UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C Information
Information
Statement Pursuant to Section 14 (c)
of
the Securities Exchange Act of 1934
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
computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
| 1) | Title
of each class of securities to which transaction applies: |
| 2) | Aggregate
number of securities to which transaction applies: |
| 3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) | Proposed
maximum aggregate value of transaction: |
| ☐ | Fee
paid previously with preliminary materials. |
| ☐ | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount
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| 2) | Form,
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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
NOTICE
OF ACTION TO BE TAKEN WITHOUT A MEETING
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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 May 02, 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 May [*], 2024, 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.
| |
|
By
Order of the Board of Directors, |
| |
|
|
| May
[*], 2024 |
|
/s/ Lichen Dong |
| |
|
Lichen Dong |
| |
|
Chairman
of the Board |
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
May
08, 2024
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 May 02, 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 May 02, 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 cooperative enterprises 40,000,000 newly issued shares of common stock of the
Company, with no par value (the “Common Stock”), and warrants to purchase up to 80,000,000 of the Company’s Common
Stock underlying the aggregate value of the price underlying the Amendment Agreement(“Amendment”) until on or prior to 11:59
p.m. (New York time) on the five-year anniversary of the closing date at an exercise price of $2.6 (the “Warrants”). 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.
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). 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.
The
approval of the Transaction for purposes of Nasdaq Rule 5635(a) 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
May 02, 2024, the Board adopted resolutions approving the Transaction. On the same day, 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
Since
September 2023, the company's holding of the first batch of Bitcoins has achieved significant appreciation, which not only proves the
effectiveness of our investment strategy but also demonstrates our strength in the digital asset field. Bitcoin, as a scarce digital
asset, has long-term appreciation potential, while also helping the company diversify risks, hedge against inflation risks, enhance market
recognition, and participate in future technological innovation. Considering the successful experience of our company in holding Bitcoin
in the past, continuing to hold and increase our holdings of Bitcoin will help further increase the company's value.
Description
of the Transaction
On
May 02, 2024, Next Technology Holding Inc. (formerly known as WeTrade Group Inc.), a Wyoming corporation (“Company”), entered
into an Amendment Agreement(“Amendment”) to a BTC Trading Contract. This Amendment pertains to the original BTC Trading Contract
dated September 25, 2023 (“Original Agreement”), which was previously disclosed in an 8-K filed on September 28, 2023.The
Original Agreement enabled the Company, as Buyer, to purchase 6000 bitcoins (“BTC”) at an exercise price of US$30,000 per
BTCover a 12-month period from a specified seller (“Seller”). As of the signing date of the Amendment, the Company had purchased
833 BTC from the Seller and elected to furtherexercise the option for an additional 5000 BTC at the same exercise price. The consideration
for these additional BTC amounts to US$150,000,000. Under the terms of the Amendment, it was agreed that the consideration shall be satisfied
by the Company transferring 40,000,000 shares of its common stock and issuing 80,000,000 warrant shares to the Seller.
The
shares and warrant shares to be issued pursuant to the Amendment have not been registered under the Securities Act of 1933, as amended,
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
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 Amendment Agreement, 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 May 06, 2024, which is incorporated by reference herein.
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.
The
number of shares of Common Stock to be issued to the Sellers in the Transaction exceeds the threshold for which stockholder approval
is required under Nasdaq Rule 5635(a). To comply with Nasdaq Rule 5635(a), 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 3,569,700 shares of Common Stock as of the Record Date, representing approximately 51.17% 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 |
| Perfect Linkage Group Limited |
|
231,164 | |
3.31% |
| Blue Rose Worldwide Limited |
|
231,164 | |
3.31% |
| MAX STRATEGIC GROUP LIMITED |
|
301,410 | |
4.32% |
| PERFECT MERCHANT GROUP LIMITED |
|
295,500 | |
4.24% |
| Green Ally Enterprises Limited |
|
128,000 | |
1.83% |
| DIVINE SKY INTERNATIONAL LIMITED |
|
295,500 | |
4.24% |
| GLORIOUS SKYLINE LIMITED |
|
1,250,950 | |
17.93% |
| FORTUNE LIGHT ENTERPRISES LIMITED |
|
295,500 | |
4.24% |
| Golden Genius Development Limited |
|
245,012 | |
3.51% |
| REGAL WAVE INVESTMENTS LIMITED |
|
295,500 | |
4.24% |
Effect
of the Transaction on Existing Stockholders
The
issuance of shares of Common Stock and warrants pursuant to the Amendment Agreement 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.
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 | |
| — | | |
| — |
| Lim Kian Wee | |
| — | | |
| — |
| Mahesh Thapaliya | |
| — | | |
| — |
| Jianbo Sun | |
| — | | |
| — |
| Ken Tsang | |
| — | | |
| — |
| 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 May 06, 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 May 08, 2024. 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.
| |
|
By
Order of the Board of Directors, |
| |
|
|
|
|
/s/ Lichen Dong |
| |
|
Lichen Dong |
| |
|
Chairman
of the Board |
May
08, 2024
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