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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 May 2025
Commission File Number: 001-42501
EPWK HOLDINGS LTD.
(Translation of registrant’s name into English)
Building #2, District A, No. 359 Chengyi Road
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
(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 ☐
EPWK Holdings Ltd. (the “Company”) is furnishing this report on Form 6-K to report its financial results for the six months ended December 31, 2024.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this current report with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the company with the Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.
All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Unaudited Consolidated Financial Statements as of December 31, 2024 and for the six months ended December 31, 2024 and 2023 |
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.
| EPWK Holdings Ltd. | ||
| By: | /s/ Guohua Huang | |
| Name: | Guohua Huang | |
| Title: | Chief Executive Officer | |
Date: May 27, 2025
3
Exhibit 99.1
EPWK HOLDINGS LTD. (“EPWK,” the “Company,” “we,” “our,” or “us”) (Nasdaq: EPWK), an innovative and efficient crowdsourcing platform to connect businesses with great talents, announced its unaudited financial results for the six months ended December 31, 2024.
First Half 2024 Financial Highlights
| ● | Total revenues for the six months ended December 31, 2024 were US$8.48 million, representing a decrease of 0.61% from US$8.53 million in the same period of 2023. |
| ● | Gross profit for the six months ended December 31, 2024 was US$1.39 million with a gross profit margin of 16.37%, compared to US$2.46 million with a gross profit margin of 28.83% in the same period of 2023. |
| ● | Income from operations for the six months ended December 31, 2024 was net loss US$0.79 million, representing a decrease of 55.36% from net loss US$0.51 million in the same period of 2023. |
| ● | Net income for the six months ended December 31, 2024 was net loss US$484,013 from US$20,263 in the same period of 2023. |
Management Commentary
CEO Statement by Mr. Guohua Huang: “During the six months ended December 31, 2024, we achieved stable total revenue of $8.48 million, maintaining performance in line with the same period in 2023. The year-over-year decline in net profit was primarily driven by two factors: (1) increased costs associated with our premium business solutions service, which rose proportionally with revenue growth in that segment; and (2) additional expenses incurred to accelerate our initial public offering process, including IPO advisory and compliance-related costs.
Looking ahead, we will focus on the following strategic priorities: strengthening strategic partnerships to enhance customer acquisition capabilities, and deploying AI tools across our platform to mitigate the disruptive impact of AI adoption on core service volumes.”
First Half 2024 Financial Results
Net revenues
Our net revenues decreased by US$0.05 million or 0.61% from US$8.53 million for the six months ended December 31, 2023 to US$8.48 million for the same period of 2024.
| For the six months ended December 31, | Change | |||||||||||||||
| 2024 | 2023 | Amount | % | |||||||||||||
| Online Promotion revenue | $ | 1,601,447 | $ | 1,887,336 | $ | (285,889 | ) | -15.15 | % | |||||||
| Premium business solutions revenue | 6,073,510 | 5,031,837 | 1,041,673 | 20.70 | % | |||||||||||
| Value-Added Services revenue | 301,413 | 957,976 | (656,563 | ) | -68.54 | % | ||||||||||
| Shared office rental and management revenue | 500,795 | 651,732 | (150,937 | ) | -23.16 | % | ||||||||||
| Total | $ | 8,477,165 | $ | 8,528,881 | $ | (51,716 | ) | -0.61 | % | |||||||
Revenue from online promotion decreased by 15.15% from US$1.89 million six months ended December 31, 2023 to US$1.60 million for the same period of 2024, mainly because SMEs have significantly curtailed marketing outsourcing expenditures, while widespread AI adoption has disrupted demand for basic design and copywriting services, collectively contributing to reduced corporate order volumes on the platform.
Revenue from premium business solutions increased by 20.70% from US$5.03 million for the six months ended December 31, 2023 to US$6.07 million for the same period of 2024, mainly because we sacrificed profit margins to drive business volume growth.
Revenue from value-added services decreased by 68.54% from US$0.96 million for the six months ended December 31, 2023 to US$0.30 million for the same period of 2024, mainly because the reduction in government policy subsidies under the current macroeconomic environment, the demand for qualification processing has correspondingly decreased, leading to a decline in its business scale.
Revenue from shared office rental and management decreased by 23.16% from US$0.65 million for the six months ended December 31, 2023 to US$0.50 million for the same period of 2024, mainly because the expiration of leases for some maker spaces has led to tenant move-outs and a corresponding decrease in revenue.
Cost of revenues
Our cost of revenues increased by US$1.02 million or 16.80% from US$6.07 million for the six months ended December 31, 2023 to US$7.09 million for the same period of 2024, primarily attribute to an increase in premium business solutions service.
Gross profit
Our gross profit decreased by US$1.07 million or 43.50% from US$2.46 million for the six months ended December 31, 2023 to US$1.39 million for the same period of 2024. Our gross profit margin was 16.37% for the six months ended December 31, 2024 and 28.83% for the same period of 2023, primarily attribute to an increase in low-margin premium business solutions service and a decrease in high-margin online promotion services.
Operating expenses
Total operating expenses decreased by 26.60% from US$2.97 million for the six months ended December 31, 2023 to US$2.17 million for the same period of 2024.
Sales and marketing expenses. Our sales and marketing expenses in total decreased by US$0.76 million or 48.10% from US$1.58 million for the six months ended December 31, 2023 to US$0.82 million for the same period of 2024, primarily because the marketing expenses for obtaining new customers decreased US$0.69 million.
General and administrative(G&A) expenses. Our general and administrative expenses increased by US$0.37 million or 50.00% from US$0.74 million for the six months ended December 31, 2023 to US$1.11 million for the same period of 2024, primary because professional service fees about listing and other consulting services increased US$0.33 million.
Research and development expense. Our research and development expenses decreased by US$0.40 million or 61.54% from US$0.65 million for the six months ended December 31, 2023 to US$0.25 million for the same period of 2024, primarily due to the development projects are in their final stages, requiring fewer resources.
Other (income) expenses, net
Total other income decreased by US$0.23 million from US$0.53 million for the six months ended December 31, 2023 to US$0.30 million for the same period of 2024, primarily due to decrease of subsidy income.
Income(loss) before income tax
Our loss before income tax was US$484,087 for the six months ended December 31, 2024 and income before income tax was US$25,901 for the same period of 2023, respectively.
Net income/loss
As a result of the foregoing, our net loss was US$484,013 for the six months ended December 31, 2024 and net income was US$20,263 for the same period of 2023, respectively.
Financial Conditions
As of December 31, 2024, the Company had cash and cash equivalents of $0.38 million, compared to $0.23 million as of June 30, 2024. Account receivable, net was $0.26 million as of December 31, 2024, compared to $0.16 million as of June 30, 2024. Advance to suppliers was $0.55 million as of December 31, 2024, compared to $0.25 million as of June 30, 2024. As of December 31, 2024, the Company had current assets of $1.75 million and current liabilities of $10.16 million, resulting in negative working capital of $8.41 million, as compared with current assets of $1.12 million, current liabilities of $9.24 million, and negative working capital of $8.12 million as of June 30, 2024. Although the working capital is negative, overall liquidity risk remains manageable, primarily due to the composition of current liabilities: bank borrowings (32.3% of total current liabilities) and related-party loans (23.01%). The bank loans do not have concentrated repayment schedules, and related-party loans are repayable based on the company’s operational performance.
Exchange Rate
This announcement contains translations of amounts in Renminbi (“RMB”) into U.S. dollars (“US$”).
The following table outlines the currency exchange rates that were used in creating the consolidated financial statements, which is derived from company’s own simple exchange rate conversion:
| As of | ||||||||
| December 31, | June 30, | |||||||
| 2024 | 2024 | |||||||
| Balance sheet items, except for equity accounts | 7.2993 | 7.2672 | ||||||
| For the six months ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Items in the statements of operations and comprehensive loss, and statements of cash flows | 7.1767 | 7.2347 | ||||||
Forward-Looking Statements
This report contains forward-looking statements. All statements other than statements of historical fact in this report are forward-looking statements, including but not limited to, the intent, belief or current expectations of Planet Image and members of its management, as well as the assumptions on which such statements are based. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement on Form F-1 and in its other filings with the U.S. Securities and Exchange Commission.
EPWK HOLDINGS LTD. AND ITS SUBSIDIARIES AND VARIABLE INTEREST ENTITIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except for share or otherwise noted)
| As of | ||||||||
| December 31, | June 30, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 375,597 | $ | 227,826 | ||||
| User funds | 456,008 | 446,775 | ||||||
| Accounts receivable, net | 257,166 | 162,910 | ||||||
| Advance to suppliers | 551,770 | 245,723 | ||||||
| Prepaid expenses and other receivables, net | 105,483 | 40,167 | ||||||
| Deferred Tax Asset | 2,037 | 1,384 | ||||||
| Total current assets | 1,748,061 | 1,124,785 | ||||||
| Property and equipment, net | 596,544 | 671,038 | ||||||
| Right-of-use assets | 2,204,356 | 2,473,165 | ||||||
| Intangible assets, net | 109,071 | 135,993 | ||||||
| Deferred expense long-term | - | - | ||||||
| Other non-current assets | 90,079 | 107,466 | ||||||
| Total non-current assets | 3,000,050 | 3,387,662 | ||||||
| TOTAL ASSETS | $ | 4,748,111 | $ | 4,512,447 | ||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Short term bank loans | $ | 3,282,507 | $ | 3,385,073 | ||||
| Accounts payable | 502,496 | 560,062 | ||||||
| Contract liabilities – current | 2,354,292 | 2,098,022 | ||||||
| User accounts payable | 456,008 | 446,775 | ||||||
| Related parties payable | 2,338,950 | 1,386,022 | ||||||
| Accrued expenses and other current liabilities | 626,085 | 781,942 | ||||||
| Deferred subsidies | - | - | ||||||
| Lease payable-current portion | 602,547 | 584,591 | ||||||
| Total current liabilities | 10,162,885 | 9,242,487 | ||||||
| Contract liabilities – non-current | 219,562 | 127,439 | ||||||
| Lease payable-non-current | 1,984,824 | 2,299,697 | ||||||
| Other non-current liabilities | 25,955 | 43,723 | ||||||
| Total non-current liabilities | 2,230,341 | 2,470,859 | ||||||
| TOTAL LIABILITIES | $ | 12,393,226 | $ | 11,713,346 | ||||
| Shareholders’ Deficit | ||||||||
| Ordinary shares 500,000,000 shares authorized, par value $0.0001 | ||||||||
| (15,601,494 Class A shares issued and outstanding as of December 31 and June 30, 2024) | 1,560 | 1,560 | ||||||
| (3,555,948 Class B shares issued and outstanding as of December 31 and June 30, 2024) | 356 | 356 | ||||||
| Subscription receivable | (1,916 | ) | (1,916 | ) | ||||
| Additional paid in capital | 11,149,482 | 11,149,482 | ||||||
| Accumulated deficits | (19,347,428 | ) | (18,863,415 | ) | ||||
| Accumulated other comprehensive income | 552,831 | 513,034 | ||||||
| Total Shareholders’ deficit | (7,645,115 | ) | (7,200,899 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 4,748,111 | $ | 4,512,447 | ||||
EPWK HOLDINGS LTD. AND ITS SUBSIDIARIES AND VARIABLE INTEREST ENTITIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In U.S. dollars, except for share or otherwise noted)
| For the six months ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net revenue | $ | 8,477,165 | $ | 8,528,881 | ||||
| Cost of revenue | 7,089,388 | 6,069,691 | ||||||
| Gross profit | 1,387,777 | 2,459,190 | ||||||
| Operating Expenses | ||||||||
| Selling expenses | 822,123 | 1,576,187 | ||||||
| General and administrative expenses | 1,105,043 | 738,388 | ||||||
| Research and development expense | 247,728 | 651,272 | ||||||
| Total operating expense | 2,174,894 | 2,965,847 | ||||||
| Operating loss | (787,117 | ) | (506,657 | ) | ||||
| Non-operating Income (Expenses) | ||||||||
| loss on disposal of assets | (5,749 | ) | - | |||||
| Other income | 23,449 | 6,847 | ||||||
| Other expenses | (119 | ) | (322 | ) | ||||
| Interest expense, net | (71,498 | ) | (72,274 | ) | ||||
| Subsidy income | 356,947 | 598,307 | ||||||
| Total other income and expenses, net | 303,030 | 532,558 | ||||||
| Income(Loss) before income tax | (484,087 | ) | 25,901 | |||||
| Income tax expense | (74 | ) | 5,638 | |||||
| Net income(loss) | $ | (484,013 | ) | $ | 20,263 | |||
| Other comprehensive income: | ||||||||
| Foreign currency translation (loss) gain, net of income taxes | 39,797 | (131,474 | ) | |||||
| Total comprehensive loss | $ | (444,216 | ) | $ | (111,211 | ) | ||
| Basic & diluted earnings(loss) per share | (0.03 | ) | 0.00 | |||||
| Weighted average shares outstanding | 19,157,442 | 19,157,442 | ||||||
EPWK HOLDINGS LTD. AND ITS SUBSIDIARIES AND VARIABLE INTEREST ENTITIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
For the Six-month ended December 31, 2024 and 2023
(In U.S. dollars, except for share or otherwise noted)
| Accumulated | ||||||||||||||||||||||||||||||||||||
| Class A | Class B | Additional | other | Total | ||||||||||||||||||||||||||||||||
| Ordinary Shares | Ordinary Shares | Subscription | paid-in | Accumulated | comprehensive | shareholder’s | ||||||||||||||||||||||||||||||
| Share | Amount | Share | Amount | receivable | capital | deficit | income (loss) | deficit | ||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | 15,601,494 | 1,560 | 3,555,948 | 356 | (1,916 | ) | 11,149,482 | (17,660,499 | ) | 496,374 | (6,014,643 | ) | ||||||||||||||||||||||||
| Net gain | - | - | - | - | - | - | 20,263 | - | 20,263 | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | (131,474 | ) | (131,474 | ) | |||||||||||||||||||||||||
| Balance as of December 31,2023 (Unaudited) | 15,601,494 | 1,560 | 3,555,948 | 356 | (1,916 | ) | 11,149,482 | (17,640,236 | ) | 364,900 | (6,125,854 | ) | ||||||||||||||||||||||||
| Balance as of June 30, 2024 | 15,601,494 | 1,560 | 3,555,948 | 356 | (1,916 | ) | 11,149,482 | (18,863,415 | ) | 513,034 | (7,200,899 | ) | ||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | (484,013 | ) | - | (484,013 | ) | |||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | 39,797 | 39,797 | |||||||||||||||||||||||||||
| Balance as of December 31,2024 (Unaudited) | 15,601,494 | 1,560 | 3,555,948 | 356 | (1,916 | ) | 11,149,482 | (19,347,428 | ) | 552,831 | (7,645,115 | ) | ||||||||||||||||||||||||
EPWK HOLDINGS LTD. AND ITS SUBSIDIARIES AND VARIABLE INTEREST ENTITIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars, except for share or otherwise noted)
| For the Six-month ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | (484,013 | ) | $ | 20,263 | |||
| Adjustments to reconcile net income(loss) to net cash used in operating activities: | ||||||||
| Depreciation | 70,412 | 110,545 | ||||||
| Amortization | 26,773 | 26,689 | ||||||
| Noncash operating lease expense | 263,020 | 452,001 | ||||||
| Deferred tax benefits | (669 | ) | 5,638 | |||||
| Allowance for expected credit loss | 4,512 | (37,710 | ) | |||||
| Loss from the disposal of property and equipment | 6,137 | - | ||||||
| Changes in assets and liabilities： | ||||||||
| Accounts receivable | (104,892 | ) | 453,114 | |||||
| Advance to suppliers | (312,374 | ) | 37,743 | |||||
| Prepaid expenses and other current assets | (66,613 | ) | 8,693 | |||||
| Lease liabilities | (289,770 | ) | (478,961 | ) | ||||
| Other non-current assets | 17,203 | 4,423 | ||||||
| Other non-current liabilities | (17,876 | ) | (39,904 | ) | ||||
| Accounts payable | (56,045 | ) | (652,888 | ) | ||||
| Contract liabilities | 364,300 | (321,266 | ) | |||||
| Advance from customers | - | 290,994 | ||||||
| Deferred subsidies | - | (47,288 | ) | |||||
| Accrued expenses and other liabilities | (155,021 | ) | (89,149 | ) | ||||
| Net cash used in operating activities | $ | (734,916 | ) | $ | (257,063 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Lend to related parties | $ | - | $ | (117,740 | ) | |||
| Repayment from related parties | - | 117,740 | ||||||
| Net cash provided by investing activities | $ | - | $ | - | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from bank loans | $ | 1,254,058 | $ | 1,326,931 | ||||
| Repayment of bank loans | (1,343,236 | ) | (1,249,471 | ) | ||||
| Borrowing from related parties | 2,149,613 | 406,373 | ||||||
| Repayment to related parties | (1,174,207 | ) | (567,539 | ) | ||||
| Net cash (used in) / provided by financing activities | $ | 886,228 | $ | (83,706 | ) | |||
| Effect of exchange rate changes | (3,541 | ) | 6,845 | |||||
| Total cash flows | $ | 147,771 | $ | (333,924 | ) | |||
| Cash at beginning of period | 227,826 | 607,449 | ||||||
| Cash at end of period | 375,597 | 273,525 | ||||||
| Net decrease in cash | $ | 147,771 | $ | (333,924 | ) | |||
| Supplementary Cash Flows Information | ||||||||
| Interest expense paid | 71,596 | 72,598 | ||||||
| Income tax paid | 1,393 | - | ||||||
| Non-Cash investing and financing activities | ||||||||
| To offset accounts receivable and exchange for fixed assets | 3,785 | - | ||||||
8