8-K
Next Technology Holding Inc. (NXTT)
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): November 26, 2025
Next Technology Holding Inc.
(formerly known as “WeTrade Group Inc.”)
(Exact name of Company as specified in charter)
| Wyoming | 001-41450 | N/A |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. EmployerIdentification Number) |
Room 519, 05/F Block T3
Qianhai Premier Finance Centre Unit 2
Guiwan Area, Nanshan District, Shenzhen, China518000.
+852-5338 4226
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Wyoming Registered Agent
1621 Central 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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | NXTT | Nasdaq Capital Market |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On November 21, 2025, Next Investment Group Limited (the “Company Sub”), a wholly-owned subsidiary of Next Technology Holding Inc. (formerly known as WeTrade Group Inc.), a Wyoming corporation, signed a non-binding Memorandum of Understanding (the “MOU”) with Global Nexgen Limited (the “Global Nexgen”) to explore a potential strategic transaction involving Bitcoin (“BTC”).
The MOU states the Company Sub’s non-binding intent to pursue one of two potential transactions within a one-year period from the effective date of the MOU, with the price for Bitcoin fixed at $84,000 per BTC (the “Locked Price”).
| 1. | BTC Purchase: The Company Sub may buy up to 10,000 BTC directly from Global Nexgen at the Locked Price. |
|---|---|
| 2. | Acquisition of Global Nexgen: The Company Sub may acquire Global Nexgen, at a total purchase price calculated<br>by multiplying the total BTC held by Global Nexgen at closing by the Locked Price. |
| --- | --- |
While the transaction itself is non-binding, the MOU requires both parties to negotiate exclusively with each other for a 90-day period and to keep the discussions confidential.
The parties intend to negotiate a definitive agreement within the 90-day exclusivity period. However, this MOU is only an expression of intent. There can be no assurance that a final agreement will be reached or that any transaction will be completed.
The foregoing description is qualified in its entirety by reference to the full text of the MOU, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
| ExhibitNumber | Description |
|---|---|
| 10.1 | Form of Memorandum of Understanding, dated as of November 21, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
| Next Technology Holding Inc. | |
|---|---|
| By: | /s/ Liu Weihong |
| Name: | Weihong LIU |
| Title: | Chief Executive Officer |
Dated: November 26, 2025
2
Exhibit 10.1
MEMORANDUM OF UNDERSTANDING
Nov 21, 2025
Party A: Next Investment Group Limited
Party B: Global Nexgen Limited
WHEREAS, Party A firmly believes in the long-term value of Bitcoin as a global strategic reserve asset, especially when suitable investment opportunities arise during the recent decline in Bitcoin prices;
WHEREAS, Party B has a significant industry foundation in the Bitcoin mining industry, holding a large amount of Bitcoin from legitimate sources, and need to seek hedging solutions to avoid profit losses caused by market price crashes;
WHEREAS, The parties intend to establish a long-term strategic partnership.
The parties hereby agree as follows:
| 1. | Transaction Intent Both Parties acknowledge<br>their mutual interest in establishing a long-term strategic cooperation (the “Strategic Partnership”). As a key component of<br>this Partnership, Party A expresses its non-binding intention to, during a period of one (1) year from the Effective Date of this MOU,<br>undertake one of the following transactions (collectively, the “Potential Transaction”): |
|---|
Option 1: BTC Asset Purchase
Party A may purchase from Party B up to ten thousand (10,000) Bitcoin (BTC). The purchase price for each BTC shall be fixed at eighty-four thousand U.S. dollars (US $84,000) (the “Locked Price”), regardless of the prevailing market price at the time of execution.
Option 2: Acquisition of Party B
Party A may acquire all of the issued and outstanding shares of Party B. The acquisition consideration payable by Party A shall be an amount equal to the product of (a) the total number of BTC owned and held on the balance sheet of Party B as of the closing date of the acquisition, and (b) the Locked Price of US $84,000.
| 2. | Locked Long-Term Purchase Price Fixed<br>purchase price per Bitcoin: USD 84,000 per BTC This price is locked for the entire one-year period and will not adjust with market<br>fluctuations. |
|---|---|
| 3. | Execution Method Within 90 days of signing<br>this MOU, the parties shall negotiate and execute a formal Bitcoin Acquisition Framework Agreement detailing tranche schedule, OTC settlement,<br>custody, compliance review, etc. Party A shall have priority call rights at the fixed price. The parties shall ensure all transactions<br>comply with applicable AML and KYC requirements in their respective jurisdictions. |
| --- | --- |
| 4. | Non-Binding Nature This MOU is non-binding<br>and constitutes an expression of intent only. Either party may terminate further negotiations without liability. |
| --- | --- |
| 5. | Confidentiality Both parties shall keep<br>the content of this MOU and related negotiations strictly confidential without the other party’s written consent. |
| --- | --- |
| 6. | Exclusivity of Negotiations For 90 days<br>from signing, the parties owe each other exclusive negotiation obligations. |
| --- | --- |
| 7. | Governing Law and Dispute Resolution This<br>MOU shall be governed by the laws of the State of New York. Any dispute shall first be resolved through amicable negotiation, failing<br>which it shall be submitted to the Singapore International Arbitration Centre (SIAC). |
| --- | --- |
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Understanding in duplicate, effective upon signature.
| Party A: |
|---|
| CEO |
| Next Investment Group Limited |
| Date: November 21, 2025 |
| Party B: |
| --- |
| COO |
| Global Nexgen Limited |
| Date: November 21, 2025 |