U.S. stocks were mixed, with the Dow Jones index falling more than 200 points on Monday.Shares of Keurig Dr Pepper Inc. KDP fell sharply during Monday's session after the company announced the acquisition of JDE Peet’s.Keurig Dr Pepper shares dipped 7.8% to $32.38 on Monday.Here are some other big stocks recording losses in today’s session.Valneva SE VALN shares fell 21% to $9.19 after the FDA suspended the license for IXCHIQ.DeFi Development Corp. DFDV dipped 18% to $16.51 after the company announced that ...

[H1 2025 Financial & Operational Highlights](index=1&type=section&id=H1%202025%20Financial%20%26%20Operational%20Highlights) The company achieved substantial net income growth and significantly expanded its Bitcoin holdings in H1 2025, driven by fair value gains from digital assets and strategic acquisitions H1 2025 Key Financial Metrics vs H1 2024 | Metric | H1 2025 (US$ million) | H1 2024 (US$ million) | Change | | :--- | :--- | :--- | :--- | | Net Income | 312.0 | 12.6 | +2,373% | | Other Income | 395.7 | 15.6 | +2,437% | Asset Growth (as of June 30, 2025) | Metric | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Bitcoin Holdings | 5,833 BTC | 833 BTC | +5,000 BTC | | Cash & Digital Assets | US$632.7 million | US$79.0 million | +701% | - The company successfully acquired **5,000 Bitcoin** in H1 2025 in exchange for a combination of **135.2 million common shares**, warrants to purchase **294.1 million shares**, and **$12.1 million in cash**[6](index=6&type=chunk) - The significant increase in net income and other income was primarily driven by a **$449.0 million gain** from the increase in Bitcoin's price[5](index=5&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) Management attributed strong H1 2025 performance to a dual strategy of AI software development and strategic Bitcoin acquisition, planning continued disciplined accumulation - Management highlighted the strength of its diversified business model, combining AI-enabled software development services with a strategic Bitcoin acquisition and holding strategy[3](index=3&type=chunk) - The company's forward-looking strategy involves continuing to deliver innovative software solutions while prudently managing and expanding its Bitcoin holdings[3](index=3&type=chunk) - NXTT views Bitcoin as a long-term store of value and a potential hedge against inflation, believing in its potential for long-term appreciation with increasing global adoption[3](index=3&type=chunk) [Half year 2025 Financial Review](index=2&type=section&id=Half%20year%202025%20Financial%20Review) H1 2025 financial performance was significantly boosted by a substantial increase in other income, primarily from digital asset fair value gains, leading to a dramatic rise in net income - General and administrative expenses for H1 2025 were **$705,820**, a slight increase from **$675,144** in H1 2024, primarily due to higher litigation-related legal fees[7](index=7&type=chunk) - Other income for H1 2025 was **$395.7 million**, compared to **$15.6 million** in H1 2024, with the increase mainly attributed to fair value gains from digital assets[8](index=8&type=chunk) - Net income for H1 2025 reached **$312.0 million**, a significant increase from **$12.6 million** in H1 2024, also driven by the fair value gain from digital assets[9](index=9&type=chunk) [Financial Statements](index=3&type=section&id=Financial%20Statements) The condensed consolidated financial statements reflect a substantial increase in net income and total assets, primarily driven by the significant appreciation of digital assets [Condensed Consolidated Statements of Operations](index=3&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20INCOME(LOSS)) The statements of operations highlight a dramatic increase in other income and net income for both the six and three months ended June 30, 2025 Statement of Operations (Six Months Ended June 30) | Metric | 2025 (USD) | 2024 (USD) | | :--- | :--- | :--- | | Other income | 395,661,456 | 15,595,778 | | Net income | 312,014,952 | 12,619,286 | | Net income per share, basic and diluted | 1.16 | 2.74 | Statement of Operations (Three Months Ended June 30) | Metric | 2025 (USD) | 2024 (USD) | | :--- | :--- | :--- | | Other income (loss) | 150,350,300 | (8,423,621) | | Net income (loss) | 118,574,527 | (6,927,209) | | Net income (loss) per share, basic and diluted | 0.27 | (0.99) | [Condensed Consolidated Balance Sheets](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) The balance sheets show a significant expansion in digital assets, total assets, and stockholders' equity as of June 30, 2025 Balance Sheet Highlights (in USD) | Metric | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Digital assets | 632,067,553 | 78,322,430 | | Total assets | 633,275,940 | 92,916,317 | | Total liabilities | 93,674,759 | 11,288,255 | | Total Stockholders' Equity | 539,601,181 | 81,628,062 | [Company Overview & Forward-Looking Statements](index=2&type=section&id=Company%20Overview%20%26%20Forward-Looking%20Statements) Next Technology Holding Inc. operates with a dual strategy of AI-enabled SaaS and strategic Bitcoin holdings, while acknowledging risks related to digital asset volatility and regulatory changes - The company's business model is built on a dual-engine strategy of "AI plus digital assets," providing AI-enabled SaaS software while also holding Bitcoin for long-term appreciation and as a potential inflation hedge[10](index=10&type=chunk) - Key risks identified in forward-looking statements include fluctuations in the market price of Bitcoin, changes in accounting or securities laws, the impact of new investment vehicles for digital assets, and cybersecurity threats like hacks or loss of private keys[11](index=11&type=chunk)

Core Insights - Next Technology Holding Inc. reported strong financial performance for H1 2025, highlighting the effectiveness of its diversified business model and successful execution of software development and Bitcoin acquisition strategies [3][6]. Financial Highlights - Net income for the six months ended June 30, 2025, was $312.0 million, a 2,373% increase from $12.6 million in the same period of 2024 [6]. - Other income for the same period was $395.7 million, representing a 2,437% increase from $15.6 million in H1 2024, primarily due to a $449.0 million gain from the increase in Bitcoin's price [5][6]. - Total cash and cash equivalents combined with digital assets reached $632.7 million as of June 30, 2025, a 701% increase from $79.0 million as of December 31, 2024 [6]. Operational Highlights - The company's total Bitcoin holdings increased significantly to 5,833 Bitcoin as of June 30, 2025, compared to 833 Bitcoin as of December 31, 2024 [4]. - The company successfully acquired 5,000 Bitcoin through the issuance of shares, warrants, and cash, with Bitcoin's price surging 15.3% in the first half of 2025 [7]. Strategic Focus - The company aims to continue leveraging its expertise in software development while managing and expanding its Bitcoin holdings, viewing Bitcoin as a long-term store of value and a potential hedge against inflation [3][6].

Core Viewpoint - Next Technology Holding Inc. has announced a new Dividend Policy that mandates annual distributions of at least 80% of profits attributable to owners, effective September 8, 2025, following a strong Q2 2025 net income of US$312 million [1][2]. Key Policy Highlights - Mandatory High Payout: The policy commits to distributing at least 80% of annual profits to shareholders, which based on Q2 2025 net income, implies an annual payout capacity exceeding US$250 million [2]. - Operational Safeguards: Dividend declarations will be contingent upon quarterly assessments by the Board [3]. - Final Dividend Approval: Any proposed final dividend will require shareholder approval at the Annual General Meeting [3]. Governance & Execution - The Policy was approved unanimously by the Board on August 8, 2025, in compliance with the Wyoming Revised Corporation Act [4]. - Directors confirmed adherence to Articles of Association and conflict disclosure requirements [4]. - Management has been authorized to take necessary actions for the implementation of the Policy [4]. Q2 Performance Context - The CEO highlighted that the US$312 million Q2 net income reflects the company's earnings power, and the new dividend policy aims to convert strong performance into predictable returns for shareholders [5].

PART I – Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's financial position changed dramatically in the first six months of 2025, primarily due to its bitcoin acquisition strategy. Total assets surged to $633.3 million, driven by a significant increase in digital asset holdings to $632.1 million. This was financed through a massive issuance of common stock, which increased total stockholders' equity to $539.6 million. The company reported a net income of $312.0 million for the six-month period, almost entirely from a $395.7 million fair value gain on its digital assets, as it generated no revenue from its software development services. Cash flows from core activities were nil, with the cash balance remaining unchanged, highlighting that the bitcoin acquisition was a non-cash transaction involving equity issuance [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, the company's total assets increased significantly to $633.3 million from $92.9 million at year-end 2024. This growth was almost entirely due to the increase in digital assets, which rose to $632.1 million from $78.3 million. Total liabilities also increased to $93.7 million, primarily from a substantial rise in deferred tax liabilities. Consequently, total stockholders' equity grew to $539.6 million from $81.6 million, reflecting the large stock issuance for the bitcoin acquisition Condensed Consolidated Balance Sheet Highlights (in USD) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Digital assets | $632,067,553 | $78,322,430 | | Total current assets | $633,275,940 | $92,916,317 | | **Total assets** | **$633,275,940** | **$92,916,317** | | **Liabilities & Equity** | | | | Total current liabilities | $2,499,572 | $3,053,752 | | Deferred tax liabilities | $91,175,187 | $8,234,503 | | **Total liabilities** | **$93,674,759** | **$11,288,255** | | **Total Stockholders' Equity** | **$539,601,181** | **$81,628,062** | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) The company generated no revenue for the three and six months ended June 30, 2025. A significant fair value gain on digital assets resulted in 'Other income' of $395.7 million for the six-month period, driving a net income of $312.0 million, a substantial increase from $12.6 million in the same period of 2024. Basic and diluted EPS for the six months was $1.16, compared to $2.74 in the prior year, reflecting a massive increase in weighted-average shares outstanding Statement of Operations Summary (in USD) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Total service revenue | $0 | $0 | | General and administrative expense | ($705,820) | ($675,144) | | Other income | $395,661,456 | $15,595,778 | | Net income from continuing operation | $312,014,952 | $12,619,286 | | Net comprehensive income per share, basic and diluted | $1.16 | $2.74 | | Weighted-average shares outstanding, basic and diluted | 267,870,110 | 4,609,505 | [Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Stockholders%27%20Equity) For the six months ended June 30, 2025, stockholders' equity increased from $81.6 million to $539.6 million. This was driven by the issuance of 429.3 million shares, which added $146.0 million to additional paid-in capital, and a net income of $312.0 million, which increased retained earnings - For the six months ended June 30, 2025, the company issued **429,288,725 shares**, increasing additional paid-in capital by **$145,958,167**[22](index=22&type=chunk) - **Net income of $312,014,952** for the six-month period was added to retained earnings, contributing significantly to the growth in stockholders' equity[22](index=22&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, there was no cash flow from operating, investing, or financing activities. The company's cash and cash equivalents balance remained unchanged at $668,387. The most significant activity was non-cash: the issuance of common stock valued at $146.0 million to acquire digital assets - Net cash flows from operating, investing, and financing activities were all **zero** for the six months ended June 30, 2025[26](index=26&type=chunk) - A significant non-cash financing activity was the issuance of common stock valued at **$145,958,167** to acquire digital assets[26](index=26&type=chunk) - The company's cash and cash equivalents balance remained constant at **$668,387** from the beginning to the end of the period[26](index=26&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail the company's dual strategy of software development and bitcoin acquisition. A key highlight is the acquisition of 5,000 BTC in March 2025, bringing total holdings to 5,833 BTC with a fair value of $632.1 million. This was achieved via a non-cash transaction involving the issuance of over 429 million shares and warrants. The company early adopted ASU 2023-08, allowing it to report its crypto assets at fair value. The notes also disclose ongoing legal proceedings related to a control dispute and the dissolution of its PRC subsidiary - The company pursues a dual strategy: providing software development services and acquiring/holding bitcoin[28](index=28&type=chunk) - In March 2025, the company acquired **5,000 BTC**, bringing its total holdings to **5,833 BTC** with a fair value of **$632.1 million** as of June 30, 2025[33](index=33&type=chunk)[72](index=72&type=chunk) - The company early adopted accounting standard ASU 2023-08, measuring its crypto assets at fair value and recognizing unrealized gains and losses in net income[46](index=46&type=chunk)[47](index=47&type=chunk) - On July 3, 2025, the company filed a Form S-8 to register **80 million shares** under its 2025 Equity Incentive Plan and has since granted **20 million shares**[116](index=116&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reiterates the company's dual strategy of software development and bitcoin acquisition. The analysis of operations for the first six months of 2025 shows no revenue, with a net income of $312.0 million driven entirely by a $395.7 million fair value gain on digital assets. General and administrative expenses saw a slight increase due to higher legal fees. The company's liquidity is limited, with a cash balance of $668,387 and reliance on borrowings from former executives and third parties to cover daily operational expenses - The company's business strategy focuses on two areas: AI-enabled software development services and a bitcoin acquisition and holding strategy[121](index=121&type=chunk) Results of Operations Comparison (Six Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Service revenue | $0 | $0 | | Other income | $395,661,456 | $15,595,778 | | General and administrative expenses | ($705,820) | ($675,144) | | Net income | $312,014,952 | $12,619,286 | - The increase in net income for the six months ended June 30, 2025, was mainly due to the fair value gain from digital assets[132](index=132&type=chunk) - As of June 30, 2025, the company had cash of **$668,387** and borrowed funds from former executives and third parties to cover daily operational expenses[133](index=133&type=chunk)[134](index=134&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is not required to provide information on this item because it qualifies as a "smaller reporting company" under Regulation S-K - As a "smaller reporting company," the registrant is not required to provide the information contained in this item[139](index=139&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were not effective. This was due to identified material weaknesses, including a lack of a majority of outside directors for effective oversight, management domination by two individuals without compensating controls, inadequate internal audit functions, and a lack of segregation of duties in accounting - Management concluded that disclosure controls and procedures were not effective as of the period ended June 30, 2025[142](index=142&type=chunk) - Material weaknesses identified include: lack of a majority of outside directors, ineffective oversight, management domination by two individuals, lack of segregation of duties, and lack of multiple levels of review of accounting data[142](index=142&type=chunk)[143](index=143&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[146](index=146&type=chunk) PART II – Other Information [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company has been involved in legal disputes with certain individuals, Mr. Zheng Dai and Mr. Pijun Liu, who falsely claimed to represent the company. The company successfully obtained a temporary restraining order and a preliminary injunction against these individuals. A lawsuit they filed in Wyoming was dismissed with prejudice. A separate lawsuit filed by the same individuals seeking corporate records inspection is ongoing. Additionally, a lawsuit in New York regarding loan guarantees allegedly signed by the unauthorized individuals is pending - The company faced legal challenges from unauthorized persons (Mr. Zheng Dai, Mr. Pijun Liu) who falsely claimed control and filed fraudulent 8-K reports[148](index=148&type=chunk) - A Wyoming court granted a preliminary injunction restraining Mr. Zheng Dai and his affiliates from acting on behalf of the company, and their case was later dismissed with prejudice[152](index=152&type=chunk)[153](index=153&type=chunk) - A separate lawsuit is pending in New York County Supreme Court regarding alleged loan guarantees signed by the unauthorized individuals, which the company is moving to dismiss[157](index=157&type=chunk)[158](index=158&type=chunk)[160](index=160&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The company is not required to provide information on this item because it qualifies as a "smaller reporting company" under Regulation S-K - As a "smaller reporting company," the registrant is not required to provide the information contained in this item[161](index=161&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - None[162](index=162&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company had no senior securities issued and outstanding during the six months ended June 30, 2025, and therefore no defaults to report - No senior securities were issued and outstanding during the six months ended June 30, 2025[163](index=163&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable to our Company[164](index=164&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20information) There is no other information to report for the period - None[165](index=165&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act, and the financial statements formatted in XBRL - The report includes CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906[165](index=165&type=chunk) - Financial statements are provided in XBRL format as Exhibit 101[165](index=165&type=chunk)

Market Performance - On May 9, US stock indices closed mixed, with the Dow Jones down 0.29% and a weekly decline of 0.16%, the S&P 500 down 0.07% with a weekly decline of 0.47%, and the Nasdaq flat with a weekly decline of 0.27% [1] - Major tech stocks showed mixed performance, with Intel up 2%, while Nvidia, Netflix, Google, and Meta experienced slight declines [2] Investment Trends - According to Bank of America analysts, the rebound in the US stock market may have ended, as investors are in a "buy the rumor, sell the news" phase, making further increases unlikely [5] - In the past four weeks, US stock markets saw redemptions totaling $24.8 billion, the largest in two years [5] Notable Stock Movements - Lyft surged over 28%, marking its best single-day performance since February 2024, while Insulet Corp. rose nearly 21%, its best performance since November 2022 [2] - Tesla's stock increased by 4.72%, closing at $298.26, with a market capitalization of $960.68 billion, adding $43.3 billion in value overnight [2] Currency and Commodity Updates - The onshore RMB against the USD closed at 7.2399, appreciating by 51 points from the previous trading day [12] - Gold prices rose, with spot gold up 0.60% to $3,325.49 per ounce, and New York gold up 0.77% to $3,331.46 per ounce [12] - International crude oil futures settled up over 1%, with WTI crude oil rising by $1.11 to $61.02 per barrel, and Brent crude oil up $1.07 to $63.91 per barrel, both showing weekly gains of over 4% [15] Trade Agreements - On May 8, President Trump announced a new trade agreement with the UK, partially retracting tariffs in specific sectors and expanding market access for certain products [17] - The agreement includes a 10% tariff on the first 100,000 cars exported from the UK to the US, with a 25% tariff on any excess [17] - Trump indicated that if the trade agreement is combined with tax cuts, it could be a good time to invest in stocks [18]

PART I [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported no revenue for Q1 2025, achieving a $193.4 million net income primarily from digital asset fair value gains, with total assets surging to $483.8 million due to bitcoin acquisitions [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets dramatically increased to $483.8 million, driven by digital assets, while liabilities and equity also significantly rose Condensed Consolidated Balance Sheet Highlights (in USD) | Balance Sheet Item | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$483,825,640** | **$92,916,317** | | Digital assets | $481,717,253 | $78,322,430 | | Cash and cash equivalents | $668,387 | $668,387 | | **Total Liabilities** | **$62,798,986** | **$11,288,255** | | Deferred tax liabilities | $59,655,376 | $8,234,503 | | **Total Stockholders' Equity** | **$421,026,654** | **$81,628,062** | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2025, the company reported no service revenue but a substantial net income of $193.4 million, primarily from digital asset fair value gains, despite a lower EPS due to increased shares outstanding Consolidated Statements of Operations Highlights (in USD) | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Service Revenue | $0 | $0 | | General and administrative expense | ($449,858) | ($330,145) | | Other income | $245,311,156 | $24,019,399 | | Net income | $193,440,425 | $19,546,495 | | Net comprehensive income per share | $1.98 | $7.45 | | Weighted-average shares outstanding | 97,604,030 | 2,625,130 | [Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity significantly increased to $421.0 million in Q1 2025, driven by $146.0 million from new share issuance and $193.4 million in net income - Total outstanding shares increased from **6,976,410** at the end of 2024 to **436,265,135** as of March 31, 2025[20](index=20&type=chunk) - The increase in equity was due to stock issuance of **$146.0 million** and net income of **$193.4 million**[20](index=20&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash and cash equivalents remained unchanged at $668,387 for Q1 2025, with net cash flows from all activities being nil, despite significant net income offset by non-cash gains - Cash and cash equivalents remained unchanged at **$668,387** at the end of the period[24](index=24&type=chunk) - Net cash flows from operating, investing, and financing activities were all zero for the quarter[24](index=24&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Notes detail the company's dual strategy, the March 2025 acquisition of 5,000 BTC for $158.1 million, early adoption of ASU 2023-08 for fair value crypto accounting, and the dissolution of its PRC subsidiary - The company pursues a dual corporate strategy: providing software development services and acquiring and holding bitcoin[27](index=27&type=chunk) - In March 2025, the company acquired **5,000 BTC** for a total consideration of **$158,083,667**, paid through the issuance of shares and warrants[71](index=71&type=chunk)[100](index=100&type=chunk) Bitcoin Holdings Roll-forward | | Number of Bitcoin | Fair Value | | :--- | :--- | :--- | | Balance on Dec 31, 2024 | 833 | $78,322,430 | | Digital asset purchase | 5,000 | $158,083,667 | | Fair value gain in Q1 2025 | - | $245,311,156 | | **Balance on Mar 31, 2025** | **5,833** | **$481,717,253** | - The company early adopted ASU 2023-08 in fiscal year 2024, measuring its crypto assets at fair value with unrealized gains and losses recognized in net income[45](index=45&type=chunk)[46](index=46&type=chunk) - In July 2024, the company dissolved its subsidiary in the PRC, WeTrade Technology (Shanghai) Co., Ltd., which is classified as a discontinued operation[112](index=112&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the dual strategy of software development and bitcoin acquisition, noting Q1 2025's $193.4 million net income from digital asset gains, increased G&A expenses, and limited liquidity relying on external funding - The company's business strategy involves both AI-enabled software development services and acquiring and holding bitcoin with liquid assets exceeding working capital needs[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) Q1 2025 vs Q1 2024 Operational Results (in USD) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenue | $0 | $0 | | Other Income | $245,311,156 | $24,019,399 | | General & Admin Expenses | ($449,858) | ($330,145) | | Net Income | $193,440,425 | $19,546,495 | - The increase in Net Income is mainly due to gains from digital assets[124](index=124&type=chunk) - The increase in General and administrative expenses was primarily driven by higher litigation-related legal fees[126](index=126&type=chunk) - As of March 31, 2025, cash on hand was **$668,387**[127](index=127&type=chunk) - Operating cash flow was nil, with daily operational expenses covered by funds borrowed from former executives and third parties[128](index=128&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a "smaller reporting company," the company is exempt from providing quantitative and qualitative market risk disclosures - As a "smaller reporting company," the company is not required to provide the information for this item[133](index=133&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2025, due to material weaknesses including governance issues, lack of segregation of duties, and absence of an internal audit function - Management concluded that disclosure controls and procedures were not effective as of March 31, 2025[136](index=136&type=chunk) - Material weaknesses identified include: lack of a majority of outside directors, management dominated by two individuals, lack of segregation of duties, and lack of an internal audit function[136](index=136&type=chunk)[137](index=137&type=chunk) - No changes were made to internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[140](index=140&type=chunk) PART II – Other Information [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ongoing legal disputes with unauthorized individuals, including a dismissed lawsuit seeking control and a pending case regarding alleged loan guarantees - The company faced legal challenges from unauthorized persons (Mr. Zheng Dai, Mr. Pijun Liu) who attempted to assert control over the company[142](index=142&type=chunk) - A lawsuit in Wyoming Chancery Court seeking control of the company was dismissed with prejudice on April 8, 2024, in favor of the current board[144](index=144&type=chunk)[147](index=147&type=chunk) - A separate lawsuit was filed in New York regarding loan guarantees allegedly signed by the unauthorized individuals; the company has moved to dismiss this case, and the motion is pending[151](index=151&type=chunk)[152](index=152&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) As a "smaller reporting company," the company is not required to provide risk factor disclosures - As a "smaller reporting company," the company is not required to provide risk factor disclosures[153](index=153&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - None reported[154](index=154&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No senior securities were issued or outstanding during the nine months ended March 31, 2025, resulting in no defaults - No senior securities were issued and outstanding during the period[155](index=155&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business operations - Not applicable to the Company[156](index=156&type=chunk) [Item 5. Other information](index=27&type=section&id=Item%205.%20Other%20information) No other information was reported for the period - None[157](index=157&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) The report includes required certifications from the Principal Executive Officer and Principal Financial Officer, along with XBRL-formatted financial statements - Exhibits filed include CEO and CFO certifications pursuant to Sarbanes-Oxley Sections 302 and 906, and XBRL data files[157](index=157&type=chunk)

Bitcoin Holdings and Strategy - As of December 31, 2024, the Company has accumulated Bitcoin holdings valued at $78,322,430, with a fair value gain of $53,332,430 since the original cost basis of $24,990,000[20]. - The Company purchased Bitcoin worth $24,990,000 during the year, resulting in a total of 833 Bitcoins held[20]. - The fair value of the Company's Bitcoin holdings increased by $10,147,576 from December 31, 2022, to December 31, 2023[20]. - The Company plans to continue its Bitcoin acquisition strategy using liquid assets exceeding working capital requirements and may issue debt or equity securities for additional purchases[17]. - The Company views its Bitcoin holdings as trading assets and has not set a specific target for the amount of Bitcoin to hold, indicating a flexible approach based on market conditions[18]. - The Company may periodically sell Bitcoin for corporate purposes, including treasury management and tax benefits[19]. - The company holds substantially all of its Bitcoin in custody accounts with institutional-grade custodians and views its Bitcoin holdings as held for trading[60]. - The total consideration for the acquisition of 5,000 Bitcoin was $158.08 million, with a market price of $0.34 per share at the transaction date[153]. - An Amended BTC Trading Contract allows the company to purchase up to 5,167 BTC at US$30,000 per BTC over a 12-month period, with an initial intent to acquire 5,000 BTC[197]. Regulatory Environment - The regulatory environment in Hong Kong currently does not impose significant restrictions on the Company's operations, but future changes in PRC laws could impact its business[21]. - The Company is not currently required to obtain regulatory approvals from PRC authorities for its operations in Hong Kong, but future changes in laws could necessitate compliance[31]. - The evolving regulatory landscape for digital assets poses risks, as governments worldwide are implementing varying degrees of regulation on Bitcoin and other digital assets[35]. - The company's business operations are not currently impacted by the PRC Crypto Restrictions, as it is not a PRC company and does not conduct any business activities within China[42]. - The People's Bank of China has issued multiple regulations since 2013, including prohibiting financial institutions from providing Bitcoin-related services and banning ICOs[43][44]. - The most recent regulatory measure from the PBoC on September 24, 2021, banned overseas cryptocurrency exchanges from providing services to residents in mainland China[45]. - The SEC has filed complaints against major digital asset platforms, including Binance and Coinbase, for operating without proper registration and engaging in unregistered securities activities[50]. - On November 21, 2023, Binance Holdings Ltd. agreed to pay $4.3 billion in penalties to resolve a multi-year investigation by U.S. regulatory agencies[50]. - The European Union's Markets in Crypto Assets Regulation (MiCA) became effective in June 2023, establishing a comprehensive regulatory framework for digital assets[50]. - The U.S. federal government is actively considering regulatory measures for digital assets, including the potential creation of a U.S. CBDC and amendments to existing laws[49]. - The SEC is evaluating the definition of "exchange" to encompass digital asset trading systems, which could significantly impact the digital asset trading landscape[49]. - The U.S. Treasury Department has issued advisories regarding the use of virtual currencies and has taken enforcement actions against several digital asset exchanges[41]. - The regulatory environment for cryptocurrency is rapidly evolving, with potential implications for the price of Bitcoin and the operations of companies involved in digital assets[49]. Financial Performance - For the fiscal year ended December 31, 2024, total revenue was $1.80 million, a decrease of 28% from $2.50 million in 2023[173]. - Gross profit for 2024 was $1.07 million, down from $1.43 million in 2023, reflecting a decline in service revenue[172]. - General and administrative expenses decreased significantly to $1.09 million in 2024 from $2.67 million in 2023, a reduction of approximately 59%[175]. - Other income surged to $43.19 million in 2024, compared to $4.39 million in 2023, primarily due to Bitcoin value appreciation[177]. - The company reported a net income from continuing operations of $21.54 million for 2024, a substantial increase from $3.02 million in 2023[172]. - An impairment of long-term investment of $13.40 million was recognized in 2024 following the acquisition of shares in an associate company[176]. - Total assets as of December 31, 2024, amounted to US$92.92 million, up from US$48.93 million in 2023, with digital assets increasing from US$35.14 million to US$78.32 million[182][183]. - The company reported total liabilities of US$11.29 million in 2024, compared to US$4.22 million in 2023, with deferred tax liabilities of US$8.24 million recorded in 2024[182][183]. - Cash and cash equivalents remained stable at US$668,387 for both 2024 and 2023, despite fluctuations in cash flows from operating activities[184]. - The company had net cash flows used in continued operating activities of US$0 in 2024, a recovery from US$12.70 million in 2023[185][186]. - Cash flows used in continued investing activities were nil in 2024, contrasting with US$37.12 million in 2023, which included the acquisition of 833 Bitcoin[188]. - The company generated US$13.05 million from financing activities in 2023, primarily from issuing shares and borrowing from former executives[189]. Corporate Governance and Legal Matters - The company currently has 6 full-time employees across various functions, including 2 in technology and 2 in the financial department[73]. - The company intends to retain all available funds and future earnings for business operations and expansion, with no anticipated dividends in the foreseeable future[54]. - The company has not declared any cash dividends during the last two fiscal years and does not anticipate doing so in the foreseeable future[146]. - The company has not distributed any dividends or assets among the holding company or subsidiaries as of the date of the annual report[53]. - The company has faced legal proceedings regarding unauthorized representation and control attempts, with a temporary restraining order granted against certain individuals[79]. - The Company remains under the control of its current board of directors, consisting of Lichen Dong (Chairman), Tian Yang, Mahesh Thapaliya, and Jianbo Sun[82]. - On April 8, 2024, the Chancery Court dismissed the plaintiffs' case with prejudice, allowing the Company to reserve its right to seek fees[82]. - The Company faced a new lawsuit on September 6, 2024, in the Wyoming State District Court, seeking inspection of certain corporate records[83]. - As of the reporting date, the Company's motion to dismiss a case in the New York County Supreme Court remains pending[86]. - The Company opposed a motion for a preliminary injunction regarding future share issuances, asserting it was without merit[84]. - A derivative lawsuit was filed against the company by purported shareholders seeking control, which was dismissed without prejudice[131]. - A temporary restraining order was granted to prevent unauthorized individuals from claiming to act on behalf of the company[133]. - The company demonstrated that claims made by unauthorized individuals were based on forged signatures, leading to the withdrawal of opposition to its request for an injunction[133]. Taxation and Compliance - The Enterprise Income Tax Law mandates a 25% tax rate for resident enterprises on income obtained in and outside the PRC[104]. - The VAT rate is set at 17% for taxpayers selling goods, with reduced rates for specific services and goods[106]. - The applicable VAT rate for the company is currently 6%, and the income tax rate is 25%[107]. - The company is eligible for tax refunds under certain favorable government policies starting from 2021[107]. - The withholding tax on dividends for non-PRC resident investors is generally 10%, but can be reduced to 5% under specific conditions[110]. - The company has not applied for a Hong Kong tax resident certificate, which may affect its ability to enjoy the reduced withholding tax rate[111]. - The company has complied with local regulations regarding social security and employee insurance, including basic pension and medical insurance[113]. Management and Operations - Weihong Liu, the CEO, has over 10 years of experience in crypto assets and blockchain technology, focusing on strategic investment opportunities[214]. - Nan Ding, the COO, has over 24 years of operational management experience in cross-border investment and international trade[215]. - The principal executive office is located in Shenzhen, with a lease term from January 1, 2023, to December 31, 2025[128]. - Management identified material weaknesses in internal controls over financial reporting, including a lack of US GAAP expertise and segregation of duties[206]. - No changes in internal control over financial reporting that materially affected the company during the most recently completed fiscal quarter[209].

Financial Performance - Net profit from continuing operations for the nine months ended September 30, 2024, was $1,372,076, a recovery from a loss of $13,412,061 in the same period last year[13]. - Earnings per share from continuing operations improved to $0.20, compared to a loss of $9.47 in the previous year[13]. - The company reported a gross profit of $1,229,136 for the nine months ended September 30, 2024, compared to a gross loss in the previous period[13]. - The company recorded other income of $2,303,789, contrasting with a significant loss of $14,406,397 in the previous year[13]. - Net profit for the nine months ended September 30, 2024, was $13,991,362, compared to a net loss of $13,714,836 for the same period in 2023[3]. - For the three months ended September 30, 2024, the company reported a net profit of $1,372,076 compared to a net loss of $(13,412,061) for the same period in 2023[56]. - The net loss for the three-month period ended September 30, 2024 was $1,372,076, compared to a net loss of $13,412,061 in the same period of 2023, mainly due to losses from digital assets[116]. Assets and Liabilities - Total assets increased to $79,433,755 as of December 31, 2023, up from $48,931,463[9]. - Digital assets rose significantly to $53,037,144, compared to $35,137,576 in the previous period[9]. - Current liabilities decreased to $2,691,503 from $4,223,087, indicating improved financial health[9]. - Total stockholders' equity increased to $74,076,174, up from $44,708,376 as of December 31, 2023[9]. - Retained earnings improved to $2,357,384 from an accumulated deficit of $11,640,274, indicating a turnaround in profitability[9]. - Cash and cash equivalents at the end of the period were $668,387, compared to $1,416,324 at the end of the same period in 2023[3]. - As of September 30, 2024, accounts receivable were $0, down from $1,000,000 as of December 31, 2023[70]. - The company has prepayments for digital assets totaling $12,125,500 as of September 30, 2024, unchanged from December 31, 2023[73]. Digital Assets - The fair value gain from digital assets for the nine months ended September 30, 2024, was $17,899,568, while the gain for the same period in 2023 was $3,059,342[3]. - The company held approximately 833 bitcoins as of September 30, 2024, with a carrying value of approximately $53,037,144, up from $35,137,576 at the end of 2023[33]. - The company's digital assets holdings increased to $53,037,144 as of September 30, 2024, up from $35,137,576 at the end of 2023, with a fair value gain of $17,899,568 recognized during the nine months ended September 30, 2024[60]. - The Company purchased 833 BTC and made a prepayment of approximately $12,125,500, representing 40% of the total purchase price for an additional 1,000 BTC[76]. Stock and Shareholder Information - The number of common shares outstanding increased to 6,976,410 from 2,625,130, reflecting new stock issuance[16]. - The weighted-average common shares outstanding increased to 6,976,410 for the three months ended September 30, 2024, from 1,416,813 in the same period of 2023[56]. - The total issued and outstanding common stock increased to 6,976,410 shares as of September 30, 2024[97]. - The issuance of shares related to the Amended BTC Contract will dilute existing stockholders' ownership to approximately 4.91% after the issuance of 135,171,078 shares[66]. - The Company issued 3,940,000 shares for $13,396,000 to acquire 20% of an associate company in April 2024[80]. Revenue and Expenses - Total revenue for the nine-month period ended September 30, 2024 was $nil, a decrease from $1,500,000 in the same period of 2023, primarily due to a decline in AI SAAS revenue[108]. - General and administrative expenses increased to $1,242,128 for the nine-month period ended September 30, 2024, compared to $537,576 in 2023, mainly due to higher BTC consulting and legal fees[108]. - For the three-month period ended September 30, 2024, total revenue was $nil, down from $1,500,000 in 2023, attributed to a decrease in AI SAAS system revenue[114]. - General and administrative expenses for the three-month period increased to $566,983 from $234,800 in 2023, reflecting higher consulting and legal fees[114]. Strategic Initiatives - The company expects to continue providing AI-enabled software development services, focusing on various SaaS solutions for businesses[22]. - The company has not set a specific target for the amount of bitcoin it seeks to hold, indicating a flexible acquisition strategy based on market conditions[24]. - The Company continues to pursue a strategy of acquiring bitcoin with liquid assets exceeding working capital requirements[103]. - The Company decided to halt the 1,000 BTC Purchase and renegotiate terms to acquire 5,167 BTC, the maximum allowed under the BTC Contract[78]. Contracts and Agreements - The company entered into an Amended BTC Trading Contract allowing the purchase of up to 5,167 BTC at a price of $30,000 per BTC over a 12-month period[61]. - The Company entered into a Bitcoin Option Contract to purchase up to 20,000 BTC at a fixed price of $60,000 per BTC over a three-year period, with payment options in cash or common stock[145]. - The Company has not made any advance payment or exercised its option to purchase any BTC under the BTC Option Contract[146]. - The Company does not intend to exercise its option to purchase any BTC under the BTC Option Contract[146]. Financial Reporting - The financial statements for the fiscal quarter ended September 30, 2024, are included in the quarterly report on Form 10-Q[149]. - The report includes the Balance Sheet, Statement of Income, Statement of Cash Flows, and Notes to the Financial Statements[149]. - Certifications of the Principal Executive Officer and Principal Financial Officer have been filed pursuant to the Sarbanes-Oxley Act of 2002[149]. - The report was signed by the Chief Executive Officer and Chief Financial Officer on November 15, 2024[151].

Financial Performance - Net loss from continuing operations for the three months ended June 30, 2024, was $(6,916,679), compared to a loss of $(166,294) for the same period in 2023[13]. - The company reported a net profit of $12,629,816 for the six months ended June 30, 2024, compared to a net loss of $(2,156,345) for the same period in 2023[13]. - The total comprehensive loss for the three months ended June 30, 2024, was $(6,916,679), compared to a loss of $(942,869) for the same period in 2023[13]. - Net profit for the six months ended June 30, 2024, was $12,629,816, compared to a loss of $302,775 for the same period in 2023[19]. - For the period ended June 30, 2024, the company reported a net profit of $12,629,816 compared to a net loss of $302,775 for the same period in 2023, indicating a significant turnaround in performance[52]. - For the three-month period ended June 30, 2024, the company reported a net profit of $6,916,679, compared to a net loss of $166,294 for the same period in 2023[94]. Assets and Equity - Total current assets increased to $64,657,906 as of June 30, 2024, compared to $49,064,580 at December 31, 2023, representing a 31.8% growth[9]. - Total assets reached $78,053,906, up from $49,064,580, indicating a 59.1% increase[9]. - Stockholders' equity rose to $72,119,795 from $44,714,084, reflecting a 61.5% increase[9]. - Additional paid-in capital increased to $71,124,650 as of June 30, 2024, from $56,348,650 at December 31, 2023, a growth of 26.2%[9]. - The company holds approximately 833 bitcoins, with a carrying value of $50,733,354 as of June 30, 2024[31][32]. - The company's digital assets holdings increased to $50,733,354 as of June 30, 2024, up from $35,137,576 at the end of 2023, with a gain of $15,595,778 recognized in the first half of 2024[60]. Cash Flow and Liquidity - Cash and cash equivalents at the end of the period were $668,387, significantly up from $3,250 at the end of June 30, 2023[19]. - The company reported a net cash flow used in operating activities of $(529) for the six months ended June 30, 2024, an improvement from $(648,252) in the same period of 2023[19]. - Cash flow used in operating activities was $529 for the period ended June 30, 2024, a significant decrease from $648,252 in the prior period[94]. - Cash provided by financing activities was $634 for the period ended June 30, 2024, down from $318,000 in the previous period[95]. - As of June 30, 2024, the company had cash on hand of $668,387, with no change in cash held during the period[94]. Digital Assets and Strategy - The company reported a gain from digital assets of $15,595,778 during the six months ended June 30, 2024, with total digital asset holdings valued at approximately $50.7 million[25][32]. - The company plans to continue its strategy of acquiring bitcoin with liquid assets exceeding working capital requirements[22]. - The digital asset impairment losses recognized during the period were not specified, but the company has a strategy to monitor market conditions for potential additional purchases[23][30]. - The company continues to pursue a strategy of acquiring bitcoin with excess liquid assets and plans to monitor market conditions for future acquisitions[85]. - The company has made a prepayment of approximately $12,125,500 for the acquisition of 1,000 BTC, expected to be delivered by September 2024[63]. Shareholder Information - The company issued 4,351,280 common shares during the three months ended June 30, 2024[14]. - The weighted-average shares outstanding for basic and diluted earnings per share was 3,590,757 for the three months ended June 30, 2024[13]. - The weighted-average common shares outstanding increased to 3,590,757 for the period ended June 30, 2024, up from 1,054,530 in the prior year[52]. - Basic and diluted net profit per share was $3.52 for the period ended June 30, 2024, compared to a loss of $0.29 per share in the same period last year[52]. - The company conducted a reverse stock split of 1 for 185, reducing the total issued and outstanding shares from 195,057,503 to 1,054,364 shares[119]. - The company issued 4,351,280 shares in April 2024, raising a total of $14,776,000 for the acquisition of a 20% stake in an associate company and loan conversion to equity[120]. Regulatory Compliance and Reporting - The company has filed certifications from both the Chief Executive Officer and Chief Financial Officer in compliance with the Sarbanes-Oxley Act[31.1][32.2]. - The financial statements include the Balance Sheet, Statement of Income, and Statement of Cash Flows, which are crucial for assessing the company's financial health[101]. - The report is formatted in XBRL, enhancing the accessibility and usability of the financial data for investors and analysts[101]. - The company is committed to transparency and regulatory compliance as evidenced by the certifications filed[31.2][32.1]. - The report was signed by the Chief Executive Officer Wei Hong Liu and Chief Financial Officer Ken Tsang, indicating leadership accountability[122]. - The report emphasizes the importance of accurate financial reporting and adherence to regulatory standards[31.1][31.2].