Shareholders’ Equity

9 Months Ended

Sep. 30, 2025

Shareholders’ Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 10 – SHAREHOLDERS’ EQUITY

The Company has an unlimited number of authorized ordinary shares and has issued 34,882 and 2,865,730 shares with no par value as of December 31, 2024 and September 30, 2025, respectively.

On July 21, 2022, the Company completed the 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 Company’s total issued and outstanding common stock has 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 shares was $477,500. The Company’s total issued and outstanding common stock 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. 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, 1,570,600 shares were issued for a total amount of $12,616,454, and the Company’s common stock issued increased to 2,625,130 shares as of December 31, 2023.

In April 2024, 3,940,000 shares were issued for a total amount of $13,396,000 for the acquisition of 20% of an associate company.

On April 9, 2024, the Company converted $1,974,140 of outstanding liabilities into 411,280 shares of common stock at $4.80 per share (based on the 10-day average trading price). These liabilities represented: (1) Advance from shareholders to pay outstanding legal fee, salaries, Edgar filing fee, audit fee, which accumulated from January 2023 to March 2024 of $594,140; (2) accounting and compliance fee, which accumulated from January 2023 to March 2024 of $420,000; (3) legal advisory fee in relation to BTC transaction which accumulated from January 2023 to March 2024 of $480,000; (4) BTC Consultant fee, which accumulated from January 2023 to March 2024 of $480,000. Prior to conversion, these interest-free, unsecured obligations with no fixed repayment terms were recorded as current liabilities. The conversion resulted in the decrease of $1,974,140 of liabilities (including $594,140 due to related parties and $1,380,000 of other payable) and the related increase of stockholders’ equity by the same amount.

In March 2025, 135,171,078 shares and warrants to purchase 294,117,647 shares of Common Stock at a nominal exercise price (the “Warrants”, and the shares issuable under the Warrants, the “Warrant Shares”) were issued for the acquisition of 5,000 bitcoin. The market price was $0.34 per share and total consideration for acquisition of 5,000 bitcoin was $158.08 million. On the same date as the issuance of the Warrants, the Warrants were exercised, and the Company issued all of the Warrant Shares. The total outstanding shares of the Company increased to 436,265,135 shares.

On July 3, 2025, the Company filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (SEC) to register 80 million of common stocks under the Next Technology Holding Inc. 2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”). The registration became effective upon filing. These shares are reserved for future issuance to employees, directors, advisors and other eligible participants under the Plan. On July 8, 2025 and August 8, 2025, respectively, the Company granted 20 million and 50 million of common stock under the 2025 Equity Incentive Plan, respectively. The total outstanding shares of the Company increased to 456,265,135 shares and 506,265,135 shares, respectively.

On September 2, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors. Pursuant to the Purchase Agreement, the Company completed a registered direct offering (the “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. The pre-funded warrants were issued to investors whose purchase of common stock in the Offering would have resulted in them, together with their affiliates, beneficially owning more than 9.99% of the Company's outstanding share capital. Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.001 per share and is exercisable immediately until exercised in full, subject to beneficial ownership limitations. Subsequent to the Offering, the investors fully exercised all pre-funded warrants, resulting in the issuance of 34,686,744 shares of common stock. 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. Pursuant to standard lock-up provisions, the Company has agreed to refrain from issuing additional equity securities or filing new registration statements for a period of 60 days following the closing date.

On September 16, 2025, the Company effected a 200-for-1 reverse stock split of its common stock, resulting in the consolidation of every two hundred issued and outstanding shares into one share. The reverse stock split reduced the number of outstanding shares from approximately 566,265,135 to approximately 2,865,730 as of the date of this report. The par value per share and the number of authorized shares remained unchanged. The reverse stock split was applied uniformly to all stockholders and did not alter relative ownership percentages, except for minor changes due to rounding. Stockholders holding shares in brokerage accounts or in book-entry form were not required to take any action. The reverse stock split did not adjust the number of reserved but unissued shares under the Company’s 2025 Equity Incentive Plan.