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): August 11, 2025
| Next Technology Holding Inc. | ||
|---|---|---|
| (Exact name of Company as specified in charter) | ||
| Wyoming | 001-41450 | 84-4948289 |
| --- | --- | --- |
| (State or other jurisdiction ofincorporation 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
+44-7421477289
(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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|
Item 2.02 Results of Operations and Financial Conditions.
On August 11, 2025, Next Technology Holding Inc. (the “Company”) issued a press release announcing the Company’s financial results for the six-month period ended June 30, 2025. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed pursuant to Item 2.02 in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
The information set forth under Item 2.02 of this Current Report on Form 8-K is hereby incorporated in Item 7.01 by reference.
The information disclosed pursuant to Item 7.01 in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On August 11, 2025, the Company issued a press release announcing that the Board of Directors of the Company (the “Board”) has approved a dividend policy (the “Dividend Policy”), which is set to take effect on September 8, 2025. The payment of dividends under the Dividend Policy will be made at the discretion of the Board and will depend on the Company’s results of operations, cash flows, financial condition and capital requirements, as well as any other factors the Board deems relevant at the time it determines to declare such dividends. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated August 11, 2025, regarding the Company’s financial results for the six-month period ended June 30, 2025. |
| 99.2 | Press release, dated August 11, 2025, regarding the approval of a dividend policy by the Company’s Board of Directors. |
| 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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEXT TECHNOLOGY HOLDING INC. | ||
|---|---|---|
| Date: August 11, 2025 | By: | /s/ Wei Hong Liu |
| Name: | Wei Hong Liu | |
| Title: | Chief Executive Officer |
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Exhibit 99.1
Next TechnologyHolding Inc. Announces
SecondQuarter 2025 Financial Results Driven by Significant Growth in Holding Bitcoin
CHEYENNE, Wyo., Aug. 11, 2025 (GLOBE NEWSWIRE) -- Next Technology Holding Inc. (“NXTT” or the “Company”) (NASDAQ: NXTT), a technology firm committed to delivering AI-enabled software development services and strategic Bitcoin acquisition, today announced its financial results for the six-month period ended June 30, 2025.
H1 2025 FinancialHighlights
| ● | Net<br> income was US$312.0 million for the six months ended June 30, 2025, representing an increase<br> by 2,373% from US$12.6 million in the comparable 2024 period. The increase in net income<br> is mainly due to fair value gain from digital assets during the period. |
|---|---|
| ● | Other<br> income for the six months ended June 30, 2025 was US$395.7 million, representing an increase<br> by 2,437% from US$15.6 million in the comparable 2024 period, primarily driven by a $$449.0<br> million gain from the increase in Bitcoin’s price since the Company’s acquisition<br> of such Bitcoin. |
| --- | --- |
| ● | Combined<br> balance of cash and cash equivalents and digital assets was US$632.7 million as of June 30,<br> 2025, representing an increase by 701% from US$79.0 million as of December 31, 2024. |
| --- | --- |
“We are extremely pleased with our performance in the first half of 2025, which highlights the strength of our diversified business model and our successful execution of both our software development and Bitcoin acquisition strategies,” said Weihong Liu, CEO of Next Technology Holding Inc. “Our AI-enabled software development services continue to gain traction, providing valuable solutions to our clients. Simultaneously, our strategic approach to acquiring and holding Bitcoin has resulted in significant value creation for our shareholders, driven by favorable market conditions and our disciplined accumulation strategy.”
“Looking ahead, Next Technology Holding Inc. remains committed to identifying opportunities for growth across both business segments. We will continue to leverage our expertise in software development to deliver innovative solutions, while prudently managing and expanding our Bitcoin holdings, viewing it as a long-term store of value and a potential hedge against inflation. Our strategy to acquire Bitcoin with excess liquid assets and through judicious capital raising activities will remain a core focus, as we believe in Bitcoin’s potential for long-term appreciation with increasing global adoption.”
H1 2025 Operational Highlights
Company’s total Bitcoin holdings increased to 5,833 Bitcoin as of June 30, 2025, compared with 833 Bitcoin as of December 31, 2024.
| ● | Company successfully acquired 5,000 Bitcoin in exchange for the issuance of 135,171,078 shares of common stock of the Company, the issuance of warrants to purchase 294,117,647 shares of common stock of the Company, and $12,125,500 in cash. |
|---|---|
| ● | Bitcoin’s price surged 15.3% in the first six months of 2025, demonstrating strong growth. |
Halfyear 2025 Financial Review
| ● | OperatingExpenses |
|---|
For the six-month period ended June 30, 2025 and 2024, general and administrative expenses were $705,820 and $675,144, respectively. The increase was primarily driven by higher litigation-related legal fees.
| ● | Otherincome |
|---|
For the six-month period ended June 30, 2025 and 2024, other income were $395,661,456 and $15,595,778, respectively, which was mainly due to fair value gain from digital assets during the period.
| ● | NetIncome |
|---|
For the six-month period ended June 30, 2025 and 2024, there was a net income of $312,014,952 and $12,619,286 for the period ended June 30, 2025 and 2024, respectively. The increase in net income is mainly due to fair value gain from digital assets during the period.
About NextTechnology Holding Inc.
Incorporated in Wyoming on March 28, 2019, Next Technology Holding Inc. is a technology company built on a dual-engine strategy of “AI plus digital assets.” The Company delivers AI-enabled SaaS software design, development and implementation to industrial clients across the Asia-Pacific region and beyond. Holdings may also be pledged for financing, partially liquidated for cash, or leveraged to generate additional income streams. The Company believes Bitcoin’s finite supply positions it for long-term appreciation as global adoption grows and as a potential hedge against inflation.
For more information, please visit http://www.nxtttech.com/
Forward-Looking Statements
This press release may include statements that may constitute “forward-looking statements,” including statements containing the words “may,” “believe,” “estimate,” “project,” “expect,” “will,” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results of Next Technology Holding Inc. (Company) to differ materially from the forward-looking statements. Factors that could contribute to such differences include: fluctuations in the market price of bitcoin and any associated unrealized gains or losses on digital assets that the Company may record in its financial statements as a result of a change in the market price of bitcoin from the value at which the Company’s bitcoins are carried on its balance sheet; gains or losses on any sales of bitcoins; changes in the accounting treatment relating to the Company’s bitcoin holdings; changes in securities laws or other laws or regulations, or the adoption of new laws or regulations, relating to bitcoin that adversely affect the price of bitcoin or the Company’s ability to transact in or own bitcoin; the impact of the availability of spot exchange traded products and other investment vehicles for bitcoin and other digital assets; a decrease in liquidity in the markets in which bitcoin is traded; security breaches, cyberattacks, unauthorized access, loss of private keys, fraud or other circumstances or events that result in the loss of the Company’s bitcoins; fluctuations in tax benefits or provisions; competitive factors; general economic conditions, including levels of inflation and interest rates; currency fluctuations; and other risks detailed in the Company’s registration statements and periodic and current reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this release.
For investor inquiries, please contact:
ir@nxtttech.com
For general inquiries, please contact:
contact@nxtttech.com
2
NEXT TECHNOLOGY HOLDING INC.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE INCOME(LOSS)
(All amounts shown in U.S. Dollars, except sharedata) (Unaudited)
| For the Three Months Ended<br> <br>June 30, | For the Six Months Ended<br> <br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Operating expenses: | ||||||||||||
| General and administrative expense | (255,962 | ) | (344,999 | ) | (705,820 | ) | (675,144 | ) | ||||
| Total operating expenses | (255,962 | ) | (344,999 | ) | (705,820 | ) | (675,144 | ) | ||||
| Loss from operations | (255,962 | ) | (344,999 | ) | (705,820 | ) | (675,144 | ) | ||||
| Other income (loss) | 150,350,300 | (8,423,621 | ) | 395,661,456 | 15,595,778 | |||||||
| Income (loss) before income taxes | 150,094,338 | (8,768,620 | ) | 394,955,636 | 14,920,634 | |||||||
| Income tax (expenses) benefits | (31,519,811 | ) | 1,841,411 | (82,940,684 | ) | (2,301,348 | ) | |||||
| Net income (loss) from continuing operation | $ | 118,574,527 | $ | (6,927,209 | ) | $ | 312,014,952 | $ | 12,619,286 | |||
| Net comprehensive income (loss) per share, basic and diluted from continuing operation | $ | 0.27 | $ | (0.99 | ) | $ | 1.16 | $ | 2.74 | |||
| Weighted-average shares outstanding, basic and diluted | 436,265,135 | 6,976,410 | 267,870,110 | 4,609,505 |
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NEXT TECHNOLOGY HOLDING INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts shown in U.S. Dollars, except sharedata) (Unaudited)
| As of<br> <br>June 30,<br> <br>2025 | As of<br> <br>December 31,<br> <br>2024 | |||
|---|---|---|---|---|
| (Audited) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 668,387 | $ | 668,387 |
| Digital assets | 632,067,553 | 78,322,430 | ||
| Accounts receivable, net | 540,000 | 1,800,000 | ||
| Prepayments | - | 12,125,500 | ||
| Total current assets | 633,275,940 | 92,916,317 | ||
| Total assets | $ | 633,275,940 | $ | 92,916,317 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | - | $ | 730,000 |
| Amount due to related parties | 278,666 | 972,000 | ||
| Income tax payable | 130,415 | 130,415 | ||
| Other payable | 2,090,491 | 1,221,337 | ||
| Total current liabilities | 2,499,572 | 3,053,752 | ||
| Non-current liabilities: | ||||
| Deferred tax liabilities | 91,175,187 | 8,234,503 | ||
| Total non-current liabilities | 91,175,187 | 8,234,503 | ||
| Total liabilities | $ | 93,674,759 | $ | 11,288,255 |
| Stockholders’ Equity: | ||||
| Common stock | 217,676,957 | 71,718,790 | ||
| Retained earnings | 321,924,224 | 9,909,272 | ||
| Total Stockholders’ Equity | $ | 539,601,181 | $ | 81,628,062 |
| Total Liabilities and Stockholders’ Equity | $ | 633,275,940 | $ | 92,916,317 |
4
Exhibit 99.2
Next Technology Holding Inc. Approves Landmark Dividend Policy with Minimum 80% Payout Ratio and Declares Intent Following Strong Q2 Results
CHEYENNE, WY, Aug.11, 2025 (GLOBE NEWSWIRE) -- Next Technology Holding Inc. (NASDAQ: NXTT) (the “Company”) today announced the formal approval of a Dividend Policy (“Policy”) requiring annual dividend distributions of no less than 80% of profits attributableto owners, which is set to take effect on September 8, 2025. This strategic commitment follows unanimous Board approval via written consent and is underpinned by the Company’s robust Q2 2025 net income of US$312 million.
Key Policy Highlights
| 1. | Mandatory High Payout:<br><br> <br><br><br> <br>Commits to distributing ≥80% of annual profits to shareholders through dividends (cash, stock, or other Board-approved methods), subject to operational safeguards.<br> Based on Q2 2025 net income of US$312.0 million, this policy implies an annualized payout capacity exceeding US$250 million. |
|---|---|
| 2. | Operational Safeguards:<br><br> <br><br><br> <br>Dividend declarations remain conditional upon quarterly Board assessment of: |
| --- | --- |
| – | Liquidity position and cash flow generation |
| --- | --- |
| – | Capital allocation requirements for growth |
| --- | --- |
| – | Regulatory & compliance constraints |
| --- | --- |
| – | Overall financial health |
| --- | --- |
| 3. | Final Dividend Approval:<br><br> <br><br><br> <br>As stipulated in the Policy, if the need be, any proposed final dividend requires shareholder approval at the Annual General Meeting. |
| --- | --- |
Governance & Execution
| – | The Policy was approved via Unanimous Written Consent of the Board dated August 8, 2025,<br>under Wyoming Revised Corporation Act Chapter 17. |
|---|---|
| – | Directors confirmed full compliance with Articles of Association and conflict disclosure requirements. |
| --- | --- |
| – | Authorization granted for management to execute all necessary actions to implement the Policy. |
| --- | --- |
Q2 Performance Context
CEO Mr. Weihong LIU stated: “OurUS$312 million Q2 net income demonstrates NXTT’s earnings power. By institutionalizing high dividend policy, we transform exceptionalperformance into predictable shareholder returns. This Policy aligns capital allocation with owner interests while retaining flexibilityto fund growth.”
Investor Contact:
Investor Relations
ir@nxtttech.com