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    WWW.MAGSTONELAW.COM

    293 Eisenhower

Parkway Suite 135

Livingston NJ 07039
    415 S Murphy Ave

Sunnyvale

Ca 94086
    641 Lexington Avenue

14th floor

New York, NY 10022
    1 Raffles Place -

Tower 2, #20-61

Singapore 048616

October 17, 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.

    Preliminary Information Statement on Schedule
    14C

    Filed October 3, 2024

    SEC File No.: 001-41450

Dear Sir/Madam,

On behalf of Next Technology
Holding Inc. (the “Company”), we hereby submit this letter setting forth the responses to the comment letter of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to
the Preliminary Information Statement on Schedule 14C (File No. 001-41450) filed on October 3, 2024 (the “Initial Schedule 14C”).
Capitalized terms used herein without definition shall have such meanings ascribed to them in the Initial Schedule 14C. For your convenience,
the Staff’s comments are repeated below in bold and italics, followed in each case by the responses of the Company.

Concurrently with the
submission of this letter, we respectfully submit in this letter the proposed amendments to the disclosures contained in the Initial Schedule
14C (with new language indicated by underlines and deleted language indicated by strike-through marks). We undertake to include the proposed
amendments as set forth below in the revised Preliminary Information Statement on Schedule 14C, substantially in the form of Exhibit
A attached hereto (the “Revised Schedule 14C”), subject to the Staff’s further review and comment with appropriate
revisions and updates to reflect the Company’s circumstances at the time when it files the Revised Schedule 14C.

General, page 1

 1. We note your statement that, “The shares and warrant shares to be issued
pursuant to the Amendment have not been registered under the Securities Act of 1933, as amended, and accordingly, may not be offered or
sold within the United States in the absence of an effective registration or an applicable exemption from the registration requirements.”
Please disclose whether you intend to file a registration statement in connection with this transaction or identify the exemption claimed
and describe the facts supporting your reliance on it.

Response: In
response to the Staff’s comments, we respectfully advise the Staff that the Company does not intend to file a registration statement
in connection with the Transaction, and we have revised our disclosure on page 2 of the Revised Schedule 14C.

 2. Please revise to provide the disclosure required by Items 11(c) and (e) of
Schedule 14A which includes the disclosure required by Item 13(a) of Schedule 14A, or tell us why it is not required.

Response: In
response to the Staff’s comments regarding the disclosures required by Item 11(c) of Schedule 14A, we have revised our disclosure
throughout the Revised Schedule 14C. Specifically, we have replaced the definition of “BTC Shares” with “Shares”
in the Revised Schedule 14C to clarify that these refer to the shares of common stock to be issued by the Company to the BTC Sellers as
partial consideration for the Company’s purchase of 5,000 BTC from the BTC Sellers at $30,000 per BTC pursuant to the Amended BTC
Contract.

In response
to the Staff’s comments regarding the disclosures required by Item 11(e) of Schedule 14A, we have revised our disclosure on page
2 of the Revised Schedule 14C in accordance with Item 13(b) of Schedule 14A.

We trust the foregoing
sufficiently responds to the Staff’s comments. The Company acknowledges:

 ● The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ● Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

 ● The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

*****

Thank you for your consideration in reviewing
the above responses. If you have any questions or wish to discuss any aspect of the Revised Schedule 14C, please contact the undersigned
by phone at (650)521-4635 or by e-mail at laimeng@magstonelaw.com.

    Very truly yours,

    /s/ Meng (Mandy) Lai

    Meng (Mandy) Lai

Exhibit A

Draft Revised Schedule 14C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

(Amendment No. 1)

Check the appropriate box:

 ☒ Preliminary
Information Statement

 ☐ Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2))

 ☐ Definitive
Information Statement

Next Technology Holding
Inc.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

 ☒ No
fee required.

 ☐ Fee
paid previously with preliminary materials.

 ☐ Fee
computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act
Rules 14c-5(g) and 0-11

Next Technology Holding Inc.

Room 519, 05/F, Block T3, Qianhai Premier Finance
Centre Unit 2,

Guiwan Area, Nanshan District, Shenzhen, China
518000

+852- 52208810

The following information
is being provided to amend, supersede and replace Next Technology Holding Inc.’s (the “Company”) preliminary information
statement filed on October 3, 2024 (the “Previous Information Statement”) in its entirety. THE INFORMATION STATEMENT CONTAINS
IMPORTANT INFORMATION WHICH AMENDS, SUPERSEDES AND REPLACES THE PREVIOUS INFORMATION STATEMENT IN ITS ENTIRETY. WE ARE NOT ASKING YOU
FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

NOTICE OF ACTION TO BE TAKEN WITHOUT A MEETING

WE ARE NOT ASKING YOU FOR A PROXY

AND YOU ARE NOT REQUESTED TO SEND US
A PROXY

To the Holders of Common Stock of Next Technology Holding Inc.:

We are furnishing this Notice and the accompanying
Information Statement to the stockholders (the “Stockholders”) of record of common stock, with no par value (the “Common
Stock”), of Next Technology Holding Inc., a Wyoming corporation (the “Company”), in connection with a corporate action
(the “Transaction”) approved by the Board of Directors of the Company on September 24, 2024 and the holders of a majority
of the issued and outstanding voting securities of the Company (the “Majority Stockholders”)by written consent in lieu of
a special meeting on the same date.

The accompanying Information Statement is being
furnished to our Stockholders in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, and the rules promulgated
by the Securities and Exchange Commission thereunder, solely for the purpose of informing our Stockholders of the action taken by the
written consent. You are urged to read the accompanying Information Statement carefully and in its entirety for a description of the Transaction
taken by the Majority Stockholders. Stockholders who were not afforded an opportunity to consent or otherwise vote with respect to the
Transaction taken have no right under Wyoming Business Corporation Act or the Company’s Articles of Incorporation or Bylaws to dissent
or require a vote of all Stockholders.

The Transaction will not become effective before
a date which is twenty (20) calendar days after the accompanying Information Statement is first mailed to the Stockholders. The accompanying
Information Statement is being mailed on or about October 1327, 2024, to the Stockholders of record on the Record
Date.

Your vote or consent is not requested or required
to approve the Transaction. The accompanying Information Statement is provided solely for your information.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS
AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

    October 317,2024
    /s/ Weihong Liu

    Weihong Liu

    Chief Executive Officer

Next Technology Holding Inc.

Room 519, 05/F, Block T3, Qianhai Premier Finance
Centre Unit 2,

Guiwan Area, Nanshan District, Shenzhen, China
518000

+852- 52208810

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE

SECURITIES EXCHANGE ACT OF 1934

October 317, 2024

GENERAL INFORMATION

Next Technology Holding Inc., a Wyoming corporation
(the “Company”, “we,” or “us”), is sending you this Information Statement solely for purposes of informing
its stockholders of record as of September 24, 2024 (the “Record Date”), in the manner required by Regulation 14C of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), of a corporate action (the “Transaction”) approved by the
Board of Directors of the Company (the “Board”) on September 24, 2024 and the holders of a majority of the issued and outstanding
voting securities of the Company (the “Majority Stockholders”) by written consent in lieu of a special meeting on the same
date.

Upon closing of the Transaction, Company will
issue to certain BTC Sellers (as defined below)(i) a total of 135,171,078 newly issued shares of common stock of the Company, with no
par value (the “Common Stock”), which represent more than 20% of the issued and outstanding shares of Common Stock as of,
and after giving effect to, the closing of the Transaction, and (ii) warrants to purchase up to 294,117,647 of the Company’s Common
Stock on or prior to 5:00 p.m. (New York time)on the fifth anniversary of the closing date of the Transaction at a nominal exercise price.

The Common Stock is listed on the Nasdaq Capital
Market (“Nasdaq”), and the Company is subject to Nasdaq’s rules and regulations, including Nasdaq Rule 5635(a) and Nasdaq
5635(d). Nasdaq Rule 5635(a) requires stockholder approval prior to the sale, issuance, or potential issuance by an issuer of common stock,
in connection with the acquisition of stock or assets of another company, which equals 20% or more of the outstanding common stock or
voting power of the issuer prior to the acquisition. Nasdaq Rule 5635(d) requires stockholder approval prior to the issuance in a transaction
(other than a public offering) of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of
the outstanding common stock or 20% or more of the voting power outstanding for a purchase price that is lower than (i) the Nasdaq Official
Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of a binding agreement; or (ii) the average Nasdaq Official
Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding
agreement (such lower amount, the “Minimum Price”).

The approval of the Transaction for purposes of
Nasdaq Rule 5635(a) and Nasdaq Rule 5635(d) was taken by written consent pursuant to Section 17-16-704 of the Wyoming Business Corporation
Act, which provides that any action that may be taken at any annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding common stock having not less than the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present and voted.

On September 24, 2024, the Board adopted resolutions
approving the Transaction. In connection with the adoption of these resolutions, the Board had been informed that the Majority Stockholders
were in favor of this proposal and would give written consent approving the Transaction. On September 24, 2024, the Majority Stockholders
consented in writing to the Transaction. Accordingly, all necessary corporate approvals on part of the Company in connection with the
Transaction have been obtained and this Information Statement is furnished solely for the purpose of informing the stockholders of the
Company in the manner required under the Exchange Act.

THE TRANSACTION

Purpose of the Transaction

As previously
disclosed in a Form 8-K filed on September 28, 2023, the Company entered into a BTC Trading Contract (the “BTC Contract”)
with an autonomous organization (the “Association Seller”), which supports its members (the “BTC Sellers”) in
the sale of bitcoins (“BTC”). While the Association Seller provides services to facilitate the sale of BTC by the BTC Sellers,
it does not exert control over them by ownership or contract, nor does it make decisions for its members relating to the sale of BTC.
None of the BTC Sellers holds equity, serves as director or officer, or otherwise has voting power or management rights of the Association
Seller.

Under the
BTC Contract, the Company was entitled to purchase up to 6,000 BTC from the BTC Sellers at a purchase price of US$30,000 per BTC over
a 12-month period ending on September 25, 2024. Following the execution of the BTC Contract, the Company purchased 833 BTC from the BTC
Sellers and decided to purchase an additional 1,000 BTC (the “1,000 BTC Purchase”).

As of December
31, 2023, the Company made a prepayment to the BTC Sellers of approximately $12,125,500 (the “Prepayment Amount”), representing
40% of the total purchase price for 1000 BTC. This prepayment was made to secure favorable pricing and demonstrate the Company’s
commitment to completing the 1,000 BTC Purchase, and is refundable if the 1000 BTC Purchase is not completed. During the negotiations
of the 1,000 BTC Purchase with the BTC Sellers, the Company decided to exercise its right under the BTC Contract to purchase 5,000 BTC
(the “5,000 BTC Purchase”), which includes the previously planned 1,000 BTC. To reflect the then price increase in BTC and
finalize the transaction details of the 5,000 BTC Purchase, the Company and the Association Seller entered into an Amendment Agreement
(the “Amendment Agreement”) on May 2, 2024, which was previously disclosed in a Form 8-K filed by the Company on May 6, 2024.

    1

According
to the Amendment Agreement, the Company agreed to pay the aggregate price for the 5,000 BTC through the issuance of (i) 40,000,000 shares
of the Common Stock valued at $3.75 per share and (ii) warrants to purchase 80,000,000 shares of the Common Stock with the exercise price
of $2.6 per share. In connection with the 5,000 BTC Purchase, the Company filed a Preliminary Information Statement on Schedule 14C (the
“Preliminary 14C”)on May 8, 2024. However, following market fluctuations in BTC prices and further discussions with the BTC
Sellers, the Company decided not to pursue the 5,000 BTC Purchase, as disclosed on a Form 8-K filed by the Company on June 26, 2024.

Despite
the cessation of the 5,000 BTC Purchase, discussion regarding purchasing additional BTC under the BTC Contract, including without limitation,
negotiations regarding the original 1,000 BTC Purchase, continued.

Since September
2023, the Company’s initial BTC holdings have appreciated significantly, which the Company believes not only proves the effectiveness
of the Company’s investment strategy but also demonstrates its strength in the digital asset field. The Company believes that, Bitcoin,
as a scarce digital asset, has long-term appreciation potential, and the Company’s investment in BTC helps the Company diversify
its risks, hedge against inflation, enhance market recognition, and position itself for future technological innovations.

In light
of the above and the expiration of the Company’s purchase right under the BTC Contract, the Board believes it is in the best interest
of the Company to re-negotiate the terms for purchasing the remaining 5,167 BTC under the BTC Contract.

Description of the Transaction

On September 24, 2024, the Company and th