Group 1 - The company Next Technology Holding Inc. has completed a registered direct offering of $9 million, selling a total of 60,000,000 shares at a purchase price of $0.15 per share [1][2] - The offering was conducted under a shelf registration statement that became effective on September 16, 2022, with the SEC [2] - Univest Securities, LLC acted as the sole placement agent for this offering [2] Group 2 - Univest Securities has been registered with FINRA since 1994, providing a range of financial services including brokerage, investment banking, and wealth management [3] - Since 2019, Univest Securities has successfully raised over $1.3 billion for global issuers and completed approximately 100 transactions across various investment banking services [3]

Core Insights - Univest Securities, LLC announced the closing of a registered direct offering for Next Technology Holding Inc., raising approximately $9 million by selling 60 million shares at a price of $0.15 per share [1][2]. Company Overview - Next Technology Holding Inc. is a technology company focused on a dual-engine strategy of "AI plus digital assets," providing AI-enabled SaaS solutions to industrial clients primarily in the Asia-Pacific region [6]. - The company believes in the long-term appreciation of Bitcoin due to its finite supply and potential as a hedge against inflation [6]. Offering Details - The offering was conducted under a shelf registration statement previously filed with the SEC, which was declared effective on September 16, 2022 [3]. - The offering included pre-funded warrants with an exercise price of $0.001 per share, allowing for flexibility in the investment structure [1].

Core Viewpoint - Next Technology Holding Inc. has entered into a definitive agreement for a registered direct offering of 60 million shares at a price of $0.15 per share, aiming to raise approximately $9 million in gross proceeds [1][2]. Group 1: Offering Details - The offering consists of 60,000,000 shares or pre-funded warrants at a purchase price of $0.15 per share, with the exercise price for the warrants set at $0.001 per share [1]. - The transaction is expected to close on or about September 3, 2025, pending customary closing conditions [2]. - The offering is made under a shelf registration statement previously filed and declared effective by the SEC [3]. Group 2: Company Overview - Next Technology Holding Inc. was incorporated in Wyoming on March 28, 2019, and operates on a dual-engine strategy of "AI plus digital assets" [5]. - The company provides AI-enabled SaaS software design, development, and implementation services to industrial clients, primarily in the Asia-Pacific region [5]. - The company views Bitcoin's finite supply as a potential hedge against inflation and believes it positions the asset for long-term appreciation as global adoption increases [5].

Group 1 - U.S. stocks experienced mixed performance, with the Dow Jones index declining over 200 points on Monday [1] - Keurig Dr Pepper Inc. shares fell sharply by 7.8% to $32.38 following the announcement of its acquisition of JDE Peet's [1] - Valneva SE shares dropped 21% to $9.19 after the FDA suspended the license for IXCHIQ [3] Group 2 - DeFi Development Corp. saw its shares dip 18% to $16.51 after announcing a $125 million offering of 4.2 million shares at $12.50 per share [3] - Venu Holding Corporation's shares fell 13.3% to $15.56 after announcing an offering of 1.7 million shares [3] - Axogen, Inc. shares declined 10.2% to $14.60 due to an FDA Major Amendment designation delaying the Avance Nerve Graft decision to December 5, 2025 [3]

[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)