M&A - Next Technology Holding Inc.

Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025023221

Filing Summary: Next Technology Holding Inc. completed the acquisition of 5,000 BTC, in accordance with the Amended and Restated BTC Trading Contract with the Association Seller. The company is entitled to purchase a total of 5,167 BTC at a price of $30,000 per BTC over a period ending September 24, 2025. Payment for the BTC will be made in cash or shares of common stock, with 135,171,078 shares being issued at $1.02 per share and warrants to purchase 294,117,647 shares also being issued. The warrants have an initial exercise period of five years. The acquisition included the immediate exercise of warrants by BTC Sellers, resulting in the issuance of Warrant Shares. The Amended BTC Contract's previous disclosures are referenced.

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Form Type: DEF 14C

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025015458

Filing Summary: Next Technology Holding Inc. has approved a corporate action involving the acquisition of 5,167 BTC through an amended agreement with BTC Sellers via a new trading contract. The company plans to issue 135,171,078 shares of common stock and warrants for additional shares as part of this acquisition strategy, which is seen as beneficial for diversifying risks and enhancing market recognition. This action was approved on September 24, 2024, by the Board of Directors and Majority Stockholders, supporting the company’s growth strategy in the cryptocurrency market. The acquisition terms stipulate the purchase price and method of payment, including cash or shares of common stock. The shareholders were informed that the transaction would not require a meeting as written consent from the majority shareholders suffices for approval, streamlining the process.

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Form Type: PRER14C

Filing Date: 2025-02-10

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025011713

Filing Summary: Next Technology Holding Inc. has filed a revised preliminary information statement in connection with a corporate action approved by the Board of Directors on September 24, 2024, which involves the acquisition of Bitcoin through a BTC Trading Contract. The transaction allows the Company to purchase up to 5,167 BTC from BTC Sellers, with the total purchase price set at $30,000 per BTC. In exchange, the Company will issue 135,171,078 shares of common stock and warrants for an additional 294,117,647 shares. Shareholder approval has been obtained through written consent, as required under certain Nasdaq rules since the issuance exceeds 20% of the Company’s outstanding shares. The information statement serves to inform all stockholders of these developments without requiring their direct consent. The expected effects include potential dilution of existing shareholders' ownership percentages, but no change of control of the Company is anticipated as a result of this transaction.

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Form Type: CORRESP

Filing Date: 2024-10-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390024088567

Filing Summary: Next Technology Holding Inc. submitted a CORRESP on October 17, 2024, addressing comments from the SEC staff regarding their Preliminary Information Statement on Schedule 14C filed on October 3, 2024. The company is renegotiating terms to acquire up to 5,167 BTC, with a purchase price of $30,000 per BTC, and intends to issue 135,171,078 shares of Common Stock valued at $1.02 per share to the BTC Sellers as part of this acquisition. Additionally, they will issue warrants to purchase up to 294,117,647 shares. The approval for this transaction has been obtained from the Majority Stockholders through written consent in lieu of a special meeting. This document details the background, purpose, and implications of the Transaction, which is structured to ensure compliance with Nasdaq regulations. The stock issuance will result in significant dilution for existing shareholders but will not change the control of the Company.

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