted an additional 50,000,000 shares of common stock, which are subject to a four-year service-based vesting period. In accordance with ASC 718, we are recognizing the total share-based compensation expense over the respective service periods. For the nine months ended September 30, 2025, we recognized $1,527,409 of share-based compensation expense related to these awards.

Current report

All awards are subject to our Clawback Policy, which allows us to recover shares in cases of financial restatements or misconduct.

Current report

As of September 30, 2025, we had cash on hand of $12.4 million. To date, we have financed our operations primarily through net cash flow from operations and the financing ability of existing shareholders. We believe that our current levels of cash and digital assets from operations will be sufficient to meet our anticipated cash needs for our operations and expansion plans for at least the next 12 months.

Current report

For the nine-month period ended September 30, 2025 and 2024, the financing cash flow is $8.03 million and nil, respectively.

Current report

On September 2, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors. Pursuant to the Purchase Agreement, we completed a registered direct offering on September 3, 2025 and issued: (1) 25,313,256 shares of its common stock, no par value, at a purchase price of $0.15 per share; and (2) pre-funded warrants to purchase up to 34,686,744 shares of common stock at a purchase price of $0.149 per warrant. Net proceeds from the offering amounted to approximately $8,030,250 after deducting placement agent fees and other offering expenses. These proceeds are designated exclusively for working capital purposes.
Removed paragraphs (2)

Previous report

For the six-month period ended June 30, 2025 and 2024, general and administrative expenses were $705,820 and $675,144, respectively. The increase was primarily driven by higher litigation-related legal fees.

Previous report

As of June 30, 2025, we had cash on hand of $668,387. There is no change in cash held during the period.
Reworded paragraphs (6)

Previous wording

Next Technology Holding 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.

Current wording

Next Technology Holding Inc. was incorporated in the State of Wyoming on March 28, 2019, under the name “WeTrade Group, Inc.” and served as a holding company with substantially all operations conducted through subsidiaries in the PRC, engaging in the business of providing technical services and solutions to corporate and individual users. On March 18, 2024, the Company changed its name to Next Technology Holding Inc.. In the third quarter of 2024, the Company terminated all operations in the PRC to shift its software development services to overseas markets and commenced another business strategy of acquiring and holding bitcoin. 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.

Previous wording

The following tables provide a comparison of a summary of our results of operations for the six-month period ended June 30, 2025 and 2024.

Current wording

The following tables provide a comparison of a summary of our results of operations for the nine months ended September 30, 2025 and 2024.

Previous wording

For the six-month period ended June 30, 2025 and 2024, total revenue were $nil, respectively.

Current wording

For the nine-month period ended September 30, 2025 and 2024, total revenue were $1,788,205 and $nil, respectively.

Previous wording

For the six-month period ended June 30, 2025 and 2024, other income were $395,661,456 and $15,595,778, respectively, which was mainly due to fair value gain from digital assets during the period.

Current wording

For the nine-month period ended September 30, 2025 and 2024, other income was $430,398,332 and $17,899,568, respectively, which was mainly due to fair value gain from digital assets during the period.

Previous wording

As a result of the factors described above, there was a net income of $312,014,952 and $12,619,286 for the period ended June 30, 2025 and 2024, respectively. The increase in net income is mainly due to fair value gain from digital assets during the period.

Current wording

As a result of the factors described above, there was a net income of $295.1 million and $14.0 million for the period ended September 30, 2025 and 2024, respectively. The increase in net income is mainly due to fair value gain of $430.40 million from digital assets and gross profit increased of $0.81 million during the period, partly offset by (1) the increase of share-based compensation expense of $44.37 million, and (ii) the increase of income tax expense of $87.58 million.

Previous wording

For the six-month period ended June 30, 2025 and 2024, the operating cash flow is nil and nil. We borrowed funds from former executives and third parties to cover daily operational expenses. Repayment is anticipated to occur once the bank accounts are restored to normal operating status.

Current wording

For the nine-month period ended September 30, 2025 and 2024, the operating cash flow is $3.7 million and nil, respectively. We borrowed funds from former executives and third parties to cover daily operational expenses.