Correspondence 0001213900-24-068801 from Next Technology Holding Inc. (NXTT)
Next Technology Holding Inc.
Date: Aug. 14, 2024 · CIK: 0001784970 · Accession: 0001213900-24-068801
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File numbers found in text: 001-41450
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CORRESP
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filename1.htm
Next
Technology Holding Inc.
August
14, 2024
Division
of Corporation Finance Office of Technology
U.S.
Securities and Exchange Commission
100
F Street, NE
Washington,
DC 20549
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
Sir/Madam,
We
received a letter, dated July 5, 2024 (the “First Comment Letter”), from the staff (the “Staff”)
of the Securities and Exchange Commission with respect to the Forms 10-K and 10-K/A for the Fiscal Year Ended December 31, 2023 (File
No. 001-41450) filed by Next Technology Holding Inc. (“we” or the “Company”) on April 15, 2024
and June 21, 2024, respectively (collectively, the “10-K/A”), and filed our correspondence to the First Comment Letter
on July 19, 2024.
On
July 30, 2024, we received another letter from the Staff with respect to the 10-K/A (the “Second Comment Letter”).
We set forth below responses to the Second Comment Letter. For your convenience, the Staff’s comments set forth in the Second Comment
Letter are repeated below in bold and italics, followed in each case by our responses.
Form
10-K/A for the Year Ended December 31, 2023
Financial
Statements
Report
of Independent Registered Public Accounting Firm, page 1
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.
We
will file a Form 10-K/A to incorporate JWF’s revised opinion, which will include an explanatory paragraph clarifying 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.
Additionally,
in the same Form 10-K/A, our predecessor auditor, Assentsure PAC, will revise their opinion to clarify that their opinion was issued
before considering the effects of any adjustments related to discontinued operations.
Note
7. Prepayments, page 2
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.
We
will file a Form 10-K/A to disclose that we are still negotiating the terms of the remaining 60% balance due for the purchase of 1000
BTC (the “Transaction”), the timeline for such Transaction to close, and the factors that our management considered
in determining that such Transaction will not result in a change of control event.
Based
on the current negotiation, the following sellers are expected to receive shares of the Company as result of the Transaction:
(i) QUANTUMCORE
LIMITED;
(ii) SYNAPSENET
LIMITED;
(iii) CLOUDMIND
LIMITED;
(iv) EVOLVETECH
LIMITED;
(v) INFITEX
LIMITED;
(vi) INNOVEXA
LIMITED;
(vii) SPECTRUMTECH
LIMITED;
(viii) INNOVATRIX
LIMITED;
(ix) NEURONIC
LIMITED;
(x) DIGIFORGE
LIMITED;
(xi) CYPHERNET
LIMITED;
(xii) PROTONTECH
LIMITED; and
(xiii) LUMINATECH
LIMITED.
*****
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Thank
you for your consideration in reviewing the above responses. If you have any questions or further comments, please contact the undersigned
by phone at +852 67966335 or by e-mail at finance@wetrade.technology.
Very
truly yours,
/s/
Ken Tsang
Ken
Tsang
Chief Financial Officer
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