UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No.2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 20, 2024
Next Technology Holding Inc. (formerly known as “WeTrade Group Inc.”) |
| (Exact name of Company as specified in charter) |
| Wyoming | | 001-41450 | | N/A |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
Room 519, 05/F Block T3
Qianhai Premier Finance Centre Unit 2
Guiwan Area, Nanshan District, Shenzhen, China 518000
+852-5338 4226
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Wyoming Registered Agent
1621 Central Ave Cheyenne, Wyoming 82001
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment No.2”) amends the Current Report on Form 8-K originally filed on December 12, 2024, and subsequently amended on January 2, 2025, by Next Technology Holding Inc. (formerly known as WeTrade Group Inc.) (the “Company”) with the Securities and Exchange Commission. This Amendment No.2 is being filed to primarily revise the date on which the board of directors of the Company concluded that the June 30, 2024 financial statements could no longer be relied upon.
Item 4.02 Non-reliance on previously issued financial statements
On September 20, 2024, the audit committee of Next Technology Holding Inc (formerly known as WeTrade Group Inc.) (the “Company”), after discussion with the management of the Company, and in consultation with the Company’s independent registered public accounting firm, concluded that the financial statements included in the Form 10-Q for the quarter ended June 30, 2024 filed on August 21, 2024 should no longer be relied upon. Accordingly, the Company filed a revised Form 10-Q/A for the quarter ended June 30, 2024 on the same day (the “Amendment No.1”).
The Amendment No.1 was filed to reflect: (i) $10,530 in tax expenses, deferred tax liabilities and accumulated retained profit due to under-provision for tax expenses and deferred tax liabilities; (ii) adjustment of $594,140 in amount due to related parties due to over-provision for related parties loan that affected the financial statement as follow:
The amount adjusted in Amended Statement of Operation for the six months ended June 30, 2024 (filed on September 20, 2024):
| Nature of Error | | Item: | | Amount | | | June 30,
2024
(Amendment No.1
Filed on
September 20,
2024) | | | June 30,
2024
(Original
filed on
August 22,
2024) | |
| Under-provision of tax expenses in original 10Q | | Income tax expenses | | | 10,530 | | | | 2,301,348 | | | | 2,290,818 | |
The amount adjusted in Amended Balance Sheet as of June 30, 2024 (filed on September 20, 2024):
| Nature of Error | | Item: | | Amount | | | June 30,
2024
(Amendment No.1
Filed on
September 20,
2024) | | | June 30,
2024
(Original
filed on
August 22,
2024) | |
| Adjustment of loan conversion to equity from amount due to related parties to common stock | | Amount due to related parties | | | (594,140 | ) | | | 1,181,592 | | | | 1,775,732 | |
| Adjustment of loan conversion to equity from amount due to related parties to common stock | | Common Stock | | | 594,140 | | | | 71,718,790 | | | | 71,124,650 | |
| Under-provision of deferred tax liabilities and tax expenses | | Deferred tax liabilities | | | 10,530 | | | | 2,301,348 | | | | 2,290,818 | |
| Under-provision of tax expenses in original 10Q | | Accumulated profit | | | (10,530 | ) | | | 984,728 | | | | 995,258 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | NEXT TECHNOLOGY HOLDING INC. |
| | |
| Date: January 17, 2025 | By: | /s/ Wei Hong Liu |
| | Name: | Wei Hong Liu |
| | Title: | Chief Executive Officer |
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