Next Technology Holding Inc. 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended:March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ NEXT TECHNOLOGY HOLDING INC.(Exact name of registrant as specified in its charter) Wyoming84-4948289(State or other jurisdiction ofincorporation or organization)(I.R.S. Tax. I.D. No.) 1376-7 OBA, KASUKABE CITY, SAITAMA PREFECTUREGRANDAGE 3, TAKEBASHI 408JAPAN 344-0021(Address of Principal Executive Offices)+81-7094081304(Registrant’s Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller Reporting Company☐Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of April 29, 2026, there were 76,264,374 shares of common stock outstanding. TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking StatementsiiPART I – Financial Information1Item 1.Financial Statements1Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and Audited Consolidated BalanceSheets as of December 31, 20251Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and20252Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months EndedMarch 31, 2026 and 20253Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2026 and20254Notes to Unaudited Condensed Consolidated Financial Statements as of March 31, 20265Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 3.Quantitative and Qualitative Disclosures about Market Risk37Item 4.Controls and Procedures38PART II – Other Information39Item 1.Legal Proceedings39Item 1A.Risk Factors41Item 2.Unregistered Sales of Equity Securities and Use of Proceeds72Item 3.Defaults Upon Senior Securities72Item 4.Mine Safety Disclosures72Item 5.Other information72Item 6.Exhibits73Signatures74i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-lookingstatements are generally located in the material set forth under the heading “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” but may be found in other locations as well. These forward-looking statements are subject torisks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different fromthe results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on thesestatements. We identify forward-looking statements by use of terms such as “may,” “will,” “expect,” “anticipate,” “estimate,” “hope,” “plan,”“believe,” “predict,” “envision,” “intend,” “will,” “continue,” “potential,” “should,” “confident,” “could” and similar words andexpressions, although some forward-looking statements may be expressed differently. You should be aware that our actual resultscould differ materially from those contained in the forward-looking statements. Forward-looking statements are based on information available at the time the statements are made and involve known and unknownrisks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materiallydifferent fr