Next Technology Holding Inc.

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. We currently pursue two corporate strategies. One business strategy is to continue providing software development services, and the other strategy is to hold and manage Bitcoin.

Previous wording

We hold substantially all of our Bitcoin in custody accounts at Japanese based, institutional-grade custodians that have demonstrated records of regulatory compliance and information security. 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.

Current wording

We hold substantially all of our Bitcoin in custody accounts at Japanese based, institutional-grade custodians that have demonstrated records of regulatory compliance and information security. Our Bitcoin strategy has historically involved acquiring Bitcoin with our liquid assets that exceeded 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.

Previous wording

The following tables provide a comparison of a summary of our results of operations for the six months ended June 30, 2026 and 2025. We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and are providing scaled MD&A disclosures pursuant to Regulation S-K. Management has determined that the comparison of operating results for the six-month period ended June 30, 2026, with the corresponding period of the prior fiscal year, provides sufficient and representative information regarding changes in the Company’s operations. The Company’s operating results did not vary materially between the first and second quarters of the six-month period, and no unusual or infrequent events occurred during either quarter that would warrant separate quarterly discussion. Accordingly, a separate narrative discussion of the three-month period has not been included.

Current wording

The following tables provide a comparison of a summary of our results of operations for the nine and the three months ended September 30, 2026 and 2025. We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, and are providing scaled MD&A disclosures pursuant to Regulation S-K.

Previous wording

For the six months ended June 30, 2026, our cost of revenue was $0.9 million, compared to nil for the six months ended June 30, 2025. The notable rise of $0.9 million was mainly driven by increased utilization of external vendors and outsourced development resources, as well as higher personnel expenses resulting from an increase in headcount to support revenue growth.

Current wording

For the nine months ended September 30, 2026, our cost of revenue was $7.0 million, compared to $1.0 million for the nine months ended September 30, 2025. The notable rise of $6.0 million was mainly driven by increased utilization of external vendors and outsourced development resources, as well as higher personnel expenses resulting from an increase in headcount to support revenue growth.

Previous wording

For the six months ended June 30, 2026, our gross profit was $0.4 million, compared to nil for the six months ended June 30, 2025. For the six months ended June 30, 2026, our gross margin was 33.1%, compared to nil for the six months ended June 30, 2025. Gross margin for the six months ended June 30, 2026 reflects our revenue mix and early commercialization and may fluctuate with the mix of software, hardware, and services.

Current wording

For the nine months ended September 30, 2026, our gross profit was $3.0 million, compared to $0.8 million for the nine months ended September 30, 2025. For the nine months ended September 30, 2026, our gross margin was 29.7%, compared to 45.1% for the nine months ended September 30, 2025. Gross margin for the nine months ended September 30, 2026 reflects our revenue mix and early commercialization and may fluctuate with the mix of software, hardware, and services.

Previous wording

The significant increase in R&D expenses reflects our strategic commitment to expanding its research capabilities and investing in new technology domains. We believe that these investments are critical to enhancing product innovation, strengthening long-term competitiveness, and supporting sustainable growth. While such expenditures increased operating expenses in the current period, they are expected to generate long-term value by accelerating technology development and market expansion.

Current wording

The R&D expenses reflect our strategic commitment to expanding its research capabilities and investing in new technology domains. We believe that these investments are critical to enhancing product innovation, strengthening long-term competitiveness, and supporting sustainable growth. While such expenditures increased operating expenses in the current period, they are expected to generate long-term value by accelerating technology development and market expansion.

Previous wording

Selling and marketing expenses primarily include: (i) advertising and promotion expenses, (ii) compensation and benefits for sales personnel, and (iii) travel and other routine office expense. All expenses are recognized in the period in which the related services occur or the benefits are received.

Current wording

Selling and marketing expenses primarily include: (i) advertising and promotion expenses, (ii) compensation and benefits for sales personnel, and (iii) travel and other routine office expense and (iv) share-based compensation. All expenses are recognized in the period in which the related services occur or the benefits are received.

Previous wording

For the six months ended June 30, 2026, selling and marketing expenses was $0.7 million, compared to nil for the six months ended June 30, 2025. The increase was primarily attributable to:(i) higher payroll and bonus expenses, as we recorded performance-based bonuses for sales management personnel in line with the significant increase in sales revenue and cash collections during the period; and (ii) increased advertising and promotional expenses, reflecting expanded marketing activities to support revenue growth and customer acquisition.

Current wording

For the nine months ended September 30, 2026, selling and marketing expenses was $3.1 million, compared to $0.3 million for the nine months ended September 30, 2025. The increase was primarily attributable to: (i) higher payroll and bonus expenses, as we recorded performance-based bonuses for sales management personnel in line with the significant increase in sales revenue and cash collections during the period; (ii) increased advertising and promotional expenses, reflecting expanded marketing activities to support revenue growth and customer acquisition and (iii) the increase of share-based compensation.

Previous wording

General and administrative expenses also consisted of (i) salary, welfare and share-based compensation for general and administrative personnel, (ii) office expense, and (iii) professional service fees and others.

Current wording

General and administrative expenses also consisted of (i) salary, welfare and share-based compensation for general and administrative personnel, (ii) office expense, (iii) professional service fees and others and (iv) share-based compensation.

Previous wording

For the six months ended June 30, 2026, other expenses were $164.6 million, compared to other income of $395.7 million for the six months ended June 30, 2025, an unfavorable change of $560.3 million. The year-over-year change was primarily driven by a decline in the fair value of our Bitcoin holdings, resulting in recognition of an unrealized loss for the six months ended June 30, 2026. Fluctuations in Bitcoin market prices materially affect our reported results of operations, and we expect such volatility to continue to impact our financial performance in future periods. Changes in fair value are non-cash until realized through sale.

Current wording

For the nine months ended September 30, 2026, other expenses were $28.1 million, compared to other income of $430.4 million for the nine months ended September 30, 2025, an unfavorable change of $458.5 million. The year-over-year change was primarily driven by a decline in the fair value of our Bitcoin holdings, resulting in recognition of an unrealized loss for the nine months ended September 30, 2026. Fluctuations in Bitcoin market prices materially affect our reported results of operations, and we expect such volatility to continue to impact our financial performance in future periods. Changes in fair value are non-cash until realized through sale.

Previous wording

For the six months ended June 30, 2026, our income tax benefits was $40.5 million, compared to income tax expenses of $82.9 million for the six months ended June 30, 2025. The year-over-year change primarily reflects a significant decrease in pre-tax income, driven mainly by lower other income (i.e., an unrealized loss) associated with changes in the fair value of our Bitcoin holdings in 2026. Our income tax (benefit) expense may continue to fluctuate in future periods based on our profitability, movements in the fair value of digital assets, and changes in applicable tax regulations.

Current wording

For the nine months ended September 30, 2026, our income tax benefits was $12.7 million, compared to income tax expenses of $90.2 million for the nine months ended September 30, 2025. The year-over-year change primarily reflects a significant decrease in pre-tax income, driven mainly by lower other income (i.e., an unrealized loss) associated with changes in the fair value of our Bitcoin holdings in the nine months ended September 30, 2026. Our income tax (benefit) expense may continue to fluctuate in future periods based on our profitability, movements in the fair value of digital assets, and changes in applicable tax regulations.

Previous wording

As a result of the factors described above, for the six months ended June 30, 2026 and 2025, there was a net loss of $135.6 million and a net income of $312.0 million, respectively. The decrease is mainly due to loss in fair value in digital assets and offset by decrease in income tax expenses.

Current wording

As a result of the factors described above, for the nine months ended September 30, 2026 and 2025, there was a net loss of $32.2 million and a net income of $295.1 million, respectively. The decrease is mainly due to loss in fair value in digital assets and offset by decrease in income tax expenses.

Previous wording

As of June 30, 2026, we had total assets of $512.4 million, which mainly consisted of $159.0 million in cash and cash equivalents, $351.5 million in digital assets, $0.1 million in accounts receivable, net and $1.7 million in prepaid expenses; we had total liabilities of $27.0 million which consisted of $1.3 million in accounts payable, $0.7 million in amount due to related parties, $0.1 million in income tax payable, $0.8 million in accrued expense and other payable and $24.1 million in deferred tax liabilities; we had total stockholders’ equity of $485.4 million.

Current wording

As of September 30, 2026, we had total assets of $654.3 million, which mainly consisted of $163.9 million in cash and cash equivalents, $488.0 million in digital assets, $0.3 million in accounts receivable, net and $2.1 million in prepaid expenses; we had total liabilities of $57.8 million which consisted of $2.9 million in contract liability, $1.3 million in accounts payable, $1.0 million in amount due to related parties, $0.1 million in income tax payable, $0.7 million in accrued expense and other payable and $51.9 million in deferred tax liabilities; we had total stockholders’ equity of $596.5 million.

Previous wording

Our primary sources of liquidity have been through the operation of our business and financing activities, which have historically been sufficient to meet our working capital, our business needs, as well as our capital expenditure requirements. As of June 30, 2026, we had cash and cash equivalents of $159.0 million. As of and for the six months ended June 30, 2026, we had a positive working capital of $509.4 million, net cash used in operating activities of $2.1 million, and a net loss of $135.6 million, with unrealized fair value loss of $164.6 million.

Current wording

Our primary sources of liquidity have been through the operation of our business and financing activities, which have historically been sufficient to meet our working capital, our business needs, as well as our capital expenditure requirements. As of September 30, 2026, we had cash and cash equivalents of $163.9 million. As of and for the nine months ended September 30, 2026, we had a positive working capital of $648.4 million, net cash provided by operating activities of $2.8 million, and a net loss of $32.2 million, with unrealized fair value loss of $28.1 million.

Previous wording

We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain additional credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Current wording

We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to sell or pledge Bitcoin, or issue equity or debt securities, obtain additional credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Previous wording

Our cash flow used in operating activities was $2.1 million for the six months ended June 30, 2026. This resulted from net loss of $135.6 million, adjusted for non-cash and working capital items. Positive adjustments to operating cash flows included $8.4 million of share-based compensation and $164.6 million of non-cash fair value loss on digital assets. These were partially offset by a $40.5 million of deferred tax benefits.

Current wording

Net cash provided by operating activities was $2.8 million for the nine months ended September 30, 2026. This consisted primarily of a net loss of $32.2 million, adjusted for (i) $16.2 million of share-based compensation, (ii) $28.1 million of non-cash fair value loss on digital assets, and (iii) a $2.9 million increase in contract liability. These adjustments were partially offset by $12.7 million of deferred tax benefits.

Previous wording

Our cash flow used in investing activities was nil for the six months ended June 30, 2026 and 2025.

Current wording

Our cash flow used in investing activities was nil for the nine months ended September 30, 2026 and 2025.

Previous wording

Our cash flow generated from financing activities was $155.5 million and nil for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Our cash flow generated from financing activities was $155.5 million and $8.0 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

There were no capital expenditures during the six months ended June 30, 2026 and 2025. However, future capital expenditures will be made to support the expected growth of the business.

Current wording

There were no capital expenditures during the nine months ended September 30, 2026 and 2025. However, future capital expenditures will be made to support the expected growth of the business.

Previous wording

We provide stand-alone maintenance and support that is separately priced and contracted and constitutes a distinct performance obligation. These services are billed monthly in arrears, and revenue is recognized ratably over the monthly service period as the services are provided. Amounts billed in arrears are recorded as accounts receivable when the service is provided. Advance billings, when applicable, are recorded as contract liabilities, which are not significant given our usual billing practices.

Current wording

We provide stand-alone maintenance and support that is separately priced and contracted and constitutes a distinct performance obligation. These services are billed monthly in arrears, and revenue is recognized ratably over the monthly service period as the services are provided. Amounts billed in arrears are recorded as accounts receivable when the service is provided. Advance billings, when applicable, are recorded as contract liability, which are not significant given our usual billing practices.

Previous wording

Accounts receivable represent unconditional rights to consideration for services provided in accordance with contractual billing schedules, which are typically monthly in arrears. Contract liabilities primarily relate to any advance billings and are not significant.

Current wording

Accounts receivable represent unconditional rights to consideration for services provided in accordance with contractual billing schedules, which are typically monthly in arrears. contract liability primarily relate to any advance billings and are not significant.

Previous wording

For the six months ended June 30, 2026 and 2025, all revenue recognized over time amounted to $1.3 million and nil, respectively. For the six months ended June 30, 2026 and 2025, all revenue from software development services amounted to $0.9 million and nil, respectively.

Current wording

For the nine months ended September 30, 2026 and 2025, all revenue recognized over time amounted to $10.0 million and $1.8 million, respectively. For the nine months ended September 30, 2026 and 2025, all revenue from software development services amounted to $10.0 million and $1.8 million, respectively.

Previous wording

As of June 30, 2026 and December 31, 2025, accounts receivable from customers amounted to $127,500 and $354,772, respectively, there is no allowance provided.

Current wording

As of September 30, 2026 and December 31, 2025, accounts receivable from customers amounted to $255,000 and $354,772, respectively, there is no allowance provided.