Correspondence 0001213900-24-094347 from Next Technology Holding Inc. (NXTT)
Next Technology Holding Inc.
Date: Nov. 5, 2024 · CIK: 0001784970 · Accession: 0001213900-24-094347
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File numbers found in text: 001-41450
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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