NASDAQ: NXTT

Our business operates under a “SaaS+AI”
model, emphasizing customized and entrusted development projects designed in response to specific market demand. Through this approach,
we design, develop and deploy software platforms that integrate cloud computing, big data analytics and AI-driven algorithms to support
enterprises across diverse industries.

Our current customers include property management
chain enterprises, cryptocurrency mining investment operators, and energy and resource businesses. We are expanding the scope of our customer
base and are in discussions with potential customers in new media, financial services, transportation, education, and healthcare industries.

Product Portfolio

Our current product portfolio includes several
AI-driven platforms and applications:

●
Smart Cloud Collaboration Platform. A cloud collaboration platform that incorporates intelligent tools to analyze user behavior, recommend resources and enable real-time collaboration across geographies, built on Model-View-Controller (MVC) architecture with integrated CI/CD pipelines.

●
AI-Enabled Data Analytics and Decision Support. Real-time data analysis and reporting capabilities designed to help customers generate insights from customer behavior, market trends and operational data.

●
Fully Automated Workflow. Automation tools that streamline repetitive tasks such as data entry, report generation and email classification to improve efficiency.

●
Comprehensive Security and Compliance Assurance. Platform integration of monitoring and compliance functions utilizing AI to identify potential security risks and support adherence to applicable regulatory requirements.

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●
Personalized Customer Relationship Management (CRM). CRM tools that integrate customer data from multiple channels, build profiles and provide insights to support personalized product recommendations.

●
AI Optimization for Supply Chain and Inventory Management. Modules designed to assist with supply chain and inventory optimization, applying AI to improve forecasting and operational planning.

As of December 31, 2025, the Company has 28 employees,
16 of whom are currently part of our research and development team, which provides ample technical resources to meet current business
demand. In line with our ongoing research and development initiatives, we anticipate that our SaaS+AI offerings will evolve from primarily
tailored solutions toward software with more standardized features that can be broadly applicable across industries.

Bitcoin Acquisition Strategy

Our Bitcoin acquisition strategy generally involves
acquiring Bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions,
issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase
Bitcoin.

We view our Bitcoin holdings as being held for
trading and expect to continue to accumulate Bitcoin. We have not set any specific target for the amount of Bitcoin we seek to hold, and
we will continue to monitor market conditions in determining whether to engage in additional financing to purchase additional Bitcoin.

This overall strategy also contemplates that we
may (i) periodically sell Bitcoin for general corporate purposes, including to generate cash for treasury management or in connection
with strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions
that are collateralized by our Bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise
generate funds using our Bitcoin holdings.

We believe that, due to its limited supply, Bitcoin
offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation
in the long term.

The following table presents a roll-forward of
our Bitcoin holdings, including additional information related to our Bitcoin purchases, fair value change in digital asset and number
of Bitcoin held during the year:

Digital asset

original cost

basis
Fair value change in digital asset
Digital asset

fair value
Number of

Bitcoin held

Balance on December 31, 2023
$ 24,990,000
$ 10,147,576
$ 35,137,576
833

Fair value gain on digital asset
—
$ 43,184,854
$ 43,184,854
—

Balance on December 31, 2024
$ 24,990,000
$ 53,332,430
$ 78,322,430
833

Digital asset purchase
158,083,667
—
158,083,667
5,000

Fair value gain on digital asset
—
279,747,388
279,747,388
—

Balance on December 31, 2025
$ 183,073,667
$ 333,079,818
$ 516,153,485
5,833

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Regulatory Permissions and Developments

We conduct our business directly and through our
subsidiaries in Hong Kong and the BVI. Our counsel as to PRC law has advised us that the laws and regulations of the PRC do not currently
have any material impact on our business, financial condition or results of operations, particularly given that we terminated all of our
operations in the PRC in 2024. However, there is no assurance that there will not be any changes in the economic, political and legal
environment in Hong Kong in the future. If there is a significant change to current political arrangements between mainland China and
Hong Kong, companies operating in Hong Kong such as us may face similar regulatory risks as those operated in the PRC, including their
ability to offer securities to investors, list their securities on a U.S. or other foreign exchange, conduct their business or accept
foreign investment. In light of mainland China’s expansion of authority in Hong Kong, there are risks and uncertainties which we
cannot foresee for the time being, and rules and regulations in mainland China can change quickly with little or no advance notice. The
Chinese government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in issuers like ourselves.

There may be prominent risks associated with our
operations being in Hong Kong. For example, as a U.S.-listed public company operating primarily in Hong Kong, we may face heightened scrutiny,
criticism and negative publicity, which could result in a material change in our operations and the value of our common stock. Additionally,
we are subject to certain legal and operational risks associated with our business operations in Hong Kong, which is subject to political
and economic influence from China. PRC laws and regulations governing our current business operations are sometimes vague and uncertain,
and we may face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be
able to conduct in Hong Kong and the profitability of such business. Therefore, these risks associated with being based in or having the
majority of our operations in Hong Kong could likely cause the value of our securities to significantly decline or be worthless. Furthermore,
these risks would likely result in a material change in our business operations or a complete hinderance of our ability to offer or continue
to offer our securities to investors. Furthermore, changes in Chinese internal regulatory mandates, such as the Regulations on Mergers
and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), the Anti-Monopoly Law, the Cybersecurity
Law and the Data Security Law, may target the Company’s corporate structure and impact our ability to conduct business in Hong Kong,
accept foreign investments, or list on a U.S. or other foreign exchange.

The U.S. Government, including the SEC and other
federal agencies, continues to evolve its regulatory focus on companies with significant operations outside the United States, including
Hong Kong. In particular, U.S. securities law and related enforcement priorities reflect ongoing concerns regarding audit access, investor
protection and public company transparency for foreign-operating registrants. For example, as described in more details below, under the
Holding Foreign Companies Accountable Act, companies whose auditors are not subject to inspections by the Public Company Accounting Oversight
Board (“PCAOB”), including certain China-based audit firms, may be subject to delisting from U.S. exchanges if compliance
with PCAOB inspection requirements is not achieved. Market participants and regulatory commentators have highlighted enforcement and review
activity involving disclosures by foreign-operating registrants. The regulatory and geopolitical environment affecting U.S. and international
relations continues to evolve and could result in heightened compliance costs, increased scrutiny of disclosures, and other impacts on
companies with cross-border operations, including those that operate in or derive revenue from Hong Kong.

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Government Regulation

We are not registered as an investment company
under the Investment Company Act of 1940, as amended, and stockholders do not have the protections associated with ownership of shares
in a registered investment company, nor the protections afforded by the Commodity Exchange Act of 1936.

The laws and regulations applicable to Bitcoin
and digital assets are evolving and subject to interpretation and change.

Governments around the world have reacted differently
to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while
in some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain and evolving regulatory requirements.

As digital assets have grown in both popularity
and market size, the U.S. Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement
Network, the Commodity Futures Trading Commission (“CFTC”), the SEC, the Financial Industry Regulatory Authority, the Consumer
Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the
IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset
exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate
the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and
consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users.
Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In
addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions
and requirements for businesses engaged in activities related to digital assets.

Depending on the regulatory characterization of
Bitcoin, the markets for Bitcoin in general, and our activities in particular, our business and our Bitcoin acquisition strategy may be
subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to
a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers
and financial institutions in these markets, and our ability to pursue our Bitcoin strategy. Additionally, U.S. state and federal and
foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted
restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets
activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency
mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution
systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining
in their respective states.

The CFTC takes the position that some digital
assets, including Bitcoin, fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended
(the “CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital
assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market
exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. In addition, CFTC regulations
and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged
commodity transactions involving digital asset commodities, including the markets on which these products trade.

The SEC and its staff have taken the position
that certain other digital assets fall within the definition of a “security” under the U.S. federal securities laws. Public
statements made by senior officials and senior members of the staff at the SEC indicate that the SEC does not consider Bitcoin to be a
security under the federal securities laws. However, such statements are not official policy statements by the SEC and reflect only the
speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets.
The SEC’s broader digital asset initiatives, including ongoing efforts to modernize regulatory approaches to crypto markets and
clarify the application of securities laws to various classes of digital assets, may impact how digital assets are regulated.

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In addition, since transactions in Bitcoin provide
a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception
of such misuse, could lead to greater regulatory oversight of Bitcoin and Bitcoin platforms, and there is the possibility that law enforcement
agencies could close Bitcoin platforms or other Bitcoin-related infrastructure with little or no notice and prevent users from accessing
or retrieving Bitcoin held via such platforms or infrastructure. The U.S. Treasury Department’s Office of Foreign Assets Control
has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service providers
to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series of enforcement
actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges associated with
Russian and/or North Korean nationals.

We believe that our business operations are not
currently impacted by the cryptocurrency restrictions imposed by the Chinese government (collectively, the “PRC Crypto Restrictions”)
in any material respect, even though the Chinese government has adopted an increasingly stringent approach in recent years, as outlined
and discussed below.

On December 3, 2013, the People’s Bank of
China, China’s central bank (“PBoC”), issued the Notice on Preventing Risks Associated with Bitcoin, emphasizing
that Bitcoin should be deemed as a virtual commodity rather than a fiat currency. This notice prohibits financial and payment institutions
in China from providing Bitcoin-related services, highlighting the potential risks of money-laundering associated with Bitcoin.

Further tightening the regulatory environment,
on September 4, 2017, the PBoC issued the Announcement on Preventing Risks Associated with Financing Activities through ICOs, which
prohibits the initial coin offerings (ICOs) which was characterized as a potentially criminal activity, potentially involving suspected
illegal issuance and sales of tokens and notes, unauthorized public issuance of securities, illegal fundraising, financial fraud, and
Ponzi schemes.

The most recent regulatory measure came on September
24, 2021, when the PBoC, along with nine other Chinese national government bodies, issued the Notice Regarding Further Prevention and
Management of Risks Associated with Cryptocurrency Trading Hype banning overseas cryptocurrency exchanges from providing services
to residents in mainland China. This notice also prohibits individuals in mainland China from working for overseas exchanges, and restricts
companies and individuals from providing marketing, payment, settlement services or technical support to these exchanges. A comprehensive
monitoring system was also established to oversee cryptocurrency activities of individuals and companies in mainland China, giving local
authorities extensive authority to monitor their regions and raise early warning flags.

We believe our business operations are not currently
subject to these PRC Crypto Restrictions. We are not a PRC company, nor do we plan to open or retain any PRC subsidiaries. We are not
a financial or payment institution operating within China either. We closed our PRC subsidiaries in July 2024 and currently do not conduct
any business activities within China. We do not engage in any exchange business between fiat currency and cryptocurrency or among cryptocurrencies.
We do not issue digital tokens through ICOs or otherwise, nor do we provide marketing, payment, settlement services or related technical
support for any cryptocurrency exchanges.

Our involvement with Bitcoin is limited to purchasing
and holding Bitcoins, which is not prohibited under the PRC Crypto Restrictions. Furthermore, the holding of certain executive roles by
Chinese citizens in our company does not violate any PRC Crypto Restrictions.

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While our current business operations are not
subject to the PRC Crypto Restrictions, future changes in our business strategies or operations could expose us to these restrictions.
In addition, the PRC Crypto Restrictions are continuously evolving and can be subject to significant changes. There is a possibility that
the Chinese government may broaden its regulatory scope to include a wider range of cryptocurrency-related activities, potentially impacting
companies operating outside of China. If new regulations are introduced or if our business evolves to include activities that fall under
the PRC jurisdiction, we could face increased regulatory scrutiny, compliance costs or operational restrictions, which, in turn, could
materially affect our current or anticipated business operations.

As noted above, activities involving Bitcoin and
other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations
are rapidly evolving and increasing in scope. The U.S. federal government, states, regulatory agencies, and foreign countries may also
enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price
of Bitcoin or the ability of individuals or institutions such as us to own or transfer Bitcoin. For example:

●
On March 9, 2022, President Biden signed an executive order relating to cryptocurrencies. While the executive order did not mandate the adoption of any specific regulations, it instructed various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. CBDC. On September 16, 2022, the White House released a framework for digital asset development, based on reports from various government agencies, including the U.S. Department of Treasury, the Department of Justice, and the Department of Commerce. Among other things, the framework encourages regulators to pursue enforcement actions, issue guidance and rules to address current and emergent risks, support the development and use of innovative technologies by payment providers to increase access to instant payments, consider creating a federal framework to regulate nonbank payment providers, and evaluate whether to call upon Congress to amend the Bank Secrecy Act and laws against unlicensed money transmission to apply explicitly to digital asset service providers. There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets.

●
On April 4, 2022, SEC Chair Gary Gensler announced that he has asked SEC staff to work (i) to register and regulate digital asset platforms like securities exchanges; (ii) with the CFTC on how to jointly address digital asset platforms that trade both securities and non-securities; (iii) on segregating out digital asset platforms’ custody of customer assets, if appropriate; and (iv) on segregating out the market making functions of digital asset platforms, if appropriate. Similarly, foreign government authorities have recently expanded their efforts to restrict certain activities related to Bitcoin and other digital assets.

●
On September 8, 2022, the White House Office of Science and Technology Policy issued a report in coordination with other federal agencies relating to the climate and energy implications of digital assets, including Bitcoin, in the United States. Among its finding are that digital assets are energy intensive and drive significant environmental impacts, and the report recommends further study of the environmental impact of digital assets and the development of environmental performance regulations for digital asset miners, which may include limiting or eliminating digital assets that use high energy intensity consensus mechanisms, including the proof-of-work consensus mechanisms on which the Bitcoin blockchain is based.

●
On March 1, 2023, the U.S. Under Secretary for Domestic Finance provided an update on the development of a U.S. CBDC, indicating that the U.S. Department of Treasury would be providing an initial set of findings and recommendations regarding the development and adoption of a U.S. CBDC in the coming months.

●
On April 14, 2023, the SEC reopened the comment period for its proposal to amend the definition of “exchange” under Exchange Act Rule 3b-16 to encompass trading and communication protocol systems for digital asset securities and trading systems that use distributed ledger or blockchain technology, including both so-called “centralized” and “decentralized” trading systems. The comment period is now closed. The SEC may determine whether to adopt the revised definition after an evaluation of comments provided during the comment period. If adopted in its proposed form, the new definition would have a sweeping impact on digital asset trading venues and other digital asset industry participants.

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●
The European Union’s Markets in Crypto Assets Regulation (“MiCA”), a comprehensive digital asset regulatory framework for the issuance and use of digital assets, like Bitcoin, became effective in June 2023, with various requirements phasing into effect through 2024.

●
On June 5, 2023, the SEC filed a complaint against Binance Holdings Ltd. and other affiliated entities in federal district court for the District of Columbia, alleging, among other claims related to the operation of the affiliates and their platforms, that: (i) the Binance entities commingled and diverted customer assets; (ii) various affiliates of Binance Holdings Ltd. operated as exchanges, brokers, dealers and clearing agencies without registration under the Exchange Act; (iii) Binance Holdings Ltd. engaged in the unregistered offer and sale of securities; (iv) affiliates of Binance Holdings Ltd. operated in a manner to evade U.S. federal securities laws, and (v) affiliates of Binance Holdings Ltd. misled customers and investors concerning the existence and adequacy of market surveillance and controls to detect and prevent manipulative trading.

●
On June 6, 2023, the SEC filed a complaint against Coinbase, Inc. and other affiliated entities in federal district court in the Southern District of New York, alleging, among other claims: (i) that Coinbase, Inc. violated the Exchange Act by failing to register with the SEC as a national securities exchange, broker-dealer, and clearing agency, in connection with activities involving certain identified digital assets that the SEC’s complaint alleges are securities, (ii) that Coinbase, Inc. violated the Securities Act of 1933, as amended (the “Securities Act”) by failing to register with the SEC the offer and sale of securities in connection with its staking program, and (iii) that Coinbase Global Inc. is jointly and severally liable as a control person under the Exchange Act for Coinbase Inc.’s violations of the Exchange Act to the same extent as Coinbase Inc.

●
In the United Kingdom, on June 29, 2023, the Financial Services and Markets Act 2023 (“FSMA 2023”) became law. FSMA 2023 (i) clarifies that “cryptoassets” are subject to the regulated activities and financial promotion orders and (ii) establishes that digital assets firms, including exchanges and custodians, operating in or providing services to the United Kingdom carrying out certain activities involving “cryptoassets” are performing a regulated activity that needs to be authorized by the Financial Conduct Authority and may also be subject to oversight from the Bank of England. Several additional pieces of proposed legislation in the United Kingdom, including The Public Offers and Admissions to Trading Regulations 2023, may subject “cryptoassets” to further regulation. FSMA 2023 gave the UK Treasury powers to create financial market infrastructure sandboxes. The legislative framework for the UK’s Digital Securities Sandbox will take effect in January 2024.

●
On November 20, 2023, the SEC filed a complaint against Payward Inc. and Payward Ventures Inc., together known as Kraken, alleging, among other claims, that Kraken’s crypto trading platform was operating as an unregistered securities exchange, broker, dealer, and clearing agency. The SEC’s complaint also alleges that Kraken’s business practices, deficient internal controls, and poor recordkeeping practices present a range of risks for its customers.

●
On November 21, 2023, Binance Holdings Ltd. and its then chief executive officer reached a settlement with the U.S. Department of Justice, CFTC, the U.S. Department of Treasury’s Office of Foreign Asset Control, and the Financial Crimes Enforcement Network to resolve a multi-year investigation by the agencies and a civil suit brought by the CFTC, pursuant to which Binance Holdings Ltd. agreed to, among other things, pay $4.3 billion in penalties across the four agencies and to discontinue its operations in the United States. Binance also acknowledged that it willfully operated an unlicensed money-transmitting business, pleaded guilty to criminal charges of not having adequate anti-money laundering protocols in place and committed violations of the International Emergency Economic Powers Act, and its then chief executive officer pleaded guilty to failing to maintain an effective anti-money laundering program and resigned as chief executive officer of Binance. This settlement does not include any settlement of the SEC’s complaint against Binance referenced above.

●
On October 10, 2024, the SEC filed a complaint against Cumberland DRW LLC, alleging violations of Section 15(a) of the Exchange Act (related to regulation of “brokers” and “dealers”), including references to Cumberland’s activities regarding Bitcoin.

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●
On January 23, 2025, President Trump issued an executive order titled, Strengthening American Leadership in Digital Financial Technology. While the executive order did not mandate the adoption of any specific regulations, the executive order identifies certain key objectives to guide agencies involved in crypto regulation, including (i) protecting the sovereignty of the United States dollar by promoting the development of United States dollar-backed stablecoins, (ii) providing regulatory clarity and certainty built on technology-neutral regulations for individuals and firms involved in digital assets, including through well-defined jurisdictional regulatory boundaries, and (iii) taking measures to protect Americans from the risks of Central Bank Digital Currencies. To achieve these objectives, the executive order established a working group on digital asset markets within the National Economic Council, comprised of representatives from key federal agencies, with a tight timeline for examining existing regulations and proposing a new regulatory framework. This working group released a report on July 30, 2025 that recommended regulatory and legislative proposals to advance the policies established in the executive order. The SEC also established a Crypto Task Force in furtherance of these objectives. Among other things, the Crypto Task Force is charged with helping to draw clear regulatory lines and to appropriately distinguish securities from non-securities. The work of the Crypto Task Force is in its early stages and it is not yet clear whether it will result in material changes to the existing regulatory framework of digital assets.

●
On May 29, 2025, the U.S. House of Representatives introduced H.R. 3633, the Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”), which passed the House on July 17, 2025 and is currently pending review by the U.S. Senate. If enacted as proposed, the CLARITY Act would classify bitcoin and certain other digital assets as “digital commodities” and expand the jurisdiction of the Commodity Futures Trading Commission (the “CFTC”) over such assets. As a result, certain activities involving bitcoin, including trading, custody, advisory, or fundraising transactions, could become subject to new compliance obligations under the Commodity Exchange Act. Depending on the manner in which the legislation is implemented and interpreted, entities such as ours could be required to register as a commodity pool operator, commodity trading advisor, or otherwise comply with CFTC regulations applicable to market participants in digital commodities.

●
In July 2025, the U.S. Congress enacted the Global Economic Navigation and Income Utilization Security Act (the “GENIUS Act”), establishing a federal regulatory framework for stablecoins. The act recognizes qualified stablecoins as permitted payment instruments provided they maintain 1:1 reserves in liquid assets and adhere to monthly public disclosure requirements.

●
In early 2025, the SEC rescinded Staff Accounting Bulletin No. 121 (“SAB 121”), which previously required certain entities to record digital assets held for others as liabilities on their balance sheets. The SEC subsequently issued SAB 122, providing revised guidance for institutional digital asset custody and financial reporting.

●
Pursuant to ASU 2023-08, effective for fiscal years beginning after December 15, 2024, the Company is required to measure its bitcoin holdings at fair value each reporting period, with corresponding changes in value recognized in net income.

●
Beginning in the 2025 tax year, the Internal Revenue Service (“IRS”) requires the reporting of gross proceeds from digital asset transactions on Form 1099-DA. Furthermore, mandatory cost-basis reporting for digital asset transactions is scheduled to take effect for transactions occurring on or after January 1, 2026.

●
In 2025, the European Union reached full implementation of the Markets in Crypto Assets (“MiCA”) regulation. Additionally, in August 2025, the Hong Kong Monetary Authority implemented a formal regulatory regime for stablecoin issuers, mandating localized presence and specific reserve management standards.

●
Effective August 1, 2025, Hong Kong implemented a formal licensing and regulatory regime for fiat-referenced stablecoin issuers under the Stablecoins Ordinance, administered by the Hong Kong Monetary Authority (HKMA), which requires issuers to be locally incorporated (or authorized institutions with a principal place of business in Hong Kong) and mandates full reserve backing with high-quality, segregated liquid assets.

●
On March 17, 2026, the SEC and CFTC jointly issued a landmark interpretive release (Release Nos. 33-11412; 34-105020) clarifying how federal securities laws apply to crypto assets and providing a coherent token taxonomy classifying digital assets into categories including digital commodities, digital securities, stablecoins, digital collectibles, and digital tools. The release classifies Bitcoin as a digital commodity subject to CFTC jurisdiction rather than SEC securities regulation, and clarifies that mining, staking, wrapping, and airdrops do not constitute securities transactions. The guidance supersedes all prior SEC staff statements on these topics and applies prospectively. While this guidance represents a significant step toward regulatory clarity for Bitcoin holders such as the Company, it is an interpretation rather than permanent law, and the CLARITY Act must still be enacted by Congress to codify these classifications into statute.

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Implications of Holding Foreign Company Accountable
Act

On March 24, 2021, the SEC adopted interim final
rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Company Accountable Act,
or the HFCAA. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely
PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities
in those jurisdictions. On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “Statement
of Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The terms of the Statement of
Protocol would grant the PCAOB complete access to audit work papers and other information so that it may inspect and investigate PCAOB-registered
accounting firms headquartered in China and Hong Kong. According to the PCAOB, its December 2021 determinations under the HFCAA remain
in effect. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered
public accounting firms headquartered in mainland China and Hong Kong completely in 2022, and the PCAOB Board vacated its previous 2021
determination.

The audited financial statements of the Company for the fiscal years
ended December 31, 2023 and December 31, 2024, which are incorporated by reference in this prospectus supplement, were audited by JWF
Assurance PAC, an independent registered public accounting firm headquartered in Singapore and registered with the PCAOB. As of the date
of this report, JWF Assurance PAC is not included in the list of PCAOB Identified Firms in any currently effective PCAOB Determination
Report.

The Company’s independent registered public accounting firm for
the fiscal year ended December 31, 2025 is CHI-LLTC, headquartered at 47, First Floor, Jalan SS15/4B, 47500 Subang Jaya, Selangor, which
is registered with the PCAOB. As of the date of this report, CHI-LLTC is not included in the list of PCAOB Identified Firms in any currently
effective PCAOB Determination Report.

In the event it is later determined that the PCAOB
is unable to inspect or investigate completely the Company’s then-current auditor because of a position taken by an authority in
a foreign jurisdiction, such lack of inspection could cause trading in the Company's securities to be prohibited under the HFCAA and could
ultimately result in a determination by a securities exchange to delist the Company's securities.

Transfers of Cash to and from Our Subsidiaries

Next Technology Holding Inc. is a holding company.
We conduct our operations directly and through our subsidiaries in both Hong Kong and BVI. We may rely on dividends to be paid by our
Hong Kong and BVI subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash
distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. If our Hong Kong and BVI subsidiaries
incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other
distributions to us.

Next Technology Holding Inc. is permitted under the Wyoming laws to
provide funding to our subsidiaries in Hong Kong and BVI through loans or capital contributions without restrictions on the amount of
the funds, subject to satisfaction of applicable government registration, approval and filing requirements. Our Hong Kong subsidiary is
also permitted under the laws of Hong Kong to provide funding to Next Technology through dividend distribution without restrictions on
the amount of the funds. As of the date of this report, there has been no distribution of dividends or assets among the holding company
or the subsidiaries. We currently do not have any cash management policies in place.

On August 8, 2025, the Company’s board of
directors unanimously approved the Policy, which took effect on September 8, 2025. Under the Policy, the Company will distribute no less
than 80% of annual profits to its shareholders as dividends, payable in cash, stock or other forms approved by the board. However, dividend
declarations remain subject to the board’s quarterly assessment of liquidity, cash flow generation, capital allocation needs for
growth, regulatory and compliance constraints, and overall financial condition. No dividends were declared for the year ended December
31, 2025.

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Subject to the Wyoming Business Corporations Act
and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they
think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our
liabilities and we will be able to pay our debts as they become due. There is no further Wyoming statutory restriction on the amount of
funds which may be distributed by us by dividend.

Under the current practice of the Inland Revenue
Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and regulations of the
PRC do not currently have any material impact on transfer of cash from Next Technology Holding Inc. to Hong Kong subsidiaries or from
Hong Kong subsidiaries to Next Technology Holding Inc. There are no restrictions or limitation under the laws of Hong Kong imposed on
the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S investors.

Overview of Business and Industry

Software Development

We provide AI-enabled software development services to our potential
customers in USA, Hong Kong, Singapore, Malaysia, Japan and other Asian markets, which included developing, designing and implementing
various SaaS software solutions for business of all types, including industrials and other businesses.

The analytics market is highly competitive and
subject to rapidly changing technology and market conditions. Our ability to compete successfully depends on a number of factors within
and outside of our control. Some of these factors include software quality, performance and reliability; the quality of our service and
support teams; marketing and prospecting effectiveness; the ability to incorporate artificial intelligence and other technically advanced
features; and our ability to differentiate our products. Failure to perform in these or other areas may reduce the demand for our offerings
and materially adversely affect our revenue from both existing and prospective customers.

Bitcoin Holding

We hold substantially all of our Bitcoin in custody
accounts at Japanese based, institutional-grade custodians that have demonstrated records of regulatory compliance and information security.
Our Bitcoin acquisition strategy generally involves acquiring Bitcoin with our liquid assets that exceed working capital requirements,
and from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions
with the objective of using the proceeds to purchase Bitcoin.

We view our Bitcoin holdings as being held for
trading and expect to continue to accumulate Bitcoin. We have not set any specific target for the amount of Bitcoin we seek to hold, and
we will continue to monitor market conditions in determining whether to engage in additional financing to purchase additional Bitcoin.

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Bitcoin Industry and Market

Bitcoin is a digital asset that is issued by and
transmitted through an open-source protocol, known as the Bitcoin protocol, collectively maintained by a peer-to-peer network of decentralized
user nodes. This network hosts a public transaction ledger, known as the Bitcoin blockchain, on which Bitcoin holdings and all validated
transactions that have ever taken place on the Bitcoin network are recorded. Balances of Bitcoin are stored in individual “wallet”
functions, which associate network public addresses with one or more “private keys” that control the transfer of Bitcoin.
The Bitcoin blockchain can be updated without any single entity owning or operating the network.

Creation of New Bitcoin and Limits on Supply

New Bitcoin is created and allocated by the Bitcoin
protocol through a “mining” process that rewards users that validate transactions in the Bitcoin blockchain. Validated transactions
are added in “blocks” approximately every 10 minutes. The mining process serves to validate transactions and secure the Bitcoin
network. Mining is a competitive and costly operation that requires a large amount of computational power to solve complex mathematical
algorithms. This expenditure of computing power is known as “proof of work.” To incentivize miners to incur the costs of mining
Bitcoin, the Bitcoin protocol rewards miners that successfully validate a block of transactions with newly generated Bitcoin.

The Bitcoin protocol limits the total number of
Bitcoin that can be generated over time to 21 million. The current reward for miners that successfully validate a block of transactions
is 3.125 Bitcoin per mined block. Based on current mining rates, we anticipate the reward will decrease by half to 1.5625 Bitcoin per
mined block sometime in 2028. This decrease in mining reward is referred to as a Bitcoin halving, and it occurs after every 210,000 blocks
are mined, which has historically occurred approximately every four years.

Modifications to the Bitcoin Protocol

Bitcoin is an open-source network that has no
central authority, so no one person can unilaterally make changes to the software that runs the network. However, there is a core group
of developers that maintain the code for the Bitcoin protocol, and they can propose changes to the source code and release periodic updates
and other changes. Unlike most software that has a central entity that can push updates to users, Bitcoin is a peer-to-peer network in
which individual network participants, called nodes, decide whether to upgrade the software and accept the new changes. As a practical
matter, a modification becomes part of the Bitcoin protocol only if the proposed changes are accepted by participants collectively having
the most processing power, known as hash rate, on the network. If a certain percentage of the nodes reject the changes, then a “fork”
takes place and participants can choose the version of the software they want to run.

Bitcoin Industry Participants

The primary Bitcoin industry participants are
miners, investors and traders, digital asset exchanges and service providers, including custodians, brokers, payment processors, wallet
providers and financial institutions.

Miners. Miners range from Bitcoin enthusiasts
to professional mining operations that design and build dedicated mining machines and data centers, including mining pools, which are
groups of miners that act cohesively and combine their processing power to mine Bitcoin blocks.

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Investors and Traders. Bitcoin investors and traders
include individuals and institutional investors who, directly or indirectly, purchase, hold, and sell Bitcoin or Bitcoin-based derivatives.
On January 10, 2024, the Securities and Exchange Commission (“SEC”) issued an order approving several applications for the
listing and trading of shares of spot Bitcoin exchange-traded products (“ETPs”) on U.S. national securities exchanges. While
the SEC had previously approved exchange-traded funds where the underlying assets were Bitcoin futures contracts, this order represents
the first time the SEC has approved the listing and trading of ETPs that acquire, hold and sell Bitcoin directly. ETPs can be bought and
sold on a stock exchange like traditional stocks, and provide investors with another means of gaining economic exposure to Bitcoin through
traditional brokerage accounts.

Digital Asset Exchanges. Digital asset exchanges
provide trading venues for purchases and sales of Bitcoin in exchange for fiat or other digital assets. Bitcoin can be exchanged for fiat
currencies, such as the U.S. dollar, at rates of exchange determined by market forces on Bitcoin trading platforms, which are not regulated
in the same manner as traditional securities exchanges. In addition to these platforms, over-the-counter markets and derivatives markets
for Bitcoin also exist. The value of Bitcoin within the market is determined, in part, by the supply of and demand for Bitcoin in the
global Bitcoin market, market expectations for the adoption of Bitcoin as a store of value, the number of merchants that accept Bitcoin
as a form of payment, and the volume of peer-to-peer transactions, among other factors. For a discussion of risks associated with digital
asset exchanges, see “