SEC Comment Letter 0000000000-24-008653 to Next Technology Holding Inc. (NXTT)
Next Technology Holding Inc.
Date: July 30, 2024 · CIK: 0001784970 · Accession: 0000000000-24-008653
AI Filing Summary & Sentiment
File numbers found in text: 001-41450
Letter
July 30, 2024 Ken Tsang Chief Financial Officer Next Technology Holding Inc. Ruoom 519, 05/F, Block T3, Qianhai Premier Finance Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, China 518000 Re:Next Technology Holding Inc. Forms 10-K and 10-K/A for the Fiscal Year Ended December 31, 2023 File No. 001-41450 Dear Ken Tsang: We have reviewed your July 19, 2024 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our July 5, 2024 letter. Forms 10-K and 10-K/A for the Fiscal Year Ended December 31, 2023 Financial Statements Report of Independent Registered Public Accounting Firm, page F-2 1.We note from your response to prior comment 3 that the accounting for discontinued operations related to WeTrade Information Systems was audited by JWF Assuance PAC (JWF). However, the opinion paragraph cited in your response does not address JWF's audit of the accounting for discontinued operations as it relates to the December 31, 2022 financial statements. Please have JWF revise their opinion to include an explanatory paragraph to clarify that they audited the adjustments related to discontinued operations for fiscal 2022 but were not engaged to audit, review or apply any procedures to the fiscal 2022 financial statements other than with respect to such adjustments. Similarly, request that your predecessor auditor, Assentsure PAC, revise their opinion to clarify that their opinion is before the effects of any adjustments related to discontinued operations. Refer to the guidance in Questions 5 and 9 of the PCOAB Staff Questions and Answers on Adjustments to Prior-Period Financial Statements Audited by a Predecessor Auditor.
July 30, 2024 Page 2 Note 7. Prepayments, page F-14 2.We note your response to prior comment 5. Please revise to disclose that you are still negotiating the terms of the remaining 60% balance due for the purchase of 1000 BTC and when you expect the transaction will close. In addition, revise to clarify management's expectation that the stock issuance will not result in a change of control event and tell us what management considered in reaching this conclusion. Lastly, as previously requested, please tell us the name or names of the parties that will receive such shares. Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Technology cc:Meng Lai
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July 30, 2024
Ken Tsang
Chief Financial Officer
Next Technology Holding Inc.
Ruoom 519, 05/F, Block T3, Qianhai Premier Finance Centre Unit 2,
Guiwan Area, Nanshan District, Shenzhen, China 518000
Re:Next Technology Holding Inc.
Forms 10-K and 10-K/A for the Fiscal Year Ended December 31, 2023
File No. 001-41450
Dear Ken Tsang:
We have reviewed your July 19, 2024 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 5, 2024 letter.
Forms 10-K and 10-K/A for the Fiscal Year Ended December 31, 2023
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
1.We note from your response to prior comment 3 that the accounting for discontinued
operations related to WeTrade Information Systems was audited by JWF Assuance PAC
(JWF). However, the opinion paragraph cited in your response does not address JWF's
audit of the accounting for discontinued operations as it relates to the December 31, 2022
financial statements. Please have JWF revise their opinion to include an explanatory
paragraph to clarify that they audited the adjustments related to discontinued operations
for fiscal 2022 but were not engaged to audit, review or apply any procedures to the fiscal
2022 financial statements other than with respect to such adjustments. Similarly, request
that your predecessor auditor, Assentsure PAC, revise their opinion to clarify that their
opinion is before the effects of any adjustments related to discontinued operations. Refer
to the guidance in Questions 5 and 9 of the PCOAB Staff Questions and Answers on
Adjustments to Prior-Period Financial Statements Audited by a Predecessor Auditor.
July 30, 2024
Page 2
Note 7. Prepayments, page F-14
2.We note your response to prior comment 5. Please revise to disclose that you are still
negotiating the terms of the remaining 60% balance due for the purchase of 1000
BTC and when you expect the transaction will close. In addition, revise to clarify
management's expectation that the stock issuance will not result in a change of control
event and tell us what management considered in reaching this conclusion. Lastly, as
previously requested, please tell us the name or names of the parties that will receive such
shares.
Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Meng Lai