Next Technology (NASDAQ: NXTT) closes $157M stock and pre-funded warrant deal

Rhea-AI Filing Summary

Next Technology Holding Inc. has closed a previously announced registered direct offering that raised approximately $157 million in gross proceeds. The company sold 71,381,818 shares of common stock at $1.10 per share and issued pre-funded warrants to purchase up to 71,381,818 shares of common stock at $1.099 per warrant. The transaction, made under an effective shelf registration statement on Form S-3, closed on March 26, 2026. Next Technology Holding describes itself as a technology company focused on a dual-engine strategy of AI-enabled SaaS solutions and digital asset holdings, including Bitcoin.

Positive

• Raised approximately $157 million in gross proceeds through a registered direct offering of common stock and pre-funded warrants, providing substantial new primary capital to the company.

Negative

• Significant potential equity dilution from issuing 71,381,818 new shares plus pre-funded warrants to purchase up to 71,381,818 additional shares, which could materially expand the share base if fully exercised.

Insights

Capital markets and dilution analyst

Next Technology raises $157M via large stock and warrant sale.

Next Technology Holding Inc. completed a registered direct offering generating gross proceeds of approximately $157 million. The structure combines newly issued common stock with an equal number of pre-funded warrants, all priced just above $1.09 per share or warrant.

This is a primary capital raise under an effective Form S-3 shelf registration, meaning cash goes to the company rather than existing shareholders. Pre-funded warrants function economically similar to stock, with most of the purchase price paid upfront and a minimal remaining exercise price.

The scale of 71,381,818 shares plus pre-funded warrants to purchase up to 71,381,818 additional shares represents a sizeable potential increase in the equity base. Actual impact on existing holders depends on future warrant exercises and overall share count, which are not detailed in this excerpt.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): March 26, 2026

NEXT TECHNOLOGY HOLDING INC.

(Exact name of Registrant as specified in its charter)

Wyoming		001-41450		84-4948289
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

NEXT TECHNOLOGY HOLDING INC.

1376-7 OBA, KASUKABE CITY, SAITAMA PREFECTURE GRANDAGE 3, TAKEBASHI 408

JAPAN 344-0021

+81-7094081304

(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 obligations of the registrant under any of the following provisions:

☐	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-14c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, no par value per share		NXTT		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-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. ☐

Item 7.01 Regulation FD Disclosure.

Next Technology Holding Inc. (the “Company”) issued a press release announcing the closing of its previously announced registered direct offering, entitled “Next Technology Holding Inc. Announces Closing of $157 Million Registered Direct Offering.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

1

Item 9.01 Financial Statements and Exhibits.

Exhibit Index

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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, thereunto duly authorized.

	Next Technology Holding Inc.
	By:	/s/ Wei Hong Liu
	Name:	Wei hong LIU
	Title:	Chief Executive Officer

Date: March 27, 2026

3

Exhibit 99.1

Next Technology Holding Inc. Announces Closing of $157 Million Registered Direct Offering

CHEYENNE, WY, March 27, 2026 (GLOBE NEWSWIRE) -- Next Technology Holding Inc. (NASDAQ: NXTT) (the “Company”), today announced the closing of its previously announced registered direct offering (the “Offering”) of: (i) 71,381,818 shares of common stock of the Company, no par value per share, at a purchase price of $1.10 per share; and (ii) pre-funded warrants to purchase up to 71,381,818 shares of common stock (the “Pre-Funded Warrants”) at a purchase price of $1.099 per Pre-Funded Warrant.

The aggregate gross proceeds to the Company of the Offering were approximately $157 million. The transaction closed on March 26, 2026.

The registered direct offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-290266) previously filed by the Company and became effective on November 20, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering were filed with the SEC on March 25, 2026 and are available on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained by contacting the Company at ir@nxtttech.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Next Technology Holding Inc.

Incorporated in Wyoming on March 28, 2019, Next Technology Holding Inc. is a technology company built on a dual-engine strategy of “AI plus digital assets.” The Company delivers AI-enabled SaaS software design, development and implementation to industrial clients across the Asia-Pacific region and beyond. The Company’s digital asset holdings, including Bitcoin, may also be pledged for financing, partially liquidated for cash, or leveraged to generate additional income streams. The Company believes Bitcoin’s finite supply positions it for long-term appreciation as global adoption grows and as a potential hedge against inflation.

For more information, please visit http://www.nxtttech.com/

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the U.S. Securities and Exchange Commission.

For investor inquiries, please contact:

ir@nxtttech.com

For general inquiries, please contact:

contact@nxtttech.com

FAQ

What transaction did Next Technology Holding Inc. (NXTT) announce in its latest 8-K?

Next Technology Holding Inc. announced the closing of a registered direct offering raising about $157 million in gross proceeds. The deal combined newly issued common shares with pre-funded warrants, all sold under an effective shelf registration statement on Form S-3.

How much capital did NXTT raise in the March 2026 registered direct offering?

The company raised approximately $157 million in gross proceeds from the offering. This capital came from selling common stock and pre-funded warrants, both priced slightly above $1.09 per share or warrant to participating investors.

How many NXTT shares were sold in the registered direct offering?

Next Technology sold 71,381,818 shares of common stock in the offering. In addition, it issued pre-funded warrants to purchase up to another 71,381,818 shares of common stock, creating significant potential future share issuance.

What were the prices of NXTT common shares and pre-funded warrants in the deal?

Common shares were sold at $1.10 per share, while pre-funded warrants were priced at $1.099 each. This structure collects nearly the full economic value upfront, leaving only a small remaining amount to be paid upon warrant exercise.

Under what registration did Next Technology conduct this $157 million offering?

The offering was conducted under a shelf registration statement on Form S-3, file number 333-290266, which became effective on November 20, 2025. A final prospectus supplement and accompanying prospectus described the specific terms.

What does Next Technology Holding Inc. say about its business strategy in this disclosure?

The company describes a dual-engine strategy of “AI plus digital assets.” It provides AI-enabled SaaS design, development, and implementation, and holds digital assets, including Bitcoin, which it may pledge, partially liquidate, or leverage for additional income streams.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 PRESS RELEASE 6.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB