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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2026

 

Commission File Number: 001-41568

 

Erayak Power Solution Group Inc.

 

No. 528, 4th Avenue

Binhai Industrial Park

Wenzhou, Zhejiang Province

People’s Republic of China 325025

+86-577-86829999

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

 

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. 

 

  Erayak Power Solution Group Inc
     
Date: October 14, 2026 By: /s/ Lingyi Kong
  Name:  Lingyi Kong
  Title: Chief Executive Officer

 

1

 

 

Exhibit Index

 

Exhibit No.   Description
99.1   Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2026 and 2025
99.2   Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended June 30, June 30, 2026 and 2025
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

2

 

EX-99.1 2 erayakex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this report on Form 6-K and with the discussion and analysis of our financial condition and results of operations contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.

 

Results of Operations

 

For the Six Months Ended June 30, 2026 and 2025

  

The following table summarizes the results of our operations for the six months ended June 30, 2026 and 2025, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

 

(All amounts, other than percentages, are in U.S. dollars)

 

    For the Six Months Ended
June 30,
    Variance  
    2026     2025     Amount     Percentage  
Sales   $ 12,170,000     $ 8,744,869     $ 3,425,131       39.17 %
Cost of sales     (10,267,645 )     (7,007,751 )     (3,259,894 )     46.52 %
Gross profit     1,902,355       1,737,118       165,237       9.51 %
                                 
Operating expenses:                                
General and administrative expenses     (1,564,543 )     (1,262,833 )     (301,710 )     23.89 %
Selling and marketing expenses     (445,872 )     (329,644 )     (116,228 )     35.26 %
Research and development costs     (869,957 )     (781,775 )     (88,182 )     11.28 %
Total operating expenses     (2,880,372 )     (2,374,252 )     (506,120 )     21.32 %
                                 
Operating loss   $ (978,017 )   $ (637,134 )   $ (340,883 )     53.50 %
                                 
Other income (expenses):                                
Rental income, net     86,898       77,775       9,123       11.73 %
Interest income (expenses), net     45,318       (136,575 )     181,892       - %
Other income, net     52,653       173,072       (120,419 )     -69.58 %
Total other income, net     184,869       114,272       70,597       61.78 %
                                 
Loss before income taxes   $ (793,148 )   $ (522,862 )   $ (270,286 )     51.69 %
Income tax refund     31,927       6,207       25,720       414.37 %
                                 
Net loss   $ (761,221 )   $ (516,655 )   $ (244,566 )     47.34 %

  

Revenues

 

Revenues increased by $3,425,131, or 39.17%, from $8,744,869 for the six months ended June 30, 2025, to $12,170,000 for the six months ended June 30, 2026. The revenue growth was primarily driven by an increase of $1,909,601 (or 63.80%) in sales of gasoline generators and an increase of $1,759,222 (or 35.43%) in sales of inverters. These increases were primarily attributable to higher sales volume supported by improving market conditions, rising downstream demand, and an expanded customer base.

 

Cost of sales

 

Our cost of sales increased by $3,259,894, or 46.52%, from $7,007,751 for the six months ended June 30, 2025, to $10,267,645 for the six months ended June 30, 2026. The increase in cost of sales was generally in line with our revenue growth. In addition, the revenue increase during the period was predominantly concentrated in our generator product lines. Generator products inherently carry a higher proportion of direct raw material and component costs, which resulted in a higher relative cost of sales structure.

  

 

 

 

Gross profit and gross margin

 

Our gross profit increased by $165,237, or 9.51%, from $1,737,118 for the six months ended June 30, 2025, to $1,902,355 for the six months ended June 30, 2026. However, our gross profit margin decreased by 4.23 percentage points, from 19.86% for the six months ended June 30, 2025, to 15.63% for the six months ended June 30, 2026.

 

The compression in gross margin was primarily attributable to a shift in product sales mix and our commercial pricing strategy. To drive top-line expansion and capture market share in an improving market environment, the Company implemented a volume-driven pricing strategy (“high-volume, low-margin”). Coupled with an increased proportion of gasoline generator sales – which rose from 34.23% to 40.29% of total revenue and carry lower intrinsic gross margins due to higher material costs – cost of sales grew at a faster pace (46.52%) than sales revenue (39.17%), thereby moderating overall gross margin.

  

General and Administrative Expenses

 

General and administrative expenses increased by $301,710, or 23.89%, from $1,262,833 for the six months ended June 30, 2025, to $1,564,543 for the six months ended June 30, 2026. The increase was primarily driven by a $103,468 rise in sales tax related to operational and compliance adjustments, a $96,961 increase in employee compensation and benefits resulting from statutory base adjustments for salaries, social security, and housing provident funds, as well as higher office and miscellaneous expenses ($55,698) and consulting fees ($48,007) to support business growth. These increases were partially offset by a $74,470 reduction in rent and utilities.

 

Selling expenses

 

Selling and marketing expenses increased by $116,228, or 35.26%, from $329,644 for the six months ended June 30, 2025, to $445,872 for the six months ended June 30, 2026. The increase was primarily attributable to a $90,585 surge in travel and promotional spending dedicated to advertising campaigns and website development for business expansion, a $52,507 increase in shipping and handling costs driven by higher product shipment volumes, and a $42,386 increase in inspection and certification fees for new client acquisition, partially offset by a $65,343 decrease in sales personnel compensation and benefits.

 

Interest income (expenses), net

 

Net interest income (expenses) improved by $181,892, shifting from net interest expense of $136,575 for the six months ended June 30, 2025, to net interest income of $45,318 for the six months ended June 30, 2026. The favorable variance was primarily attributable to higher interest earned as the Company utilized idle cash balances in its Hong Kong subsidiary to invest in short-term investments generating higher yields.

 

Other income, net

 

Total other income (expenses), net decreased by $120,419, or 69.58%, from $173,072 for the six months ended June 30, 2025, to $52,653 for the six months ended June 30, 2026. The decrease was primarily driven by a $76,755 unfavorable swing in foreign exchange, shifting from exchange gains of $30,641 to exchange losses of $46,114 due to foreign currency fluctuations, a $46,834 decrease in miscellaneous income, and a $38,355 decrease in government subsidies received. These reductions were partially offset by $44,609 recognized in sample reimbursement during the six months ended June 30, 2026.

  

Liquidity and Capital Resources

 

As of June 30, 2026 and December 31, 2025, we had cash, cash equivalents and restricted cash of $2,830,218 (including restricted cash of $337,426) and $436,788 (including restricted cash of $251,932), respectively. In addition, we had positive working capital of $23.93 million as of June 30, 2026. While our working capital primarily consists of trade receivables, inventories, and prepayments, we actively manage our cash flow through disciplined collections and inventory realization. Taking into account our cash flow projections, scheduled debt maturities, and anticipated capital expenditures, we believe that our current cash position, along with operating cash flows and existing banking facilities will be sufficient to meet our working capital needs and financial obligations for at least the next twelve months. We are not dependent on related party advances or additional equity offerings to meet our short-term liquidity needs.

 

Substantially all our operations are conducted in China and a majority portion of our revenues, expense, cash and cash equivalents are denominated in Renminbi (RMB). RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict its ability to convert RMB into U.S. Dollars.  

 

Under applicable PRC regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reaches 50% of its registered capital. These reserves are not distributable as cash dividends. The board of directors of a foreign-invested enterprise has the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation. Under PRC law, RMB is currently convertible into U.S. Dollars under a company’s “current account,” which includes dividends, trade and service-related foreign exchange transactions, without prior approval of the State Administration of Foreign Exchange (SAFE), but is not from a company’s “capital account,” which includes foreign direct investments and loans, without the prior approval of the SAFE.

 

With respect to retained earnings, our board of directors may declare dividends after taking into account our operations, earnings, financial condition, cash requirements and availability and other factors as it may deem relevant at such time. Any declaration and payment, as well as the amount, of dividends will be subject to our Sixth Amended and Restated Memorandum and Articles of Association and applicable Chinese and U.S. state and federal laws and regulations, including the approval from the shareholders of each subsidiary which intends to declare such dividends, if applicable.

 

We have limited financial obligations denominated in US dollars, thus the foreign currency restrictions and regulations in the PRC on the dividends distribution will not have a material impact on the liquidity, financial condition and results of operations of the Company.

 

2

 

 

Cash Flow Summary

 

    For the Six Months Ended 
June 30,
 
    2026     2025  
Net cash used in operating activities   $ (3,738,472 )   $ (782,378 )
Net cash used in investing activities     (7,324,950 )     (4,489,976 )
Net cash provided by financing activities     13,150,087       4,361,752  
Effect of exchange rate changes on cash     306,765       8,168  
Net increase (decrease) in cash   $ 2,393,430     $ (902,434 )

 

Operating Activities:

 

Net cash used in operating activities for the six months ended June 30, 2026 was approximately $3.74 million, which was primarily attributable to a net loss of approximately $0.76 million, adjusted for non-cash items of approximately $0.65 million and adjustments for changes in working capital of approximately $(3.62) million. The adjustments for changes in working capital mainly included an increase in related party accounts receivable of approximately $4.00 million and an increase in accounts receivable of approximately $0.98 million to support market expansion, an increase in inventories of approximately $1.08 million, and a decrease in advances from customers of approximately $0.45 million, partially offset by a decrease in advance to suppliers of approximately $0.73 million, a decrease in advance to related party suppliers of approximately $1.31 million, an increase in accounts payable of approximately $0.37 million, and an increase in related party accounts payable of approximately $0.51 million.

 

Net cash used in operating activities for the six months ended June 30, 2025 was approximately $0.78 million, which was primarily attributable to a net loss approximately $0.52 million, adjusted for non-cash items for approximately $0.61 million and adjustments for changes in working capital approximately $0.88 million. The adjustments for changes in working capital mainly included increase of accounts receivable of approximately $1.15 million, decrease in related party accounts receivable of approximately $1.32 million, decrease of advance to suppliers of approximately $0.48 million, decrease of accounts payable of approximately $2.86 million, and increase of advance from customers of approximately $0.65 million.

 

Investing Activities:

 

Net cash used in investing activities for the six months ended June 30, 2026 was approximately $7.32 million, which was primarily attributable to cash paid for the acquisition of property, plant, and equipment of approximately $9.99 million and short-term investments of approximately $1.36 million, partially offset by proceeds from the maturity of fixed deposits of approximately $4.04 million.

 

Net cash used in investing activities was approximately $4.49 million for the six months ended June 30, 2025. It was primarily attributable to the addition of fixed assets for production needs and acquisition of intangible assets during the period.

 

Financing Activities:

  

Net cash provided by financing activities for the six months ended June 30, 2026 was approximately $13.15 million, which mainly consisted of proceeds from share issuance of approximately $7.48 million, net proceeds from long-term bank loans of approximately $2.92 million, proceeds from notes payable of approximately $1.46 million, net proceeds from related party borrowings of approximately $0.86 million, and net proceeds from short-term borrowings of approximately $0.43 million.

 

Net cash provided by financing activities was approximately $4.36 million for the six months ended June 30, 2025. It was primarily attributable to net proceeds from short-term bank loans of approximately $3.38 million, net proceeds from long-term bank loans of approximately $2.48 million, offset by the repayment of related party loans of approximately $1.51 million.

  

Statement Regarding Unaudited Financial Information

 

The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company’s year-end financial statements, which could result in significant differences from this unaudited financial information.

 

3

 

Exhibit 99.2

 

ERAYAK POWER SOLUTION GROUP INC.

INTERIM CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2026 AND DECEMBER 31, 2025

(IN U.S. DOLLARS, EXCEPT SHARE DATA)

 

    June 30, 2026 (Unaudited)     December 31,
2025
 
ASSETS            
Current assets:            
Cash and cash equivalents   $ 2,492,792     $ 184,856  
Restricted cash     337,426       251,932  
Accounts receivable, net     14,565,942       13,582,352  
Accounts receivable, related parties     7,319,298       3,178,800  
Inventories     11,119,157       9,725,561  
Advances to suppliers     5,615,425       6,205,921  
Advances to suppliers, related parties     -       1,284,785  
Other receivables     128,002       153,832  
Other receivables, related parties     14,738       14,300  
Short-term investment     5,899,312       4,537,044  
Other current assets     -       4,244,137  
Total current assets     47,492,092       43,363,520  
Property, plant and equipment, net     17,053,487       7,102,555  
Intangible assets, net     2,731,751       2,678,447  
Right-of-use assets     5,957,532       6,032,330  
Deferred tax assets     80,425       78,033  
Deferred expenses     16,029       -  
Long-term investment     199,384       193,453  
TOTAL ASSETS   $ 73,530,700     $ 59,448,338  
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current liabilities:                
Short-term borrowings   $ 8,982,918     $ 8,293,890  
Notes payable     1,537,556       -  
Accounts payable     6,658,106       6,097,560  
Accounts payable, related parties     655,970       132,136  
Accrued expenses and other current liabilities     1,211,332       1,191,559  
Advances from customers     1,171,608       1,573,763  
Due to related parties     2,690,132       1,776,888  
Long-term loans – current portion     -       778,103  
Tax payable     654,076       929,213  
Total current liabilities:     23,561,698       20,773,112  
Non-current liabilities:                
Long-term loans     7,270,048       3,409,358  
TOTAL LIABILITIES     30,831,746       24,182,470  
                 
COMMITMENTS AND CONTINGENCIES                
                 
Shareholders’ Equity:                
Class A shares, 450,000,000 shares authorized; 1,026,101 shares issued and outstanding as of June 30, 2026, and 85,406 shares issued and outstanding as of December 31, 2025*     10       1  
Class B shares, 50,000,000 shares authorized; 49,091 shares issued and outstanding as of June 30, 2026, and 4,091 shares issued and outstanding as of December 31, 2025*     0       0  
Additional paid-in capital     35,337,857       27,857,132  
Statutory reserve     1,244,717       1,244,717  
Retained earnings     5,788,533       6,549,754  
Accumulated other comprehensive income (loss)     327,837       (385,736 )
Total Shareholders’ equity     42,698,954       35,265,868  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $ 73,530,700     $ 59,448,338  

  

* All share and per-share amounts, par values, and capital balances related to the Company’s ordinary shares presented in these consolidated financial statements have been retrospectively adjusted to reflect (i) the reduction in the par value of ordinary shares from US$0.22 to US$0.00001 per share and the associated transfer of paid-up capital to additional paid-in capital, and (ii) the 1-for-10 reverse stock split (share consolidation) effective April 20, 2026.

 

The accompanying notes are an integral part of these interim consolidated financial statements. 

 

 

 

 

ERAYAK POWER SOLUTION GROUP INC.

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(IN U.S. DOLLARS, EXCEPT SHARE DATA)

 

    Six months ended June 30,  
    2026     2025  
Sales   $ 12,170,000     $ 8,744,869  
Cost of sales     (10,267,645 )     (7,007,751 )
Gross profit     1,902,355       1,737,118  
                 
Operating expenses:                
General and administrative     (1,564,543 )     (1,262,833 )
Selling and marketing     (445,872 )     (329,644 )
Research and development     (869,957 )     (781,775 )
Total operating expenses     (2,880,372 )     (2,374,252 )
                 
Operating (loss) income     (978,017 )     (637,134 )
                 
Other income (expenses):                
Interest income (expenses), net     45,318       (136,575 )
Rental income, net     86,898       77,775  
Other income, net     52,653       173,072  
Total other income, net     184,869       114,272  
                 
Loss before income taxes     (793,148 )     (522,862 )
                 
Income tax refund (provision)     31,927       6,207  
                 
Net (loss) income   $ (761,221 )   $ (516,655 )
                 
Other comprehensive income:                
Foreign currency translation adjustment     713,573       329,552  
                 
Total comprehensive loss   $ (47,648 )   $ (187,103 )
Earnings per share attributable to common shareholders:                
Shares*     1,075,192       22,995  
(Loss) earnings per share*   $ (1.22 )   $ (22.47 )
Weighted average number of shares outstanding                
Basic and Diluted*     624,587       22,995  

 

* All share and per-share amounts, par values, and capital balances related to the Company’s ordinary shares presented in these consolidated financial statements have been retrospectively adjusted to reflect (i) the reduction in the par value of ordinary shares from US$0.22 to US$0.00001 per share and the associated transfer of paid-up capital to additional paid-in capital, and (ii) the 1-for-10 reverse stock split (share consolidation) effective April 20, 2026.

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

2

 

 

ERAYAK POWER SOLUTION GROUP INC.

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(IN U.S. DOLLARS, EXCEPT SHARE DATA)

 

For the six months ended June 30, 2026:

 

    Class A
shares*
    Ordinary
shares,
$0.00001 par
Amount*
    Class B
shares*
    Amount*     Additional
Paid-in
Capital
    Statutory
Reserve
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income (loss)
    Total
shareholders’
equity
 
Balance at December 31, 2025     85,406       1       4,091       0       27,857,132       1,244,717       6,549,754       (385,736 )     35,265,868  
                                                                         
Foreign currency translation adjustment                                                             713,573       713,573  
Share issuance     940,695       9                       7,341,675                               7,341,684  
Share issuance                     45,000       0       139,050                               139,050  
Net loss                                                     (761,221 )             (761,221 )
                                                                         
Balance at June 30, 2026     1,026,101       10       49,091       0       35,337,857       1,244,717       5,788,533       327,837       42,698,954  

 

For the six months ended June 30, 2025:

 

    Class A
shares*
    Ordinary
shares,
$0.00001 par
Amount*
    Class B
shares*
    Amount*     Additional
Paid-in
Capital
    Statutory
Reserve
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income (loss)
    Total
shareholders’
equity
 
Balance at December 31, 2024     22,540       0       455       0       18,646,323       1,123,204       8,061,204       (1,244,996 )     26,585,735  
                                                                         
Foreign currency translation adjustment                                                             329,552       329,552  
Net loss                                                     (516,655 )             (516,655 )
                                                                         
Balance at June 30, 2025     22,540       0       455       0       18,646,323       1,123,204       7,544,550       (915,444 )     26,398,633  

 

* All share and per-share amounts, par values, and capital balances related to the Company’s ordinary shares presented in these consolidated financial statements have been retrospectively adjusted to reflect (i) the reduction in the par value of ordinary shares from US$0.22 to US$0.00001 per share and the associated transfer of paid-up capital to additional paid-in capital, and (ii) the 1-for-10 reverse stock split (share consolidation) effective April 20, 2026.

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

3

 

 

ERAYAK POWER SOLUTION GROUP INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(UNAUDITED, IN U.S. DOLLARS)

 

    2026     2025  
Cash Flows from Operating Activities:            
Net (loss) income   $ (761,221 )   $ (516,655 )
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     329,330       267,456  
Right of use lease asset     256,796       342,255  
Deferred expenses     (15,848 )     -  
Loss on asset disposal     76,529       -  
Changes in operating assets and liabilities:                
Accounts receivable     (983,591 )     (1,148,814 )
Accounts receivable, related parties     (3,997,509 )     1,322,795  
Inventories     (1,083,116 )     93,457  
Advances to suppliers     730,851       481,028  
Advances to suppliers, related parties     1,309,255       -  
Other receivables     25,830       (34,954 )
Other current assets     332,199       -  
Accounts payable     369,414       (2,859,995 )
Accounts payable, related parties     513,928       -  
Accrued expenses and other current liabilities     (174,266 )     496,383  
Advances from customers     (445,326 )     654,081  
Notes payable     78,476       -  
Tax payable     (300,203 )     120,585  
Net cash provided by (used in) operating activities     (3,738,472 )     (782,378 )
                 
Cash Flows from Investing Activities:                
Acquisition of property, plant, and equipment     (9,994,813 )     (1,963,158 )
Acquisition of intangible assets     (6,129 )     (2,526,818 )
Fixed deposit     4,038,260       -  
Short-term investment     (1,362,268 )     -  
Net cash used in investing activities     (7,324,950 )     (4,489,976 )
                 
Cash Flows from Financing Activities:                
Proceeds from short-term borrowings     3,562,893       4,634,229  
Repayments on short-term borrowings     (3,133,015 )     (1,250,146 )
Proceeds from related parties     5,156,813       3,745,885  
Payments to related parties     (4,297,358 )     (5,251,091 )
Proceeds from share issuance     7,480,734       -  
Proceeds from notes payable     1,459,079       -  
Proceeds from long-term bank loans     3,953,136       3,220,914  
Repayments on long-term bank loans     (1,032,195 )     (738,039 )
Net cash provided by financing activities     13,150,087       4,361,752  
                 
Effect of exchange rate changes on cash     306,765       8,168  
                 
Net change in cash and cash equivalents     2,393,430       (902,434 )
Cash and cash equivalents at the beginning of period     436,788       1,324,809  
Cash and cash equivalents at the end of period     2,830,218       422,375  
                 
Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheet                
Cash and cash equivalents     2,492,792       177,098  
Restricted cash     337,426       245,277  
Cash, cash equivalents and restricted cash at end of period   $ 2,830,218       422,375  
Supplemental disclosures of cash flows information:                
Cash paid for income taxes   $ -     $ -  
Cash paid for interest   $ 239,501     $ 137,451  

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

4

 

 

ERAYAK POWER SOLUTION GROUP INC.

SELECTED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

 

Erayak Power Solution Group Inc. (“Erayak Group”)

 

Erayak Group was incorporated on June 14, 2019 under the laws of Cayman Islands. Under its memorandum of association, Erayak Group was authorized to issue 500,000,000 ordinary shares of par value of $0.00001 each, comprising of: (i) 450,000,000 Class A Ordinary Shares of par value of USD0.00001 each, and (ii) 50,000,000 Class B Ordinary Shares of par value of USD0.00001 each. There are currently 1,026,101 issued and outstanding Class A Ordinary Shares and 49,091 issued and outstanding Class B Ordinary Shares.

 

Erayak Group is a holding company and is currently not actively engaging in any business. Erayak Group’s registered agent is Harneys Fiduciary (Cayman) Limited, and its registered office is on the 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands.

 

Entity Name   Registered
Location
  Date of Incorporation   Ownership as of the
issuance date of the report
Erayak Power Solution Group Inc. (“Erayak Group”)   Cayman Islands   June 14, 2019   Parent
Erayak Power Solution Limited
(“Erayak BVI’)
  British Virgin Island   June 17, 2019   100% by the Parent
Erayak Power Solution Hong Kong Limited (“Erayak HK”)   Hong Kong   June 26, 2019   100% by Erayak BVI
Ruike Electronics (Wenzhou) Co., Ltd. (“Ruike”)   Wenzhou, China   December 5, 2023   100% by Erayak HK
Wenzhou Wenjie Technology Limited (“Wenjie”)   Wenzhou, China   December 11, 2019   100% by Erayak HK
Zhejiang Leiya Electronics Limited (“Leiya”)   Wenzhou, China   March 5, 2009   100% by Wenjie
Wenzhou New Focus Limited
(“New Focus”)
  Wenzhou, China   November 21, 2012   100% by Leiya

 

Erayak Power Solution Limited (“Erayak BVI”)

 

Erayak BVI was incorporated on June 17, 2019 under the laws of British Virgin Islands. Under its memorandum of association, Erayak BVI is authorized to issue 50,000 ordinary shares of a single class, par value $1 per ordinary share. There are currently 100 issued and outstanding ordinary shares, of which 100% are owned by Erayak Power Solution Group Inc. Erayak BVI is a holding company and is currently not actively engaging in any business. Erayak BVI’s registered agent is Harneys Corporate Services Limited, and its registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

 

Erayak Power Solution Hong Kong Limited (“Erayak HK”)

 

Erayak HK was incorporated on June 26, 2019 under the laws of Hong Kong and is a wholly owned subsidiary of Erayak Power Solution Limited. The paid in capital was $19,825,095 as of June 30, 2026. Erayak HK did not have any operations as of June 30, 2026.

  

Ruike Electronics (Wenzhou) Co., Ltd. (“Ruike”)

 

Ruike was incorporated on December 5, 2023 in People’s Republic of China (“China” or “PRC”), and is a wholly owned subsidiary of Erayak Power Solution Hong Kong Limited. Ruike is a wholly foreign owned enterprise organized under the laws of the PRC. The paid in capital was RMB 72,595,107.50 as of June 30, 2026.

 

Wenzhou Wenjie Technology Limited (“Wenjie”)

 

Wenjie was incorporated on December 11, 2019 in People’s Republic of China (“China” or “PRC”), and is a wholly owned subsidiary of Erayak Power Solution Hong Kong Limited. Wenjie is a wholly foreign owned enterprise organized under the laws of the PRC. The paid in capital was RMB 26,805,714.58 as of June 30, 2026. Wenjie did not have any operations as of June 30, 2026.

   

Zhejiang Leiya Electronics Limited (“Leiya”)

 

Leiya was incorporated on March 5, 2009 under the laws of the People’s Republic of China. The paid in capital was RMB 33,272,918.37 as of June 30, 2026.

 

The registered principal activities of Leiya are mainly development, production and sales of inverters, chargers and gasoline generators.  

 

5

 

 

Wenzhou New Focus Limited (“New Focus”)

 

New Focus was incorporated on November 21, 2012 in China, and is a wholly owned subsidiary of Leiya. The paid in capital was RMB 10,580,000 as of June 30, 2026.

 

The principal activity of New Focus is mainly the sale of Leiya’s products, which involves exports to multiple countries.

 

Reorganization

 

In or about April and August 2020, the Company completed corporate reorganization to roll several controlled entities (now referred to as the subsidiaries) into one legal corporation (the Company). Shengling Xiang transferred 10% equity of Leiya to Hecang Limited, a Hong Kong entity’s subsidiary, on January 14, 2020. On April 21, 2020, Wenjie acquired 90% equity of Leiya from Shengling Xiang, and 10% from Hecang Limited. As a result, Leiya’s equity interest is 100% held by Wenjie as of April 21, 2020. On August 12, 2020, Chuanlong Lin transferred 100% equity of New Focus to Leiya. Therefore, Leiya holds 100% of equity interest of New Focus as of August 12, 2020. Shengling Xiang, Hecang Limited, and Chuanlong Lin were holding shares on behalf of Lingyi Kong, and therefore, the Company is under the control of Lingyi Kong both before and after the transactions.

 

During the years presented in these consolidated financial statements, the control of the entities has never changed (always under the ultimate control of Lingyi Kong). Accordingly, the combination has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structure has been retroactively presented in prior periods as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods to which such entities were under common control. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

 

Reclassification

 

Certain prior-period amounts have been reclassified to conform to the current-period presentation. Specifically, for the period ended June 30, 2025, operating expenses were adjusted by $5,666 to reflect the reclassification of bank charges from non-operating expenses. These reclassifications had no impact on previously reported net income or total equity.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and have been consistently applied. The accompanying consolidated financial statements include the financial statements of the Company and its majority-owned and controlled subsidiaries. All significant inter-company transactions and balances have been eliminated upon consolidation.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Such estimates include, but are not limited to, allowances for doubtful accounts, inventory valuation, useful lives of property, plant and equipment, intangible assets, and income taxes related to realization of deferred tax assets and uncertain tax position. Actual results could differ from those estimates.

 

Foreign Currency Translation

 

The financial records of the Company’s subsidiaries in People’s Republic of China (“PRC”) are maintained in their local currencies which are Chinese Yuan (“CNY” or “RMB”). Monetary assets and liabilities denominated in currencies other than their local currencies are translated into local currencies at the rates of exchange in effect at the consolidated balance sheet dates. Transactions denominated in currencies other than their local currencies during the year are converted into local currencies at the applicable rates of exchange prevailing when the transactions occur. Transaction gains and losses are recorded in other income/(expense), net in the consolidated statements of income and comprehensive income.

 

The Company maintained its financial record using the United States dollar (“US dollar”) as the functional currency, while the subsidiaries of the Company in Hong Kong and mainland China maintained their financial records using RMB as the functional currencies. The reporting currency of the Company is US dollar. When translating local financial reports of the Company’s subsidiaries into US dollar, assets and liabilities are translated at the exchange rates at the consolidated balance sheet date, equity accounts are translated at historical exchange rates and revenue, expenses, gains and losses are translated at the average rate for the period. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income in the consolidated statements of income and comprehensive income.

 

The relevant exchange rates are listed below:

 

    June 30,     June 30,     December 31,  
    2026     2025     2025  
                   
Period Ended RMB: USD exchange rate     6.7851       7.1636       6.9931  
Period Average RMB: USD exchange rate     6.8624       7.2526       7.1875  

 

6

 

 

Cash and Cash Equivalents

 

Cash and cash equivalents primarily consist of cash and deposits with financial institutions which are unrestricted as to withdrawal and use. Cash equivalents consist of highly liquid investments that are readily convertible to cash generally with original maturities of three months or less when purchased.

 

Restricted Cash

 

The Company had bank acceptance notes outstanding with the bank and is required to keep certain amounts on deposit that are subject to withdrawal restrictions. Those notes are generally short term in nature due to their short maturity period of six to nine months; thus, restricted cash is classified as a current asset.

 

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts presented in the statement of cash flows. The Company adopted the new standard effective January 1, 2018, using the retrospective transition method.

 

As of June 30, 2026, and December 31, 2025, restricted cash was $337,426 and $251,932, respectively.

   

Accounts Receivable, net

 

Accounts receivables are recognized and carried at the original invoiced amount less an estimated allowance for uncollectible accounts. The Company usually determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. Based on management of customers’ credit and ongoing relationship, management makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on aging analysis basis. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of income and comprehensive income. Delinquent account balances are written off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. Cost is principally determined using the weighted-average method. The Company records adjustments to inventory for excess quantities, obsolescence or impairment when appropriate to reflect inventory at net realizable value. These adjustments are based upon a combination of factors including current sales volume, market conditions, lower cost or market analysis and the expected realizable value of the inventory.

  

Advances to Suppliers

 

Advances to suppliers refer to advances for purchase of materials or services, which are applied against accounts payable when the materials or services are received.

 

The Company reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company would write off such an amount in the period when it is considered impaired. As of June 30, 2026 and December 31, 2025, the Company had no write-offs for advances to suppliers.

 

Advances from Customers

 

Advances from customers refer to advances received from customers, which are applied against accounts receivable when products are sold.

 

Property, Plant and Equipment, net

 

Property, plant, and equipment are recorded at cost less accumulated depreciation. Depreciation commences upon placing the asset in use and is recognized on a straight-line basis over the estimated useful lives of the assets with 5% of residual value, as follows:

 

    Useful lives
Buildings   10 - 20 years
Machinery and equipment   3-10 years
Transportation vehicles   4 years
Office furniture and equipment   5-10 years
Electronic equipment   2-5 years

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and other comprehensive income in other income or expenses.

  

7

 

 

Intangible Assets

 

Intangible assets consist of patents and a trademark. Intangible assets are amortized using the straight-line method with the following estimated useful lives:

 

    Useful lives
Patents   10 years
Trademark   10 years
Software   10 years
Land use rights   50 years

  

Leases/Right of use assets  

 

Effective January 1, 2018, the Company adopted the new lease accounting standard using a modified retrospective transition method which allowed the Company not to recast comparative periods presented in its consolidated financial statements. In addition, the Company elected the package of practical expedients, which allowed the Company to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company combines the lease and non-lease components in determining the ROU assets and related lease obligation. Adoption of this standard resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities as disclosed in financial statements. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term. 

 

Impairment of Long-lived Assets

 

The Company’s management reviews the carrying values of long-lived assets whenever events and circumstances, such as a significant decline in the asset’s market value, obsolescence or physical damage affecting the asset, significant adverse changes in the assets use, deterioration in the expected level of the assets performance, cash flows for maintaining the asset are higher than forecast, indicate that the net book value of an asset may not be recovered through expected future cash flows from its use and eventual disposition. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value.

 

There was no impairment charge recognized for long-lived assets for the periods ended June 30, 2026 and December 31, 2025.

 

Fair Value Measurement

 

Fair Value Measurements and Disclosures requires disclosure of the fair value of financial instruments held by the Company. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

● Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 

ASC 820-10 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations for those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. 

 

For the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, other receivables, accounts payable, other current liabilities, and bank loans, the carrying amounts approximate their fair values due to their short maturities as of June 30, 2026 and December 31, 2025.

   

Value-added Tax (“VAT”)

 

Sales revenue represents the invoiced value of goods, net of VAT. All of the Company’s products that are sold in the PRC are subject to a VAT on the gross sales price.  The Company is subject to a VAT rate of 17% before May 1, 2018, 16% on and after May 1, 2018, and a new VAT rate of 13% effective on April 1, 2019. The VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing or acquiring its finished products.

 

8

 

 

Revenue Recognition 

 

The Company generates its revenues mainly from sales of electrical products, such as electrical converters and inverters, to third-party customers, who are mainly distributors and retailers. The Company follows Financial Accounting Standards Board (FASB) ASC 606 and accounting standards updates (“ASU”) 2014-09 for revenue recognition. On January 1, 2018, the Company has early adopted ASU 2014-09, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

 

The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In the principal versus agent consideration, since no another party is involved in transactions, the Company is a principal.

 

In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company analyzed historical refund claims for defective products, and since no warranty, discount or return policy are documented in the sales agreements, the Company concluded that they have been immaterial.

 

Revenues are reported net of all value added taxes. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on their relative standalone selling price.

 

Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied at a point in time), which typically occurs at delivery. For international sales, the Company sells its products primarily under the free onboard (“FOB”) shipping point term. For sales under the FOB shipping point term, the Company recognizes revenues when products are delivered from Company to the designated shipping point. Prices are determined based on negotiations with the Company’s customers and are not subject to adjustment. 

 

Rental income

 

Rental income is from subleasing part of the leased assets under operating leases, and it is recognized in the statements of comprehensive income on a straight-line basis over the term of the lease.

  

Government Grant 

 

Government grants are compensation for expenses already incurred or for the purpose of giving immediate financial support to the Company. The government evaluates the Company’s eligibility for the grants on a consistent basis, and then makes the payment. Therefore, there are no restrictions on the grants.  

 

Government grants are recognized when received and all the conditions for their receipt have been met. The grants received were $49,468 and $87,823 for the six months ended June 30, 2026 and 2025, respectively, which were included in other income on Income Statement.  

  

Research and Development Costs

 

Research and development activities are directed toward the development of new products as well as improvements in existing processes. These costs, which primarily include salaries, contract services and supplies, are expensed as incurred.

  

Shipping and Handling Costs

 

Shipping and handling costs are expensed when incurred and are included in selling and marketing expenses. Shipping and handling costs were $123,272 and $70,765 for the six months ended June 30, 2026 and 2025, respectively.

 

Advertising Costs

 

Advertising costs are expensed as incurred in accordance with ASC 720-35, “Selling and Marketing Expenses-Advertising Costs”. Advertising costs were $83,605 and $28,714 for the six months ended June 30, 2026 and 2025, respectively.

 

9

 

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method whereby it calculates deferred tax assets or liabilities for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits by applying enacted tax rates applicable to the years in which those temporary differences are expected to be reversed or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The components of the deferred tax assets and liabilities are individually classified as non-current amounts.

 

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 

To the extent applicable, the Company records interest and penalties as other expense. All the tax returns of the Company’s PRC subsidiaries remain subject to examination by PRC tax authorities for five years from the date of filing. The fiscal year for tax purposes in PRC is December 31.

 

The Company and its subsidiaries are not subject to U.S. tax laws and local state tax laws. The Company’s income and that of its related entities must be computed in accordance with Chinese and foreign tax laws, as applicable, and all of which may be changed in a manner that could adversely affect the amount of distributions to shareholders. There can be no assurance that the Income Tax Laws of PRC will not be changed in a manner that adversely affects shareholders. Any such change could increase the amount of tax payable by the Company, reducing the amount available to pay dividends to the holders of the Company’s ordinary shares.

 

Earnings Per Share

 

Earnings (loss) per share is calculated in accordance with ASC 260 Earnings per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share are computed in accordance with the treasury stock method and based on the weighted average number of ordinary shares and dilutive ordinary share equivalents. Dilutive ordinary share equivalents are excluded from the computation of diluted earnings per share if their effects would be anti-dilutive. There were no dilutive ordinary share equivalents outstanding during the six months ended June 30, 2026 and 2025.

 

The Company did not use the two-class method to compute net income per ordinary share, because it did not have other issued securities other than ordinary shares. Class A and Class B shares are both ordinary shares, and per Article 6 in Memorandum and Articles of Association (amended and restated), they have the same rights, preferences, privileges, and restrictions, except for voting and conversion rights. 

 

Comprehensive income/(loss)

 

Comprehensive income/(loss) is defined as the changes in shareholders’ equity during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Comprehensive income or loss is reported in the consolidated statements of comprehensive income/(loss). Accumulated other comprehensive income/(loss), as presented on the accompanying consolidated balance sheets, consists of accumulated foreign currency translation adjustments.

 

Certain Risks and Concentration

 

Exchange Rate Risks

 

The Company operates in PRC, which may give rise to significant foreign currency risks mainly from fluctuations and the degree of volatility of foreign exchange rates between the USD and the RMB.

 

Currency Convertibility Risks

 

Substantially all the Company’s operating activities are transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with other information such as suppliers’ invoices, shipping documents and signed contracts.

 

10

 

 

Concentration of Credit Risks

 

Financial instruments that potentially subject the Company to concentration of credit risks consist primarily of cash and cash equivalents, restricted cash, notes receivable. The Company places its cash and cash equivalents, restricted cash, and note receivable in good credit quality financial institutions in Hong Kong and PRC. Concentration of credit risks with respect to accounts receivables is linked to the concentration of revenue. To manage credit risk, the Company performs ongoing credit evaluations of customers’ financial condition.

 

Interest Rate Risks

 

The Company is subject to interest rate risk. The Company has bank interest bearing loans charged at variable interest rates. And although some bank interest bearing loans are charged at fixed interest rates within the reporting period, the Company is still subject to the risk of adverse changes in the interest rates charged by the banks when these loans are refinanced.

 

Risks and Uncertainties

 

The operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is following existing laws and regulations including its organization and structure disclosed in Note1, this may not be indicative of future results.

 

Liquidity Risks

 

Our primary sources of liquidity consist of existing cash balances, cash flows from our operating activities and availability under our revolving credit facility. Our ability to generate sufficient cash flows from our operating activities is primarily dependent on our sales of converters and power generating products to our customers at margins sufficient to cover fixed and variable expenses.

 

As of June 30, 2026, and December 31, 2025, we had cash and cash equivalents of $2,830,218 and $436,788, respectively. We believe that our current cash, cash to be generated from our operations and access to loans from our related parties will be sufficient to meet our working capital needs for at least the next twelve months. Although we do not have any amounts committed to be provided by our related parties, due to their relatively small amounts, we do not believe our working capital needs will be negatively impacted without such funds provided by related parties.   We are also not dependent upon additional external financing   to meet our liquidity needs for the next twelve months. However, we plan to expand our business to implement our growth strategies in our existing market and strengthen our position in the marketplace. To do so, we will need more capital through equity financing to increase our production and meet market demands.

 

NOTE 3 – ACCOUNTS RECEIVABLE

 

Accounts receivable as of June 30, 2026 and December 31, 2025 consisted of the following:

 

    June 30,
2026
    December 31,
2025
 
Accounts receivable   $ 14,951,474     $ 13,956,417  
Less: allowance for doubtful accounts     (385,532 )     (374,065 )
Accounts receivable, net   $ 14,565,942     $ 13,582,352  

 

The average accounts receivable turnover period was approximately 212 days and 205 days for the fiscal periods ended June 30, 2026 and December 31, 2025, respectively.

 

Changes of allowance for doubtful accounts for the fiscal periods ended June 30, 2026 and December 31, 2025 were as follow:

 

    June 30,
2026
    December 31,
2025
 
Beginning balance   $ (374,065 )   $ (259,555 )
Provision adjustment for accounts receivable     -       (103,145 )
Exchange difference     (11,467 )     (11,365 )
Ending balance   $ (385,532 )   $ (374,065 )

 

11

 

 

NOTE 4 – INVENTORIES

 

Inventories as of June 30, 2026 and December 31, 2025 consisted of the following:

 

    June 30,
2026
    December 31,
2025
 
Raw materials   $ 9,205,111     $ 7,322,641  
Work in process     1,567,217       1,904,229  
Finished goods     368,882       520,088  
Inventory valuation allowance     (22,053 )     (21,397 )
Total   $ 11,119,157     $ 9,725,561  

 

There were no inventory valuation allowance or write-offs recognized   for the fiscal periods ended June 30, 2026 and December 31, 2025.

 

NOTE 5 – ADVANCES TO SUPPLIERS AND OTHER

 

Advances to suppliers and other as of June 30, 2026 and December 31, 2025 consisted of the following:

 

    June 30,
2026
    December 31,
2025
 
Advance to suppliers   $ 3,353,511     $ 5,702,675  
Advance payment for SaaS system     1,764,700       -  
Advance payment for potential factory lease and land purchase     1,000,000       1,000,000  
Less: allowance for doubtful accounts     (502,786 )     (496,754 )
Total     5,615,425       6,205,921  

 

As of June 30, 2026 and December 31, 2025, there was an advance payment in the amount of $1,000,000, which was related to a potential long-term lease of customized factory for the purpose of expanding business in the energy storage industry.

 

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment as of June 30, 2026 and December 31, 2025 consisted of the following:

 

    June 30,
2026
    December 31,
2025
 
Machinery and equipment   $ 8,994,922     $ 3,152,265  
Transportation vehicles     553,048       466,386  
Electronic devices     217,118       172,923  
Office furniture and equipment     73,639       94,652  
Construction in progress     8,199,689       3,932,974  
Building     1,713,034       1,611,858  
Total property plant and equipment, at cost     19,751,450       9,431,058  
Less: accumulated depreciation     (2,697,963 )     (2,328,503 )
Property, plant and equipment, net   $ 17,053,487     $ 7,102,555  

 

Additions to property and equipment for the fiscal periods ended June 30, 2026 and December 31, 2025 were $9,994,813 and $5,239,108, respectively. For the six months ended June 30, 2026, the Company recognized a loss on disposal of $76,529, compared to no disposals for the six months ended June 30, 2025.

 

Depreciation expenses were $294,720 and $245,460 for the six months ended June 30, 2026 and 2025, respectively

 

The depreciation expenses included in cost of sales during the periods ended June 30, 2026 and 2025 were $202,455 and $172,495, respectively. 

  

12

 

 

NOTE 7 – INTANGIBLE ASSETS

 

Intangible assets as of June 30, 2026 and December 31, 2025 consisted of the following: 

 

    June 30,
2026
    December 31,
2025
 
Intangible assets            
Cost, beginning   $ 2,831,592     $ 77,123  
Accumulated amortization, beginning     (71,036 )     (12,438 )
Additions, at cost     6,199       2,670,247  
Amortization current period     (35,004 )     (56,485 )
Intangible assets, net   $ 2,731,751     $ 2,678,447  

 

The intangible assets include land use rights that the Company acquired during the period. The useful life of the land use rights is 50 years. After paying the full acquisition price, the Company secured the land use rights and pledged the property to apply for bank loans. The related bank loan is disclosed in Note 13 – Long-term Loans.

 

The rest intangible assets represent the ERAYAK trademark, the Company’s purchase of patents related to new technologies to produce inverters, and software purchased for internal use.

 

There were no disposals for the fiscal periods ended June 30, 2026 and December 31, 2025.

 

During the periods of June 30, 2026 and December 31, 2025, the Company had no impaired intangibles.   

 

Five succeeding years of amortization are as follows:

 

Year   Amortization     Net carrying value  
2027   $ 69,560     $ 2,662,191  
2028     69,560       2,592,631  
2029     69,560       2,523,071  
2030     69,560       2,453,511  
2031     69,560       2,383,951  

  

NOTE 8 – LEASE

 

The Company has two related party leases for the land and building where it operates:

 

Related party lease #1: A 20-year lease with no option to renew, and the Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. After paid part of the 20-year lease payment, the Company secured the right to use of property, and the lessor, Wenzhou Ailefu Technology Co., Ltd (“Ailefu”), provided the leased assets as guarantee for the Company to apply bank loans, and the lease payment for the future 20 years have been prepaid. The Company sub-leases part of the property and uses rental income to cover part or all the interest expense on the bank loans. The related bank loans are disclosed in Note 12 – Short-term Borrowings. Rental income from the sublease is disclosed in Note 19 – Rental Income, Net.

 

Related party lease #2: A two-year lease with option to renew. The Company paid the full rent at the beginning of the lease. 

 

The ending balances of right of use assets were $5,957,532 and $6,032,330 as of June 30, 2026 and December 31, 2025, respectively.

 

NOTE 9 – SHORT-TERM INVESTMENT 

 

The Company’s short-term investments primarily consist of structured products and money market funds. These investments are recorded at fair value, with changes in fair value recognized in earnings (or other comprehensive income, as applicable).

 

The following table sets forth the financial instruments, measured at fair value, by level within the fair value hierarchy as of June 30, 2026.

 

 

 

    Balance at June 30, 2026     Quoted Prices in Active Market for Identical Assets
(Level l)
    Significant Other Observable
(Level 2)
    Significant unobservable Inputs
(Level 3)
 
Short-term investments:                        
Structured Products     5,899,312                      5,899,312                 

 

The structured products held by the Company do not have quoted prices for identical assets in active markets and therefore are generally not classified within Level 1 of the fair value hierarchy. The fair values of these wealth management products are primarily determined based on quotes or net asset values provided by the issuing banks, with reference to observable yields, market interest rates, and market inputs for similar products. These inputs are directly or indirectly observable in the marketplace, and the Company does not rely on significant unobservable inputs to estimate their fair values. Accordingly, the Company believes that the fair value measurements of these wealth management products are consistent with the characteristics of Level 2 inputs under the fair value hierarchy and classifies them within Level 2. If, in the future, certain wealth management products lack bank quotes, published net asset values, or other observable market inputs, and their valuations rely primarily on significant unobservable assumptions, the Company will reassess their classification within the fair value hierarchy.

 

13

 

 

NOTE 10 – LONG-TERM INVESTMENT

 

In July 2024, the Company acquired a 15% equity interest in a privately held entity (the “Investee”) for a total purchase price of RMB3 million. Through December 31, 2024, the Company determined it did not possess the ability to exercise significant influence over the Investee and accounted for the investment pursuant to ASC 321, Investments – Equity Securities, using the measurement alternative.

 

During the fiscal year ended December 31, 2025, the Company determined that it gained the ability to exercise significant influence over the operating and financial policies of the Investee due to representation on the board of directors and participation in policy-making processes. Accordingly, the Company transitioned the accounting for this investment to the equity method in accordance with ASC 323, Investments – Equity Method and Joint Ventures. Under the equity method, the investment is initially measured at the carrying value of the previous investment plus the cost of any additional interest acquired. The Company subsequently adjusts the carrying amount of the investment to recognize its share of the investee's earnings or losses in the Consolidated Statements of Comprehensive Loss.

 

For the year ended December 31, 2025, the Company recorded an investment loss of RMB1,647,163, or $229,170 representing its proportionate share of the Investee’s net loss. As of June 30, 2026 and December 31, 2025, the carrying value of the investment was $199,384 and $193,453, respectively. 

 

NOTE 11 – OTHER CURRENT ASSETS

 

As of December 31, 2025, other current assets included a three-year fixed deposit in the amount of RMB 27,400,000, or $3,930,826, in Minsheng Bank, from June 9, 2023, to June 9, 2026, as well as interest receivable, with an annual interest rate of 3.2%, in the amount of $313,312 on the deposit. Early withdrawal before the expiry date is not allowed. The Company pledged this fixed deposit and all accrued interest income as collateral to secure bank loan for Zhejiang Rayak Technology   Co. Ltd., a related party of the Company.

 

On June 9, 2026, the fixed deposit matured and was fully settled along with the accrued interest. Concurrently with the repayment and settlement of the underlying bank loan, the pledge on the fixed deposit and related interest was fully released. As of June 30, 2026, the balance of this fixed deposit was $nil, and the Company had no further collateral obligations or encumbrances associated with this facility.

 

NOTE 12 – SHORT-TERM BORROWINGS

 

Short-term borrowings from financial institutions consisted of the following on June 30, 2026:

 

Bank Name   Amount – RMB     Amount – USD     Issuance Date   Expiration Date   Interest  
Longwan Rural Commercial Bank     2,950,000     $ 434,776     2026.05.18   2027.05.17     0 %
Bank of Wenzhou     11,500,000       1,694,890     2025.10.30   2026.10.28     4.25 %
Bank of China     10,000,000       1,473,818     2026.01.17   2027.01.12     2.70 %
Industrial and Commercial Bank of China     6,500,000       957,981     2026.02.27   2027.02.27     2.80 %
Huaxia Bank     10,000,000       1,473,818     2025.09.29   2026.09.20     2.85 %
Huaxia Bank     20,000,000       2,947,635     2025.09.29   2026.09.20     2.65 %
Total   RMB 60,950,000     $ 8,982,918                  

 

Short-term borrowings from financial institutions consisted of the following on December 31, 2025:

  

Bank Name   Amount – RMB     Amount – USD     Issuance Date   Expiration Date   Interest  
Bank of Wenzhou     11,500,000       1,644,478     2025.10.30   2026.10.28     4.25 %
Bank of China     10,000,000       1,429,981     2025.01.17   2026.01.16     2.70 %
Huaxia Bank     10,000,000       1,429,981     2025.09.29   2026.09.20     2.85 %
Huaxia Bank     20,000,000       2,859,962     2025.09.29   2026.09.20     2.65 %
Industrial and Commercial Bank of China     6,500,000       929,488     2025.03.20   2026.03.20     2.80 %
Total   RMB 58,000,000     $ 8,293,890                  

 

The Company’s short-term bank borrowings are guaranteed by the 20-year lease agreement with Wenzhou Ailefu Technology Co., Ltd, the Company’s major shareholders, their immediate family members, and related companies.

  

14

 

 

NOTE 13 – LONG-TERM LOANS

 

As of June 30, 2026, the long-term loan consisted of the following:

 

Description   Amount – RMB     Amount – USD     Issuance Date   Expiration Date   Interest  
Minsheng Bank     16,000,000     $ 2,358,108     2025.05.20   2034.11.20     2.70 %
Minsheng Bank     6,200,000       913,767     2025.11.14   2032.11.14     2.70 %
Minsheng Bank     9,648,000       1,421,938     2026.01.04   2033.01.04     2.70 %
Minsheng Bank     1,600,000       235,811     2026.02.03   2033.02.03     2.70 %
Minsheng Bank     5,400,000       795,862     2026.03.18   2033.03.18     2.77 %
Minsheng Bank     2,160,000       318,345     2026.04.28   2033.04.28     2.77 %
Minsheng Bank     2,440,000       359,612     2026.05.28   2033.05.28     2.77 %
Minsheng Bank     5,880,000       866,605     2026.06.25   2033.06.25     2.77 %
Total   RMB 49,328,000     $ 7,270,048                  

  

As of December 31, 2025, the long-term loans consisted of the following:

 

Description   Amount – RMB     Amount – USD     Issuance Date   Expiration Date   Interest  
WeBank Shenzhen     228,571     $ 32,685     2025.05.07   2027.04.23     8.62 %
WeBank Shenzhen     380,952       54,475     2025.04.10   2027.04.23     12.16 %
WeBank Shenzhen     380,952       54,475     2025.04.10   2027.04.23     12.16 %
WeBank Shenzhen     380,952       54,475     2025.04.10   2027.04.23     12.16 %
WeBank Shenzhen     380,952       54,475     2025.04.10   2027.04.23     12.16 %
WeBank Shenzhen     380,952       54,475     2025.04.10   2027.04.23     11.16 %
WeBank Shenzhen     500,000       71,499     2025.12.03   2027.11.23     13.99 %
WeBank Shenzhen     500,000       71,499     2025.12.03   2027.11.23     13.99 %
WeBank Shenzhen     500,000       71,499     2025.12.03   2027.11.23     13.99 %
WeBank Shenzhen     500,000       71,499     2025.12.03   2027.11.23    
13,99
%
Longwan Rural Commercial Bank     1,200,000       171,599     2023.06.02   2026.05.30     6.60 %
Longwan Rural Commercial Bank     1,750,000       250,247     2023.06.02   2026.05.30     6.60 %
Minsheng Bank     6,200,000       886,589     2025.11.14   2032.11.14     2.70 %
Minsheng Bank     16,000,000       2,287,970     2025.05.20   2034.11.20     2.70 %
Subtotal     29,283,331       4,187,461                  
Current portion of long-term loans     (5,441,349 )     (778,103 )                
Total   RMB 23,841,982     $ 3,409,358                  

 

The long-term bank loans from Minsheng Bank are collateralized by certain assets of the Company. As of June 30, 2026 and December 31, 2025, the collateral consisted of land use rights held by Ruike with a carrying amount of $2,518,718 and $2,543,916, respectively.

  

NOTE 14 – SALES

 

Disaggregated sales by types for the six months ended June 30, 2026 and 2025 consisted of the following:

 

    2026     2025  
Inverters   $ 6,724,245     $ 4,965,023  
Chargers     76,618       125,250  
Gasoline generators     4,903,020       2,993,419  
Power bank     178,301       577,863  
Other products     287,816       83,314  
Total   $ 12,170,000     $ 8,744,869  

 

There is no warranty, discount or return policy documented in the sales agreements.

 

15

 

 

NOTE 15 – GENERAL AND ADMINISTRATIVE EXPENSES

 

General and administrative expenses for the six months ended June 30, 2026 and 2025 consisted of following:

 

    2026     2025  
Employee compensation and benefits   $ 544,532     $ 447,571  
Travel and communication expenses     44,974       22,730  
Rent and utilities     69,426       143,896  
Consulting fees     517,352       469,345  
Insurance     11,190       10,164  
Depreciation and amortization expenses     116,179       82,999  
Bank charges     8,000       5,666  
Sales tax     108,768       5,300  
Entertainment     39,642       26,379  
Office and miscellaneous     104,480       48,782  
Total   $ 1,564,543     $ 1,262,833  

 

NOTE 16 – SELLING AND MARKETING EXPENSES

 

Selling and marketing expenses for the six months ended June 30, 2026 and 2025 consisted of the following:

 

    2026     2025  
Employee compensation and benefits   $ 105,150     $ 170,493  
Travel and promotion     134,238       43,653  
Shipping and handling     123,272       70,765  
Insurance     -       2,780  
Consulting fee     379       6,384  
Inspection and certification fees     47,099       4,713  
Entertainment     29,675       27,362  
Office and miscellaneous     6,060       3,494  
Total   $ 445,872     $ 329,644  

  

NOTE 17 – RESEARCH AND DEVELOPMENT EXPENSES

 

Research and development expenses for the six months ended June 30, 2026 and 2025 consisted of the following:

 

    2026     2025  
Salaries   $ 408,724     $ 435,865  
Direct input     443,946       330,801  
Utility     1,031       1,322  
Depreciation     10,696       11,962  
Other     5,560       1,825  
Total   $ 869,957     $ 781,775  

 

NOTE 18 – INTEREST INCOME (EXPENSES), NET

 

Interest income (expenses) for the six months ended June 30, 2026 and 2025 consisted of the following:

 

    2026     2025  
Interest expense   $ (176,593 )   $ (137,459 )
Interest income     221,911       884  
Total interest income (expense), net   $ 45,318     $ (136,575 )

 

NOTE 19 – RENTAL INCOME, NET

 

The Company subleases part of the leased assets on a straight-line basis to other third parties. The lease terms with lessees vary and usually start from two years. Rental income for the six months ended June 30, 2026 and 2025 consisted of the following:

 

    2026     2025  
Rental income   $ 147,740     $ 131,147  
Rental expense     (60,842 )     (53,372 )
Total rental income, net   $ 86,898     $ 77,775  

 

16

 

 

NOTE 20 – OTHER INCOME, NET

 

The following table shows the details of net other income (expenses) for the six-month periods ended June 30, 2026 and 2025:

 

    2026     2025  
Government grant   $ 49,468     $ 87,823  
Exchange (losses) gains     (46,114 )     30,641  
Sample reimbursement     44,609       -  
Miscellaneous income     13,569       60,403  
Miscellaneous expenses     (8,879 )     (5,795 )
Total other income (expenses), net   $ 52,653     $ 173,072  

   

NOTE 21 – RELATED PARTY TRANSACTIONS

 

1) Nature of relationships with related parties

 

Name   Relationship with the Company
Wenzhou Ailefu Technology Co. Ltd. (“Ailefu”)   An entity 100% owned by Xiangze
Hangzhou Xiangze Trading Co. Ltd. (“Xiangze”)   An entity 100% owned by Lingyi Kong
Wenzhou Leiling Technology Development Co. Ltd. (“Leiling”)   An entity with Shengling Xiang as legal representative
Shanghai Fushishenye Mechanical and Electrical Equipment Co. Ltd. (“Fushishenye”)   An entity with Lingyi Kong as legal representative
Zhejiang Rayak Technology Co. Ltd. (“Rayak Tech”)   An entity 85% owned by Shengling Xiang and 15% owned by Zhejiang Leiya Electronics Co., Ltd.
Chuanlong Lin   Relative of Lingyi Kong; former controlling shareholder of New Focus
Erayak International Limited (“Erayak International”)   An entity 100% owned by Lingyi Kong
Shengling Xiang   Executive and legal rep of the Company
Lingyi Kong   Controlling shareholder of the Company
Chunhua Xiang   Relative of Lingyi Kong

 

2) Related party balances

 

Net outstanding balances with related parties consisted of the following as of June 30, 2026 and December 31, 2025:

 

 

Accounts   Name of related parties   June 30, 2026     December 31, 2025  
Due to related party   Lingyi Kong     2,071,450       1,212,020  
    Zhejiang Rayak Technology Co. Ltd.     618,682       564,868  
TOTAL       $ 2,690,132     $ 1,776,888  
Accounts payables, related parties   Wenzhou Ailefu Technology Co. Ltd.     655,970       132,136  
TOTAL       $ 655,970     $ 132,136  
Accounts receivables, related parties   Zhejiang Rayak Technology Co., Ltd.     7,319,298       3,178,800  
TOTAL       $ 7,319,298     $ 3,178,800  
Advance to suppliers, related parties   Shanghai Fushishenye Mechanical and Electrical Equipment Co. Ltd.     -       671,200  
    Wenzhou Ailefu Technology Co. Ltd.     -       613,585  
TOTAL       $ -     $ 1,284,785  
Other receivables, related parties   Wenzhou Ailefu Technology Co. Ltd.     14,738       14,300  
TOTAL       $ 14,738       14,300  

 

NOTE 22 – SHAREHOLDERS’ EQUITY

 

Ordinary shares

 

The Company is authorized to issue 500,000,000 ordinary shares of par value of $0.00001 each, comprising of: (i) 450,000,000 Class A Ordinary Shares of par value of USD0.00001 each, and (ii) 50,000,000 Class B Ordinary Shares of par value of USD0.00001 each. There are currently 1,026,101 issued and outstanding Class A Ordinary Shares and 49,091 issued and outstanding Class B Ordinary Shares.

 

Holders of Class A Ordinary Shares and Class B Ordinary Shares shall always vote together as one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B ordinary share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of the Company. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. Save and except for voting rights and conversion rights, Class A Ordinary Shares and Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions. 

 

17

 

 

Initial Public Offering

 

On December 14, 2022, the Company consummated its initial public offering (“IPO”) of 3,000,000 Class A ordinary shares at a price of $4.00 per share, generating gross proceeds to the Company of $12,000,000 before deducting underwriting discounts and commissions and offering expenses. After deducting underwriting discounts, commissions and expenses related to the offering, the Company recorded $10,646,322 (with $1,200 in par value and $10,645,122 in additional paid in capital) net proceeds from its initial public offering. The underwriter was granted a 45-day over-allotment option to purchase up to an additional 450,000 Class A ordinary shares at the initial public offering price. Meanwhile, other costs incurred in the IPO totaled $1,061,170, the main nature of which was professional fees. As a result, Class A shares increased by $300, and additional paid-in capital increased by $9,584,612.

 

Private Placement

 

On May 20, 2024, the Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain purchasers (“Purchasers”) in connection with the issuance and sale (the “Private Placement”) of (i) an aggregate of 16,000,000 Class A ordinary shares, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and (ii) warrants (the “Warrants,” together with the Class A Ordinary Shares, the “Securities”) to purchase an aggregate of 32,000,000 Class A Ordinary Shares at an exercise price of $0.50 per share, subject to adjustment as provided therein, for an aggregate of purchase price of $8,000,000. The Warrants will become exercisable for cash or on a cashless basis upon issuance and will expire three years after the issuance date. In November 2024, Purchasers exercised warrants on a cashless basis, and the Company issued 22,588,235 Class A ordinary shares. As of December 31, 2024, all warrants were exercised.

 

Registered Direct Offering

 

On July 25, 2025, ERAYAK Power Solution Group Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors named thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Direct Offering”): (i) 12,396,000 class A ordinary shares (the “Class A Ordinary Shares”) of the Company of par value of $0.0001 each (the “Shares”), at a purchase price of $0.098 per share; and (ii) pre-funded warrants to purchase up to 18,216,246 Class A Ordinary Shares (the “Pre-Funded Warrants”) at a purchase price of $0.098 to the purchase price for Shares, less the exercise price of $0.0001 per share. The Registered Direct Offering closed on July 28, 2025. The Company received approximately $3 million in gross proceeds from the Registered Direct Offering, before deducting placement agent fees and estimated offering expenses.

 

Registered Direct Offering

 

On July 31, 2025, ERAYAK Power Solution Group Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors named thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Direct Offering”): (i) 32,155,921 class A ordinary shares (the “Class A Ordinary Shares”) of the Company of par value of $0.0001 each (the “Shares”), at a purchase price of $0.065 per share; and (ii) pre-funded warrants to purchase up to 75,536,386 Class A Ordinary Shares (the “Pre-Funded Warrants”) at a purchase price of $0.065 to the purchase price for Shares, less the exercise price of $0.0001 per share. The Registered Direct Offering closed on August 1, 2025. The Company received approximately $7 million in gross proceeds from the Registered Direct Offering, before deducting placement agent fees and estimated offering expenses.

 

Share Subscription

 

On August 19, 2025, Erayak Power Solution Group Inc (the “Company”) consummated a share subscription (the “Share Subscription”) with Erayak International Limited. Under the terms of the Share Subscription, the Erayak International Limited purchased 8,000,000 Class B ordinary shares from the Company at a consideration of $0.055 per share, which is the closing pricing on August 18, 2025, for a total consideration of US$440,000.

 

Reverse Stock Split

 

On September 8, 2025, the shareholders and Board of Directors of the Company approved the 220-for-1 reverse stock split of its ordinary shares in accordance with Cayman law and the corresponding filing of the ratio change, which was duly filed with the Cayman Registrar. As a result of the reverse stock split, the number of ordinary shares outstanding were reduced from 187,892,786 Class A ordinary shares to approximately 854,059 Class A ordinary shares, and from 9,000,000 Class B ordinary shares to approximately 40,910 Class B ordinary shares, subject to rounding up of all fractional shares to the nearest whole share in lieu of such fractional shares.

 

Increase in Authorized Share Capital

 

On November 19, 2025, the shareholders and the board of directors of the Company approved an increase in the Company’s authorized share capital from US$50,000, divided into 2,272,727.27 ordinary shares with a par value of US$0.022 each, consisting of 2,045,454.54 Class A ordinary shares and 227,272.73 Class B ordinary shares, to US$220,000,000, divided into 10,000,000,000 ordinary shares with a par value of US$0.022 each, consisting of 9,000,000,000 Class A ordinary shares and 1,000,000,000 Class B ordinary shares.

 

18

 

 

Reverse Stock Split

 

On March 25, 2026, the board of directors of ERAYAK Power Solution Group Inc., a Cayman Islands exempted company, approved a 1-for-10 reverse stock split of the Company’s Class A ordinary shares and Class B ordinary shares. The reverse stock split became effective on April 20, 2026, and the Company’s Class A ordinary shares began trading on a post-split basis on the Nasdaq Stock Market LLC on the same date under the current trading symbol “RAYA.”

 

As a result of the reverse stock split, every ten issued Class A ordinary shares with a par value of US$0.022 each were combined into one issued Class A ordinary share with a par value of US$0.22 each, and every ten issued Class B ordinary shares with a par value of US$0.022 each were combined into one issued Class B ordinary share with a par value of US$0.22 each. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. Following the reverse stock split, the Company’s authorized share capital was adjusted to US$220,000,000, divided into 900,000,000 Class A ordinary shares with a par value of US$0.22 each and 100,000,000 Class B ordinary shares with a par value of US$0.22 each.

 

At-the-Market (ATM) Equity Offerings

 

September 2025 Sales Agreement

 

On September 29, 2025, the Company entered into an At-the-Market Sales Agreement with Craft Capital Management LLC (“Craft”) to sell Class A ordinary shares. During the first quarter of 2026, the Company completed the following sales under this facility prior to its termination:

 

● January 30, 2026: The Company completed a closing for the sale of 2,394,786 Class A ordinary shares at gross proceeds of $6,288,646.92. Offering costs withheld from proceeds totaled $417,647.13 (comprising a 4% placement agent commission of $251,545.88, legal fees of $165,000.00, clearing fees of $101.25, and a test wire fee of $1,000.00), resulting in net cash proceeds received of $5,870,999.79.

 

● February 13, 2026: The Company completed a closing for the sale of 145,580 Class A ordinary shares at gross proceeds of $216,182.02. Offering costs withheld totaled $32,205.53 (comprising a 4% placement agent commission of $8,647.28, legal fees of $23,538.00, and clearing fees of $20.25), resulting in net cash proceeds received of $183,976.49.

 

● February 26, 2026: The Company completed a closing for the sale of 142,824 Class A ordinary shares at gross proceeds of $185,128.47. Offering costs withheld totaled $9,911.89 (comprising a 4% placement agent commission of $7,405.14, legal fees of $2,500.00, and clearing fees of $6.75), resulting in net cash proceeds received of $175,216.58.

 

In aggregate, under the September 2025 Sales Agreement, the Company issued 2,683,190 Class A ordinary shares for total gross proceeds of $6,689,957.41 during the six months ended June 30, 2026. Total direct offering deductions withheld at settlement were $459,764.55, resulting in total net cash proceeds received of $6,230,192.86.

 

March 2026 Sales Agreement

 

On March 16, 2026, the Company entered into a new At-the-Market Sales Agreement with Craft. During the six months ended June 30, 2026, the Company completed the following sales under this facility:

 

● March 31, 2026 Closing (Funded April 10, 2026): The Company closed the sale of 1,247,456 Class A ordinary shares for gross proceeds of $718,661.36. Offering costs withheld from proceeds totaled $58,773.45 (comprising a 4% placement agent commission of $28,746.45, legal fees of $30,000.00, and clearing fees of $27.00), resulting in net cash proceeds received of $659,887.91.

 

● June 2026 ATM Sales: Between June 8, 2026, and June 25, 2026, the Company sold an aggregate of 46,953 Class A ordinary shares through the ATM program at an average sales price of approximately $3.46 per share, generating total gross proceeds of $162,492.35. Commissions and clearing fees totaled $6,567.19 (commissions of $6,499.69 and clearing fees of $67.50), yielding net settlement proceeds of $155,925.16.

 

In aggregate, under the March 2026 Sales Agreement, the Company issued 1,294,409 Class A ordinary shares for total gross proceeds of $881,153.71 during the six months ended June 30, 2026.

 

Private Placement of Class A Ordinary Shares

 

On April 9, 2026, the Company completed a private placement pursuant to which it issued 500,000 Class A ordinary shares for total gross cash proceeds of $400,000 ($0.80 per share).

 

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Subscription of Class B Ordinary Shares

 

On May 28, 2026, ERAYAK International Limited, an entity wholly owned by Lingyi Kong, executed a subscription letter to subscribe for 45,000 Class B ordinary shares, par value $0.22 per share, for an aggregate consideration of $139,050 ($3.09 per share). The newly issued shares rank pari passu in all respects with the existing Class B ordinary shares.

 

During the six months ended June 30, 2026, the Company incurred total offering-related costs of $630,481 (consisting of underwriting commissions, legal, professional, and placement fees), which were charged directly against Additional Paid-in Capital against the proceeds of the respective offerings.

 

Share Capital Reduction and Increase in Authorized Share Capital

 

Pursuant to shareholder resolutions approved on July 9, 2026, the Company executed a share capital reduction whereby the par value of each issued and outstanding Class A and Class B ordinary share was reduced from US$0.22 to US$0.00001 per share by cancelling US$0.21999 per share of paid-up capital. The resulting credit of $236,531 was transferred to additional paid-in capital (distributable reserve).

 

Immediately following the Share Capital Reduction and Reorganization, the Company’s authorized share capital was increased from US$10,000 divided into 1,000,000,000 ordinary shares of par value US$0.00001 each to US$50,000 divided into 5,000,000,000 ordinary shares of par value US$0.00001 each (comprising 4,500,000,000 Class A ordinary shares and 500,000,000 Class B ordinary shares).

 

All share and per-share amounts presented in these consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse stock split for all periods presented, unless otherwise indicated.  

 

Statutory Reserve

 

The Company’s PRC subsidiaries are required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors of each of the PRC subsidiaries. The reserved amount as determined pursuant to PRC statutory laws totaled $1,244,717 as of June 30, 2026 and December 31, 2025.

 

Under PRC laws and regulations, paid in capital, additional paid in capital, and statutory surplus reserves are restricted to set-off against losses, expansion of production and operation and increasing registered capital of the respective company and are not distributable other than upon liquidation. The reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor allowed for distribution except under liquidation.  

   

NOTE 23 – COMMITMENTS AND CONTINGENCIES

 

As of June 30, 2026 and December 31, 2025, the Company had two leases, which have been disclosed under right of use lease assets in Note 8 – Lease.

 

From time to time, the Company is involved in various legal proceedings, claims and other disputes arising from commercial operations, employees, and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the Company can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on the Company, the Company believes that any ultimate liability resulting from the outcome of such proceedings to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations or liquidity.

 

20

 

 

NOTE 24 – SUBSEQUENT EVENTS

 

Pursuant to shareholder resolutions approved on July 9, 2026, the Company executed a share capital reduction whereby the par value of each issued and outstanding Class A and Class B ordinary share was reduced from US$0.22 to US$0.00001 per share by cancelling US$0.21999 per share of paid-up capital. The resulting credit of $236,531 was transferred to additional paid-in capital (distributable reserve). All share and per-share amounts presented in these consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse stock split for all periods presented, unless otherwise indicated.

 

Immediately following the Share Capital Reduction and Reorganization, the Company’s authorized share capital was increased from US$10,000 divided into 1,000,000,000 ordinary shares of par value US$0.00001 each to US$50,000 divided into 5,000,000,000 ordinary shares of par value US$0.00001 each (comprising 4,500,000,000 Class A ordinary shares and 500,000,000 Class B ordinary shares).

 

As for the date of the issuance of these financial statements, the new borrowings are presented below:

 

Bank Name   Amount – RMB     Issuance Date   Expiration Date   Annual interest rate  
Minsheng Bank     2,120,000     7/30/2026   7/30/2033     2.770 %
Minsheng Bank     1,280,000     9/02/2026   9/02/2033     2.770 %
Minsheng Bank     2,950,000     9/16/2026   9/16/2033     2.770 %
Minsheng Bank     2,050,000     9/20/2026   9/20/2033     2.770 %
Minsheng Bank     4,370,000     9/28/2026   9/28/2033     2.770 %
Huaxia Bank     10,000,000     9/20/2026   9/20/2027     2.850 %
Huaxia Bank     20,000,000     9/20/2026   9/20/2027     2.650 %
Industrial and Commercial Bank of China     8,000,000     9/20/2026   9/20/2027     2.310 %
Industrial and Commercial Bank of China     2,000,000     9/20/2026   9/20/2027     2.310 %
Bank of Communications     18,000,000     7/30/2026   7/30/2027     2.605 %
Bank of Communications     12,000,000     8/06/2026   8/06/2027     2.605 %
Total   RMB 82,770,000                  

 

The Company has evaluated subsequent events through October 14, 2026. No other matters were identified affecting the accompanying financial statements or related disclosures.

 

 

21

 

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