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):
| ☐ | 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
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 February 20, 2025, 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.
| February 10, 2025 |
/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
February 10, 2025
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, on September 25, 2023 the Company entered into a BTC Trading Contract (the “BTC
Contract”) with an autonomous organization (the “Association Seller”), which supports its members set forth in the
Schedule I to the BTC Contract (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 the 1000 BTC Purchase. 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 1,000 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.
According
to the Amendment Agreement, the Company agreed to pay the aggregate price for the 5,000 BTC Purchase 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 the
Association Seller entered into an Amended and Restated BTC Trading Contract (the “Amended BTC Contract”), which amended
and restated that the BTC Contract. Under the Amended BTC Contract, the Company is entitled to purchase up to 5,167 BTC (the “Total
BTC”) from the BTC Sellers through the Association Seller at a purchase price of US$30,000 per BTC (subject to an additional purchase
price by issuance of warrants to purchase shares of Common Stock at a nominal exercise price as described below) over a 12-month period
ending on September 24, 2025. The purchase price for the Total BTC will be paid by the Company in cash or shares of Common Stock. Although
the Amended BTC Contract states that the Association Seller (Party B) “owns the virtual currency”, to our knowledge, this
statement was mistakenly made. As of the date of the Amended BTC Contract, it were the BTC Sellers who are the individual members of
the Association Seller, not the Association Seller itself, who own the BTC to be sold under the Amended BTC Contract.
To our knowledge, the Association Seller entered
into a cooperation agreement with each BTC Sellers (the “Cooperation Agreement”) on the same day when the Amended BTC Contract
was entered. Under the Cooperation Agreement, each BTC Seller agrees to transfer a specified number of BTC (as set forth in the Cooperation
Agreement) to a BTC wallet address designated by the Association Seller for the transactions contemplated under the Amended BTC Contract.
While we believe the Association Seller will
be able to coordinate with its members to fulfill the Company’s purchase of BTC if the Company so decides, we cannot guarantee
that the Company will successfully acquire BTC pursuant to the Amended BTC Contract. The Amended BTC Contract was entered into solely
between the Company and the Association Seller and no BTC Sellers owe any legal obligation to the Company in connection with the purchase
and sale of BTC. Furthermore, as the Company is not a party to the Cooperation Agreement, it cannot enforce the terms of the Cooperation
Agreement against any BTC Sellers should such BTC Sellers do not perform their obligations under the Cooperation Agreement. For example,
if a BTC Seller does not transfer its committed BTC to the Association Seller pursuant to the Cooperation Agreement, we may not be able
to purchase such BTC from the Association Seller pursuant to the Amended BTC Contract.
At the time when the Amended BTC Contract
was signed, the Company indicated its intent to exercise the option to purchase 5,000 BTC out of the Total BTC pursuant to the Amended
BTC Contract (the “Amended 5,000 BTC Transaction”). According to the terms of the Amended BTC Contract, the previously-made
Prepayment Amount will be applied towards the total purchase price for the Amended 5,000 BTC Transaction and the Company will pay the
remaining balance through (i) the issuance of 135,171,078 shares of Common Stock (the “Shares”) valued at $1.02 per share
and (ii) the issuance of warrants to purchase 294,117,647 shares of Common Stock at a nominal exercise price (the “Warrants”,
and the shares issuable under the Warrants, the “Warrant Shares”). Using the same per share valuation, the Warrants are worth
approximately $300,000,000.
Pursuant to the Amended BTC Contract, the
Company shall exercise its option to purchase BTC thereunder prior to September 24, 2025. While the Company’s purchase option thereunder
is time-limited, the Amended BTC Contract itself will remain in effect without a defined expiration date, unless otherwise terminated.
In the event of a breach by either party, the non-breaching party has the right to terminate the agreement. In such case, the breaching
party will be obligated to pay a penalty of $18,000,000 to the non-breaching party.
The
Shares, the Warrants and the Warrant Shares to be issued pursuant to the Amended BTC Contract have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), 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. The offer and sale of the Shares,
the Warrants and the Warrant Shares will be conducted in reliance on the exemption from registration provided by Regulation D and/or
Regulation S of the Securities Act. The issuance is intended to be made in a private transaction that does not involve a public offering.
The Shares, the Warrants and the Warrant Shares will be issued without the use of any form of general solicitation or advertising.
To
the Company’s knowledge, each BTC Seller is an “accredited investor,” as defined in Rule 501(a) of Regulation D under
the Securities Act, and is deemed to possess the sophistication and experience necessary to evaluate the merits and risks of the Transaction.
Each BTC Seller has had the opportunity to review all information necessary to make an informed investment decision, including access
to the Company’s filings with SEC, or has otherwise been provided with the relevant information directly by the Company.
To
the Company’s knowledge, all of the BTC Sellers (i) are not a “U.S. person,” as defined in Regulation S under the
Securities Act, or an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company, (ii) at the time the Amended
BTC Contract was originated and as of the date of the execution and delivery of the Amended BTC Contract, were outside the United
States, (iii) are not purchasing and/or holding the Shares, the Warrants and/or Warrant Shares on behalf of any U.S. person, and
(iv) do not have an intention or plan to offer, sell, pledge or otherwise transfer the Shares, the Warrants and/or the Warrant
Shares in the United States, or to a U.S. person for the account or for the benefit of a U.S. person, in each case within the
relevant restricted period, or otherwise in a manner that is not in compliance with Regulation S.
The
above description of the Transaction does not purport to be complete, and is qualified in its entirety by reference to the full text of
the Amended BTC Contract, a copy of which is attached to the Company’s Current Report on Form 8-K as Exhibit 10.1, filed with the
Securities and Exchange Commission (the “SEC”) on September 27, 2024, which is incorporated by reference herein.
Financial and
Other Information
The Company hereby
incorporates by reference its Annual Report on Form 10-K filed on April 15, 2024, and amended on June 21, 2024, and September 9, 2024,
respectively, the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed on August 21, 2024, and amended on September
20, 2024 and December 12, 2024, respectively, the Quarterly Report for the quarter ended March 31, 2024 filed on May 20, 2024, and amended
on September 12, 2024, and December 12, 2024, respectively, and Current Reports on Form 8-K filed on September 27, 2024, May 6, 2024,
and September 28, 2023, respectively, including the exhibits thereto.
Reason for Stockholder Approval
Pursuant to Nasdaq Rule 5635(a), if an issuer
intends to issue common stock or securities convertible into or exercisable for common stock, in connection with the acquisition of stock
or assets of another company, which may equal or exceed 20% of the outstanding common stock or voting power on a pre-transaction basis,
the issuer generally must obtain the prior approval of its stockholders.
Pursuant to Nasdaq Rule 5635(d), if an issuer
intends to issue common stock or securities convertible into or exercisable for common stock, other than in a public offering, which may
equal or exceed 20% of the outstanding common stock or voting power on a pre-transaction basis for less than the Minimum Price for such
common stock, the issuer generally must obtain the prior approval of its stockholders.
The Shares to be issued to the BTC Sellers
in the Transaction exceeds the threshold for which stockholder approval is required under Nasdaq Rule 5635(a), and the Warrant Shares
to be issued to the BTC Sellers upon the full exercise of the Warrants could result in the issuance of a number of shares exceeding the
threshold and pricing for which stockholder approval is required under Nasdaq 5635(d). To ensure compliance with Nasdaq Rule 5635(a)
and Nasdaq Rule 5635(d), the Majority Stockholders approved the Transaction.
Approval of the Transaction
According to Wyoming Business Corporation Act
and the Company’s Articles of Incorporation and Bylaws, any action of the stockholders of the Company may be taken without a meeting,
without prior notice and without a vote, if the written consent, setting forth the action so taken, is signed by the holders of a majority
of the issued and outstanding shares of Common Stock.
As of the Record Date, there were issued and outstanding
6,976,410 shares of the Common Stock. The Majority Stockholders, consisting of the following holders, collectively hold 4,090,064 shares
of Common Stock as of the Record Date, representing approximately 58.63% of the voting power of all shares of Common Stock as of the Record
Date:
| the Majority Stockholders | |
Amount of
Beneficial
Ownership
of Common
Stock | | |
Percentage
Ownership
of Common
Stock | |
| GLORIOUS SKYLINE LIMITED | |
| 1,250,950 | | |
| 17.93 | % |
| FORTUNE LIGHT ENTERPRISES LIMITED | |
| 295,500 | | |
| 4.24 | % |
| DEEPLY INVESTMENT LIMITED | |
| 315,200 | | |
| 4.52 | % |
| DIVINE SKY INTERNATIONAL LIMITED | |
| 295,500 | | |
| 4.24 | % |
| PERFECT MERCHANT GROUP LIMITED | |
| 295,500 | | |
| 4.24 | % |
| TRILLION WISE GROUP LIMITED | |
| 315,200 | | |
| 4.52 | % |
| ETERNITY TIME INVESTMENTS LIMITED | |
| 315,200 | | |
| 4.52 | % |
| MAX STRATEGIC GROUP LIMITED | |
| 301,410 | | |
| 4.32 | % |
| REGAL WAVE INVESTMENTS LIMITED | |
| 295,500 | | |
| 4.24 | % |
| WIN SUPERB INTERNATIONAL LIMITED | |
| 131,990 | | |
| 1.89 | % |
| PRIMAL CRYSTAL LIMITED | |
| 128,050 | | |
| 1.84 | % |
| ALPHA ELITE WORLDWIDE LIMITED | |
| 100,000 | | |
| 1.43 | % |
| PERFECT LINKAGE GROUP LIMITED | |
| 50,064 | | |
| 0.72 | % |
Most of these shareholders
above (collectively, the “Consenting Shareholders”) have a pre-existing relationship with the Company and have maintained
frequent communications with the Company regarding the BTC mining/investment industry and how the Company would benefit from the development
of this industry. Each Consenting Shareholder had particularly known about and supported the Transaction well before providing its consent。
Each Consenting Shareholder
was well-informed about the Transaction, repeatedly checked in with the Company for a status update and expressed its ongoing support
for the Transaction. As part of the Company’s routine communications, on September 24, 2024, Mr. Liu informed each Consenting Shareholder
of the signing of the Amended BTC Contract, either through email or teleconference. Following these updates, each Consenting Shareholder
took it upon itself to consent to the Transaction via email.
Effect of the Transaction on Existing Stockholders
The issuance of securities pursuant to the Amended
BTC Contract will not affect the rights of the Company’s existing stockholders, but such issuances will have a dilutive effect on
the Company’s existing stockholders, including the voting power of the existing stockholders.
As of the Record
Date, there were issued and outstanding 6,976,410 shares of the Common Stock. Immediately after
the issuance of the Shares (assuming no exercise of the Warrants), the ownership percentage of the Company’s existing stockholders
in the Company will be diluted to approximately 4.91%. Assuming full exercise of the Warrants concurrently with the issuance of the Shares,
immediately after the issuance of the Shares, the ownership percentage of the Company’s existing stockholders in the Company will
be further diluted to approximately 1.60%.
Effect of the Transaction on the Control of
the Company
The issuance of the Shares pursuant to the
Amended BTC Contract and/or the issuance of the Warrant Shares upon the full exercise of the Warrants will not result in a change of
control of the Company and the Company will not be a “controlled company” under Nasdaq Rules as a result of such issuances.
The following table sets forth the number
and percentage of shares of outstanding Common Stock of the Company owned by each BTC Seller immediately after the issuance of the Shares
(assuming no exercise of the Warrants):
| BTC Sellers | |
Number of
Shares | | |
Ownership
Percentage | |
| QUANTUMCORE LIMITED | |
| 6,217,870 | | |
| 4.37 | % |
| SYNAPSENET LIMITED | |
| 13,381,937 | | |
| 9.41 | % |
| CLOUDMIND LIMITED | |
| 12,841,252 | | |
| 9.03 | % |
| EVOLVETECH LIMITED | |
| 12,435,739 | | |
| 8.75 | % |
| INFITEX LIMITED | |
| 13,111,595 | | |
| 9.22 | % |
| INNOVEXA LIMITED | |
| 6,488,211 | | |
| 4.56 | % |
| SPECTRUMTECH LIMITED | |
| 13,246,766 | | |
| 9.32 | % |
| INNOVATRIX LIMITED | |
| 6,488,211 | | |
| 4.56 | % |
| NEURONIC LIMITED | |
| 13,246,766 | | |
| 9.32 | % |
| DIGIFORGE LIMITED | |
| 6,488,211 | | |
| 4.56 | % |
| CYPHERNET LIMITED | |
| 6,217,870 | | |
| 4.37 | % |
| PROTONTECH LIMITED | |
| 13,111,595 | | |
| 9.22 | % |
| LUMINATECH LIMITED | |
| 11,895,055 | | |
| 8.37 | % |
The following table sets forth the number
and percentage of shares of outstanding Common Stock of the Company owned by each BTC Seller immediately after the issuance of the Shares
(assuming full exercise of the Warrants concurrently with the issuance of the Shares):
| BTC Sellers | |
Number of
Shares | | |
Number of
Warrant
Shares | | |
Ownership
Percentage | |
| QUANTUMCORE LIMITED | |
| 6,217,870 | | |
| 13,529,412 | | |
| 4.53 | % |
| SYNAPSENET LIMITED | |
| 13,381,937 | | |
| 29,117,647 | | |
| 9.74 | % |
| CLOUDMIND LIMITED | |
| 12,841,252 | | |
| 27,941,176 | | |
| 9.35 | % |
| EVOLVETECH LIMITED | |
| 12,435,739 | | |
| 27,058,824 | | |
| 9.05 | % |
| INFITEX LIMITED | |
| 13,111,595 | | |
| 28,529,412 | | |
| 9.54 | % |
| INNOVEXA LIMITED | |
| 6,488,211 | | |
| 14,117,647 | | |
| 4.72 | % |
| SPECTRUMTECH LIMITED | |
| 13,246,766 | | |
| 28,823,529 | | |
| 9.64 | % |
| INNOVATRIX LIMITED | |
| 6,488,211 | | |
| 14,117,647 | | |
| 4.72 | % |
| NEURONIC LIMITED | |
| 13,246,766 | | |
| 28,823,529 | | |
| 9.64 | % |
| DIGIFORGE LIMITED | |
| 6,488,211 | | |
| 14,117,647 | | |
| 4.72 | % |
| CYPHERNET LIMITED | |
| 6,217,870 | | |
| 13,529,412 | | |
| 4.53 | % |
| PROTONTECH LIMITED | |
| 13,111,595 | | |
| 28,529,412 | | |
| 9.54 | % |
| LUMINATECH LIMITED | |
| 11,895,055 | | |
| 25,882,353 | | |
| 8.66 | % |
To the knowledge of the Company, no BTC Seller
owns any shares of the Company’s capital stock as of the Record Date. It is also understood that each BTC Seller is independent
with each other and not acting in concert with others. Accordingly, as indicated above, none of the BTC Sellers is expected to acquire
more than 20% of the ownership of the Company or obtain board seat or other controlling rights of the Company.
Notice Pursuant to Wyoming Business Corporation
Act
Pursuant to Section 17-16-704 of Wyoming Business
Corporation Act, we are required to provide prompt notice of the taking of corporate action by written consent to our stockholders who
have not consented in writing to such action. This Information Statement serves as the notice required by Section 17-16-704 of Wyoming
Business Corporation Act.
Disclosure of Potential Risk
Price Volatility Risk: The Bitcoin market is highly
volatile, and prices may experience significant fluctuations over short periods. The company’s ongoing accumulation of Bitcoin assets
may be impacted by price volatility, potentially leading to temporary fluctuations or losses in investment value.
Regulatory Risk: The Bitcoin market is subject
to regulatory oversight by various national regulatory authorities, and future regulatory changes or policies may affect the legality,
liquidity, and stability of the Bitcoin market. The company’s ongoing accumulation of Bitcoin assets may face regulatory risks, affecting
investment value.
Security Risk: There are security risks associated
with digital assets, such as hacking attacks, cybersecurity vulnerabilities, etc. While the company takes measures to protect the security
of its Bitcoin assets, it cannot completely eliminate the potential losses resulting from security risks.
Liquidity Risk: Liquidity in the Bitcoin market
may be affected by factors such as exchange restrictions, changes in trading volumes, etc., leading to deviations in Bitcoin buying and
selling prices during specific time periods. The company’s ongoing accumulation of Bitcoin assets may face liquidity risks, affecting
the efficiency and price of asset transactions.
Market Risk: The digital asset market is an emerging
market, and prices are influenced by various factors, including market sentiment, macroeconomic conditions, technological innovations,
etc. The company’s ongoing accumulation of Bitcoin assets may be affected by market risks, leading to fluctuations or losses in investment
value.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE
ACTED UPON
None of our officers and directors, nor any of
their associates, have any interest in the actions approved by our stockholders and described in this Information Statement.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING
AN ADDRESS
Unless the Company is otherwise advised by the
stockholders, we will only deliver one copy of this Information Statement to multiple stockholders sharing an address. This practice known
as “householding” is intended to reduce the Company’s printing and postage costs.
We will, upon request,
promptly deliver a separate copy of this Information Statement to a stockholder who shares an address with another stockholder. A stockholder,
who wishes to receive a separate copy of this Information Statement, may direct such request to the Company at Room 519, 05/F, Block
T3, Qianhai Premier Finance Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, China. Stockholders who receive multiple copies of
the Information Statement at their address and would like to request that only a single copy of communications be delivered to the shared
address may do so by making a written request to the Company contact listed above.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Information Statement contains forward-looking
statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Any statements contained in this
Information Statement that are not statements of historical fact may be forward-looking statements, including, without limitation, the
timing of and the anticipated benefits of the Transaction. Words such as “anticipates,” “could,” “may,”
“estimates,” “expects,” “projects,” “intends,” “plans,” “believes,”
“will” and words or phrases of similar substance used in connection with any discussion of future operations, financial performance,
plans, events, trends or circumstances can be used to identify some, but not all, forward-looking statements. These forward-looking statements
are just predictions and involve significant risks and uncertainties, many of which are beyond our control, and actual results may differ
materially from these statements. Factors that could cause actual outcomes or results to differ materially from those reflected in forward-looking
statements include, but are not limited to, those discussed in our filings with the SEC.
Except as may be required by applicable law, the
Company does not undertake or intend to update or revise any forward-looking statements, and the Company assumes no obligation to update
any forward-looking statements contained in this Information Statement as a result of new information or future events or developments.
Thus, you should not assume that the Company’s silence over time means that actual events are bearing out as expressed or implied
in such forward-looking statements.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of the Record
Date, the number and percentage of shares of outstanding Common Stock of the Company, owned of record and beneficially, by each person
known by the Company to own 5% or more of such stock, each director of the Company, and by all executive officers and directors of the
Company.
| Directors and Named Executive Officers | |
Amount of
Beneficial
Ownership
of Common
Stock | | |
Percentage
Ownership
of Common
Stock | |
| Lichen Dong | |
| - | | |
| - | |
| Tian Yang | |
| - | | |
| - | |
| Mahesh Thapaliya | |
| - | | |
| - | |
| Jianbo Sun | |
| - | | |
| - | |
| Eve Chan | |
| - | | |
| - | |
| Nan Ding | |
| - | | |
| - | |
| Weihong Liu | |
| - | | |
| - | |
| All executive officers and directors as a group (7 persons) | |
| 0 | | |
| 0 | % |
| | |
| | | |
| | |
| 5% or Greater Shareholders | |
| | | |
| | |
| Glorious Skyline Limited | |
| 1,250,950 | | |
| 17.93 | % |
DISSENTER’S RIGHTS OF APPRAISAL
Holders of our voting securities do not have dissenter’s rights
under the Wyoming Business Corporation Act and the Company’s Articles of Incorporation and Bylaws in connection with the Transaction.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting
requirements of the Exchange Act, and in accordance with the Exchange Act, we file periodic reports, documents, and other information
with the SEC relating to our business, financial statements, and other matters. These reports and other information may be inspected and
are available for copying at the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549. Our SEC
filings are also available to the public on the SEC’s website at http://www.sec.gov.
The SEC allows the Company to “incorporate
by reference” information that it files with the SEC in other documents into this Information Statement. This means that the Company
may disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated
by reference is considered to be part of this Information Statement. The Company is incorporating by reference the Company’s Current
Report on Form 8-K filed with the SEC on September 27, 2024.
The Company undertakes to provide without charge
to each person to whom a copy of this Information Statement has been delivered, upon request, by first class mail or other equally prompt
means, a copy of any or all of the documents incorporated by reference in this Information Statement, other than the exhibits to these
documents, unless the exhibits are specifically incorporated by reference into the information that this Information Statement incorporates.
You may obtain documents incorporated by reference by requesting them in writing at Room 519, 05/F, Block T3, Qianhai Premier Finance
Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, China.
OTHER MATTERS
The Company has not authorized anyone to provide
information on behalf of the Company that is different from that contained in this Information Statement. This Information Statement
is dated February 10, 2025. No assumption should be made that the information contained in this Information Statement is accurate as
of any date other than that date, and the mailing of this Information Statement will not create any implication to the contrary.
The Company will make arrangements with brokerage
firms and other custodians, nominees and fiduciaries who are record holders of the Company’s Common Stock for the forwarding of
this Information Statement to the beneficial owners of the Company’s Common Stock. The Company will reimburse these brokers, custodians,
nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of the Information Statement.
|
/s/ Weihong Liu |
| |
Weihong Liu |
| |
Chief Executive Officer |
February 10, 2024
7
Next Technology (NASDAQ:NXTT)
Graphique Historique de l'Action
De Jan 2025 à Fév 2025
Next Technology (NASDAQ:NXTT)
Graphique Historique de l'Action
De Fév 2024 à Fév 2025
