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Correspondence 0001213900-24-094347 from Next Technology Holding Inc. (NXTT)

Next Technology Holding Inc.
Date: Nov. 5, 2024 · CIK: 0001784970 · Accession: 0001213900-24-094347

AI Filing Summary & Sentiment

File numbers found in text: 001-41450

Date
November 5, 2024
Author
/s/ Eve Chan
Form
CORRESP
Company
Next Technology Holding Inc.

Letter

Division of Corporation Finance Office of Technology Next Technology Holding Inc. Forms 10-K and 10-K/A for the Fiscal Year Ended December 31, 2023 Response dated September 23, 2024 File No. 001-41450

Re:

Dear Sir/Madam,

We hereby respectfully 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 Quarterly Report on Form 10-Q of Next Technology Holding Inc. (formerly known as WeTrade Group Inc.) (the “Company” or “we”) for the quarter ended June 30, 2024 filed on August 22, 2024 (the “Original Filing”), and the Amended Quarterly Report on Form 10-Q/A of the Company for the quarter ended June 30, 2024 filed on September 20, 2024 (the “Amendment No.1,” together with the Original Filing, the “Second Quarter 10-Q”). For your convenience, the Staff’s comments set forth in the comment letter of the Staff are repeated below in bold and italics, followed in each case by our responses.

Concurrently with the submission of this letter, we respectfully submit in this letter the proposed amendments to the disclosures contained in the Second Quarter 10-Q (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 Second Quarter 10-Q, substantially in the form of Exhibit A attached hereto (the “Amendment No.2”), subject to the Staff’s further review and comment. Capitalized terms used herein without definition shall have such meaning ascribed to them in the Amendment No.2.

Amendment No. 1 to Form 10-Q for the Quarterly Period Ended June 30, 2024

Note 8. Prepayments, page 11

1. Please address the following as it relates to your response and revised disclosures to prior comment 4:

● You state that the BTC Trading Contract is with an autonomous organization (Associated Seller), which supports members in the sale of BTC but does not exert control over them by ownership or contract, nor does it make decisions for its members relating to the sale of BTC. Reconcile this statement with the BTC Trading Contract, which is between the company and Party B (Seller), whereby Party B agrees to sell its "owned virtual currency."

● We note you entered into an Amended and Restated BTC Trading Contract dated September 24, 2024 for the purchase of 5,000 BTC, which appears to include the 1,000 BTC previously discussed in your filings. We further note from your response that the delay in completing the purchase of the 1,000 BTC has been due to fluctuations in the BTC market. Tell us how you considered how continued fluctuations in the market will impact the completion of the 5,000 BTC purchase. In this regard, tell us why you believe members of the Associated Seller will be willing to sell their BTC to the company at a price of $30,000/BTC given the market price of BTC has consistently exceeded $30,000 since you initially entered into these agreements in September 2023.

● Clarify whether the members of the Associated Sellers have committed to this sale and revise to include signed agreements from each seller.

● Revise to disclose the material terms of the September 24, 2024 Amended and Restated BTC Trading Agreement including the term, transaction price, payment method and intent to exercise the Buyer's option for 5,000 BTC as a subsequent event in your June 30, 2024 Form 10-Q/A. Include the number of shares and warrants that you expect to issue and how that will impact total shares outstanding. Also, tell us and revise to disclose how you valued the shares and warrants to be issued.

● Your response states that the transaction referenced in the Preliminary 14C covers the purchase of only 5,000 BTC, which you confirm the company is no longer pursuing. Your response also indicates that if the company intends to pursue the purchase of the entire remaining 5,167, you will obtain the requisite shareholder approval again in accordance with your charter documents and applicable laws. Please clarify whether you are required to seek approval for the 5,000 BTC purchase referenced in the Amended and Restated BTC Trading Contract dated September 24, 2024 and revise your disclosures accordingly.

Response:

● In response to the Staff’s comments, we respectfully advise the Staff that Party B (Seller) referred to in the BTC Contract is the Association Seller. Although the BTC Contract states that the Association Seller (Party B) “owns the virtual currency”, to our knowledge, this statement was mistakenly made and it were the individual members of the Association Seller, not the Association Seller itself, who own the BTC to be sold under the BTC Contract. We have revised our disclosure on page 16 of the Amendment No.2.

● In response to the Staff’s comment, we respectfully advise the Staff that (i) the 5,000 BTC under the Amended BTC Contract includes the 1,000 BTC previously discussed; and (ii) given the market price of BTC has consistently exceeded $30,000, the consideration for the Company to purchase the BTC under the Amended BTC Contract includes a warrant to purchase 294,117,647 shares of common stock of the Company at a nominal exercise price, in addition to $12,125,500 in cash the Company had prepaid and issuance of 135,171,078 shares of Common Stock valued at $1.02 per share.

● In response to the Staff’s comment, we respectfully advise that, as the Amended BTC Contract was entered into by the Company and the Association Seller only, no BTC Sellers owe any legal obligation to the Company in connection with the purchase and sale of BTC. We have revised our disclosure on page 16 of the Amendment No.2 to clarify that the Company may not be able to purchase the BTC from the BTC Sellers pursuant to the Amended BTC Contract.

● In response to the Staff’s comment, we have revised our disclosure in “Note 15 – Subsequent Events” on page 16 of the Amendment No.2 to include the required disclosure. In response to the Staff’s comment, we have revised our disclosure on page 17 of the Amendment No.2 to clarify that the Company is required to seek stockholder approval for the 5,000 BTC purchase referenced in the Amended BTC Contract.

2. We note your response to prior comment 5. Please revise to include a discussion of the material terms of the BTC Option Contract entered into on May 2, 2024 to purchase 20,000 BTC over a three-year period at a fixed price of $60,000 along with a discussion of the status of this agreement, including the number of BTC acquired at the time of each filing.

Response: In response to the Staff’s comment, we have revised our disclosure on page 24 of the Amendment No.2.

Note 13. Shareholders' Equity, page 14

3. We note your revised disclosures where you refer to the conversion of an outstanding loan in the amount $1,974,140 into 411,280 shares of the company's common stock during April 2024. Please tell us, and revise to disclose, the nature of this loan, its terms, and how it is reflected in in the financial statements both before and after its conversion.

Response: In response to the Staff’s comment, we have revised our disclosure on page 16 of the 10Q/A Amendment No.2.

General

4. We note you restated the financial statements included in the March 31 and June 30, 2024 Forms 10-Q/A. Please further revise both of these filings to label all affected financial statements as restated and include a footnote describing the nature of each error and the effect of such errors on each financial statement line item. We refer you to ASC 250-10- 50-7. In addition, tell us your consideration to file an Item 4.02 Form 8-K related to such errors to indicate that the previously issued financial statements in the affected periods should no longer be relied upon.

Response: In response to the Staff’s comment, the Company has attached substantially in the form of Exhibit B the proposed Item 4.02 Form 8-K related to such errors to indicate that the previously issued financial statements in the affected periods should no longer be relied upon. Furthermore, the nature of each error and the effect of such errors on each financial statement line item have been labeled and included in the Item 4.02 Form 8-K. The proposed Form 8-K is subject to the Staff’s further review and comment.

*****

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 contact@nxtttech.com.

Very truly yours,
/s/ Eve Chan

Show Raw Text
CORRESP
1
filename1.htm

Next
Technology Holding Inc.

November 5, 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

    Response dated September 23, 2024

    File No. 001-41450

Dear Sir/Madam,

We hereby respectfully
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 Quarterly Report on Form 10-Q of Next Technology Holding
Inc. (formerly known as WeTrade Group Inc.) (the “Company” or “we”) for the quarter ended June 30,
2024 filed on August 22, 2024 (the “Original Filing”), and the Amended Quarterly Report on Form 10-Q/A of the Company
for the quarter ended June 30, 2024 filed on September 20, 2024 (the “Amendment No.1,” together with the Original Filing,
the “Second Quarter 10-Q”). For your convenience, the Staff’s comments set forth in the comment letter of the
Staff are repeated below in bold and italics, followed in each case by our responses.

Concurrently with the
submission of this letter, we respectfully submit in this letter the proposed amendments to the disclosures contained in the Second Quarter
10-Q (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 Second Quarter 10-Q, substantially in the form of Exhibit A attached hereto (the “Amendment
No.2”), subject to the Staff’s further review and comment. Capitalized terms used herein without definition shall have
such meaning ascribed to them in the Amendment No.2.

Amendment No. 1 to Form 10-Q for the Quarterly Period Ended June
30, 2024

Note 8. Prepayments, page 11

 1. Please address the
                                            following as it relates to your response and revised disclosures to prior comment 4:

 ● You
                                            state that the BTC Trading Contract is with an autonomous organization (Associated Seller),
                                            which supports members in the sale of BTC but does not exert control over them by ownership
                                            or contract, nor does it make decisions for its members relating to the sale of BTC. Reconcile
                                            this statement with the BTC Trading Contract, which is between the company and Party B (Seller),
                                            whereby Party B agrees to sell its "owned virtual currency."

 ● We
                                            note you entered into an Amended and Restated BTC Trading Contract dated September 24, 2024
                                            for the purchase of 5,000 BTC, which appears to include the 1,000 BTC previously discussed
                                            in your filings. We further note from your response that the delay in completing the purchase
                                            of the 1,000 BTC has been due to fluctuations in the BTC market. Tell us how you considered
                                            how continued fluctuations in the market will impact the completion of the 5,000 BTC purchase.
                                            In this regard, tell us why you believe members of the Associated Seller will be willing
                                            to sell their BTC to the company at a price of $30,000/BTC given the market price of BTC
                                            has consistently exceeded $30,000 since you initially entered into these agreements in September
                                            2023.

 ● Clarify
                                            whether the members of the Associated Sellers have committed to this sale and revise to include
                                            signed agreements from each seller.

 ● Revise
                                            to disclose the material terms of the September 24, 2024 Amended and Restated BTC Trading
                                            Agreement including the term, transaction price, payment method and intent to exercise the
                                            Buyer's option for 5,000 BTC as a subsequent event in your June 30, 2024 Form 10-Q/A. Include
                                            the number of shares and warrants that you expect to issue and how that will impact total
                                            shares outstanding. Also, tell us and revise to disclose how you valued the shares and warrants
                                            to be issued.

 ● Your
                                            response states that the transaction referenced in the Preliminary 14C covers the purchase
                                            of only 5,000 BTC, which you confirm the company is no longer pursuing. Your response also
                                            indicates that if the company intends to pursue the purchase of the entire remaining 5,167,
                                            you will obtain the requisite shareholder approval again in accordance
                                            with your charter documents and applicable laws. Please clarify whether you are required
                                            to seek approval for the 5,000 BTC purchase referenced in the Amended and Restated BTC Trading
                                            Contract dated September 24, 2024 and revise your disclosures accordingly.

Response:

 ● In
                                            response to the Staff’s comments, we respectfully advise the Staff that Party B (Seller)
                                            referred to in the BTC Contract is the Association Seller. Although the BTC Contract states
                                            that the Association Seller (Party B) “owns the virtual currency”, to our knowledge,
                                            this statement was mistakenly made and it were the individual members of the Association
                                            Seller, not the Association Seller itself, who own the BTC to be sold under the BTC Contract.
                                            We have revised our disclosure on page 16 of the Amendment No.2.

 ● In
                                            response to the Staff’s comment, we respectfully advise the Staff that (i) the 5,000
                                            BTC under the Amended BTC Contract includes the 1,000 BTC previously discussed; and (ii)
                                            given the market price of BTC has consistently exceeded $30,000, the consideration for the
                                            Company to purchase the BTC under the Amended BTC Contract includes a warrant to purchase
                                            294,117,647 shares of common stock of the Company at a nominal exercise price, in addition
                                            to $12,125,500 in cash the Company had prepaid and issuance of 135,171,078 shares of Common
                                            Stock valued at $1.02 per share.

 ● In
                                            response to the Staff’s comment, we respectfully advise that, as the Amended BTC Contract
                                            was entered into by the Company and the Association Seller only, no BTC Sellers owe any legal
                                            obligation to the Company in connection with the purchase and sale of BTC. We have revised
                                            our disclosure on page 16 of the Amendment No.2 to clarify that the Company may not be able
                                            to purchase the BTC from the BTC Sellers pursuant to the Amended BTC Contract.

 ● In
                                            response to the Staff’s comment, we have revised our disclosure in “Note 15 –
                                            Subsequent Events” on page 16 of the Amendment No.2 to include the required
                                            disclosure. In response to the Staff’s comment, we have revised our disclosure on page
                                            17 of the Amendment No.2 to clarify that the Company is required to seek stockholder approval
                                            for the 5,000 BTC purchase referenced in the Amended BTC Contract.

 2. We note your response
                                            to prior comment 5. Please revise to include a discussion of the material terms of the BTC
                                            Option Contract entered into on May 2, 2024 to purchase 20,000 BTC over a three-year period
                                            at a fixed price of $60,000 along with a discussion of the status of this agreement, including
                                            the number of BTC acquired at the time of each filing.

Response: In response to the Staff’s comment,
we have revised our disclosure on page 24 of the Amendment No.2.

    2

Note 13. Shareholders' Equity, page 14

 3. We note your revised disclosures where you refer to the conversion of an outstanding loan in the amount $1,974,140 into 411,280
shares of the company's common stock during April 2024. Please tell us, and revise to disclose, the nature of this loan, its terms, and
how it is reflected in in the financial statements both before and after its conversion.

Response: In response
to the Staff’s comment, we have revised our disclosure on page 16 of the 10Q/A Amendment No.2.

General

 4. We note you restated the financial statements included in the March 31 and June 30, 2024 Forms 10-Q/A. Please further revise
both of these filings to label all affected financial statements as restated and include a footnote describing the nature of each error
and the effect of such errors on each financial statement line item. We refer you to ASC 250-10- 50-7. In addition, tell us your consideration
to file an Item 4.02 Form 8-K related to such errors to indicate that the previously issued financial statements in the affected periods
should no longer be relied upon.

Response: In response to the Staff’s
comment, the Company has attached substantially in the form of Exhibit B the proposed Item 4.02 Form 8-K related to such errors
to indicate that the previously issued financial statements in the affected periods should no longer be relied upon. Furthermore, the
nature of each error and the effect of such errors on each financial statement line item have been labeled and included in the Item 4.02
Form 8-K. The proposed Form 8-K is subject to the Staff’s further review and comment.

*****

    3

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 contact@nxtttech.com.

    Very truly yours,

    /s/ Eve Chan

    Eve Chan

    4

Exhibit A

Amendment No.2

    5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No.2

☒ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to
_____________

    NEXT TECHNOLOGY HOLDINGS INC

    (Exact name of small business issuer as specified in its charter)

    Wyoming

    (State or other jurisdiction of

    incorporation or organization)

    (I.R.S. Tax. I.D. No.)

Room 519, 05/F Block T3

Qianhai Premier Finance Centre Unit 2

Guiwan Area, Nanshan District, Shenzhen

(Address of Principal Executive Offices)

(86) 158 2117 2322

(Registrant’s Telephone Number, Including
Area Code)

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒   No ☐

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act:

    Large accelerated filer
    ☐
    Accelerated filer
    ☐

    Non-accelerated Filer
    ☐
    Smaller Reporting Company
    ☒

    Emerging growth company
    ☐

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

As of September18November
4, 2024, there were 6,976,410 shares of common stock outstanding.

TABLE OF CONTENTS

    Cautionary Note Regarding Forward-Looking Statements
    iii

    PART I - Financial Information
    1

    Item 1.
    Financial Statements
    1

    Unaudited Condensed Consolidated Balance Sheets as of June 30, 2024 and Audited Condensed Consolidated Balance Sheets as of December 31, 2023
    1

    Unaudited Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2024 and June 30, 2023
    2

    Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2024 and June 30, 2023
    3

    Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2024 and June 30, 2023
    4

    Notes to Unaudited Consolidated Financial Statements as of June 30, 2024
    5

    Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    1518

    Item 3.
    Quantitative and Qualitative Disclosures about Market Risk
    1922

    Item 4.
    Controls and Procedures
    1922

    PART II – Other Information
    2023

    Item 1.
    Legal Proceedings
    2023

    Item 1A.
    Risk Factors
    2023

    Item 2.
    Unregistered Sales of Equity Securities And Use Of Proceeds
    2023

    Item 3.
    Defaults Upon Senior Securities
    2023

    Item 4.
    Mine Safety Disclosures
    2023

    Item 5.
    Other information
    2124

    Item 6.
    Exhibits
    2225

    Signatures
    2326

    i

Explanatory Note

Next Technology Holding Inc (Formerly known as
WeTrade Group Inc. (the “Company”)) is filing this Amendment (the “Amendment”) to the Quarterly Report on Form
10-Q for the period ended June 30, 2024, originally filed with the Securities and Exchange Commission on August 22September
21, 2024 (the “Original Filing”), to amend our consolidated financial statements.

This Form 10-Q/A is being filed to revise
the accounting policy and disclosures in relation to the Digital assets, prepayment of digital assets and investment in associate company.

In accordance with applicable SEC rules,
this Amendment includes new certificat