8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of report (Date of earliest event reported): May23, 2024

NextTechnology Holding Inc.

(formerly known as “WeTrade Group Inc.”)

(Exact name of Company as specified in charter)

Room519, 05/F Block T3

QianhaiPremier Finance Centre Unit 2

GuiwanArea, Nanshan District, Shenzhen, China ### 518000

+852-

52208810

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Wyoming

Registered Agent

1621Central Ave Cheyenne, Wyoming 82001

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item3.02 Unregistered Sales of Equity Securities

As previously reported in a Current Report on Form 8-K filed on April 12, 2024, on April 8, the Board of Directors of Next Technology Holding Inc., a Wyoming corporation (the “Company”), approved the issuance of an aggregate of 411,280 shares of common stock of the Company (the “Common Stock”) to several professional parties (collectively, “Consultants”) at a per share purchase price of US$4.8 per share for an aggregate price of US$1,974,140, in exchange for the settlement and full satisfaction of the outstanding and unpaid professional fees owed by the Company to these Consultants in the total amount of US$1,974,140 (the “Outstanding Fees”).

On May 23,2024, the Company issued an aggregate of 411,280 shares of Common Stock to the Consultants at US$4.8 per share (the “Issuance”) in exchange for full satisfaction of the Outstanding Fees. The Issuance was completed pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)and/or Regulation S promulgated under the Securities Act. The offer and sale of the shares of Common Stock have not been registered under the Securities Act, or applicable state securities laws, and accordingly may not be offered or sold except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 28, 2024