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 September 2025
Commission File Number: 001-42376
HUHUTECH International Group Inc.
3-1208 Tiananzhihui Compound
228 Linghu Road
Xinwu District, Wuxi City, Jiangsu Province
People’s Republic of China 214135
(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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
HUHUTECH International Group Inc. (the “Company”) is filing its unaudited financial results for the six months ended June 30, 2025 and to discuss its recent corporate developments. Attached as exhibits to this Report on Form 6-K are:
| ● | the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2025 and 2024 as Exhibit 99.1; |
| ● | the unaudited interim condensed consolidated financial statements and related notes as Exhibit 99.2; |
| ● | the press release titled “HUHUTECH International Group Inc. Announces Financial Results For The Six Months Ended June 30, 2025” as Exhibit 99.3; and |
| ● | interactive data file disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T. |
This report shall be deemed to be incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-283692) and shall be considered a part of each such registration statement from the date of filing, to the extent not superseded by documents or reports subsequently filed or furnished.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report on Form 6-K and the exhibits hereto contain “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent the Company’s beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements.
These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in the Company’s forward-looking statements, including with respect to correct measurement and identification of factors affecting the Company’s business or the extent of their likely impact, and the accuracy and completeness of the publicly available information with respect to the factors upon which the Company’s business strategy is based or the success of the Company’s business.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, the Company’s performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed more fully under the caption “Risk Factors” as well as other risks and factors identified from time to time in the Company’s SEC filings.
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.
| HUHUTECH International Group Inc. | ||
| Date: September 19, 2025 | By: | /s/ Yujun Xiao |
| Name: | Yujun Xiao | |
| Title: | Chief Executive Officer | |
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, 2025 and 2024 | |
| 99.2 | Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024 | |
| 99.3 | Press Release – HUHUTECH International Group Inc. Announces Financial Results For The Six Months Ended June 30, 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) |
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this annual report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report, particularly in “Risk Factors.” All amounts included herein with respect to the six months ended June 30, 2025, and 2024 are derived from our unaudited condensed consolidated financial statements included elsewhere in this annual report. Our financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.
Overview
We are a holding company incorporated as an exempted company on July 9, 2021 under the laws of the Cayman Islands. As a holding company with no material operations of our own, we conduct substantially all of our operations through HUHU China and HUHU Japan. HUHU China and HUHU Japan are professional system integration providers to design and implement integrated facility management systems and industrial automation monitoring systems mainly for the optoelectronic, semiconductor, telecom and logistic industries in the PRC and Japan. To expand our business to Europe, we incorporated a fully-owned subsidiary, Huhu Technologies Deutschland GmbH (“HUHU Deutschland”) in 2025.
The Company currently generates most of its revenues from system integration projects, which represented 95.7% and 97.9% of total revenue for the six months ended June 30, 2025 and 2024, respectively. We also generate revenue from product sales, which represented 4.3% and 0.4% of our revenue for the six months ended June 30, 2025 and 2024, respectively. Engineering consulting services represented nil and 1.7% of total revenue for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, our total revenues were approximately $9.8 million and $8.9 million, respectively.
On October 23, 2024, the Company closed the initial public offering (the “IPO” or the “Offering”) of its 1,050,000 ordinary shares priced at $4.00 per share. The net proceeds to the Company from the IPO, after deducting the underwriting discount, the underwriters’ fees and expenses, and the estimated offering expenses, were approximately $2.4 million.
Pursuant to the Underwriting Agreement, the Company also granted the underwriters a 45-day option to purchase up to 157,500 Ordinary Shares at the Public Offering Price, less the underwriting discount, to cover over-allotment, if any (the “Over-Allotment Option”). On November 19, 2024, the Representative exercised the Over-Allotment Option partially to purchase an additional 123,413 Ordinary Shares. The Company received approximately $432,000 in net proceeds from the partial exercise of the Over-Allotment Option, after deducting underwriting discounts and other estimated expenses payable by the Company. The closing of the Over-Allotment Option took place on November 21, 2024 (the “Over-Allotment Closing”).
Trends and Key Factors that Affect Operating Results
HUHU China currently derives a majority of its revenues from the system integration projects. Approximately 10% of the integration projects are long-term projects, which mainly include gas monitoring system, heat insulation system and facility monitoring and management system, and 90% are short-term contracts that are mainly supplemental contracts of long-term contracts. HUHU China intends to continually enhance the services and cross-sell new services to existing customers and acquire new customers by increasing market penetration with a deeper market coverage and broader geographical reach. HUHU China’s construction enterprise qualification is first-class and well recognized by clients. Maintaining and enhancing the recognition, image and acceptance of our brand are important to HUHU China’s ability to differentiate our products from and to compete effectively with our peers. Our brand image, however, could be jeopardized if we fail to maintain high product quality, pioneer and keep pace with evolving technology trends, or timely fulfill the orders for our products. If we fail to promote our brand or to maintain or enhance our brand recognition and awareness among our customers, or if we are subject to events or negative allegations affecting our brand image or the publicly perceived position of our brand, our business, results of operations and financial condition could be adversely affected.
HUHU China intends to expand the scope of services to the existing customers and acquire new customers by continually making significant investments in R&D. We plan to use 50% of our proceeds from IPO to construct a 5,000 square meter R&D plant in Xinwu District Wuxi City of Jiangsu Province, PRC and purchase equipment for production of equipment for gas supply systems. For the six months ended June 30, 2025 and 2024 we incurred R&D expense of $520,479 and $511,674, respectively. We will continue to improve upon and expand our production and products offerings through our research and development and technology innovations in order to deliver innovative products. We expect our research and development spending to stay above the amounts from the past years. Our business is closely related to the software and semiconductor industry, which is now experiencing rapid technological changes. Failure to anticipate technology innovations or adapt to such innovations in a timely manner, or at all, may result in our products becoming obsolete at sudden and unpredictable intervals. We monitor a number of financial and non-financial key business metric to evaluate on a regular basis business and growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies. We believe that some of the most important measures include gross margin, operating margin, net income (loss) as well as the non-financial key metrics discussed below which may differ from other similarly titled metrics used by other companies, securities analysts or investors.
Number of contracts for our system integration projects
We monitor the number of contracts with customers for our system integration projects. The number of contracts will directly impact our results of operations, including revenues and gross margins for the foreseeable future. For the six months ended June 30, 2025, we completed 220 system integration projects, as compared to 98 projects for the six months ended June 30, 2024.
Average contract price for our system integration projects
We monitor the average contract price for our system integration projects, which impacts our future revenues and gross margins. Our average contract price decreased from $88,408 for the six months ended June 30, 2024 to $42,727 for the six months ended June 30, 2025. The average contract price is affected by number of new clients obtained, large contracts completed, and different clients customized needs. It varies across the presented financial periods.
Expansion of our geographic coverage
We believe there is a substantial opportunity to further grow our customer base by continuing to make significant investments in sales, marketing and brand awareness. Our ability to attract new customers will depend on a number of factors, including competitive dynamics in our targeted new geographical markets in Japan. We intend to expand our marketing and sales team with a focus on increasing sales in targeted geographies and customer segments. HUHU Japan started operation in July 2022. For the six months ended June 30, 2025 and 2024, HUHU Japan provided services to 17 and 10 clients, and completed 155 and 54 projects, respectively. For the six months ended June 30, 2025 and 2024, HUHU Japan contributed 60.9% and 47.6% of total revenue, respectively.
Results of Operations
For the six months ended June 30, 2025 and 2024
The following table summarizes the results of our operations for the six months ended June 30, 2025 and 2024, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
| For the Six Months Ended June 30, |
||||||||||||||||
| 2025 | 2024 | Change | % Change | |||||||||||||
| REVENUES: | ||||||||||||||||
| System integration projects | $ | 9,400,024 | $ | 8,663,958 | $ | 736,066 | 8.5 | % | ||||||||
| Engineering consulting services | — | 152,573 | (152,573 | ) | (100.0 | )% | ||||||||||
| Product sales | 417,448 | 36,948 | 380,500 | 1,029.8 | % | |||||||||||
| Total revenues | 9,817,472 | 8,853,479 | 963,993 | 10.9 | % | |||||||||||
| COST OF REVENUES: | ||||||||||||||||
| System integration projects | 6,300,692 | 5,645,837 | 654,855 | 11.6 | % | |||||||||||
| Engineering consulting services | — | 30,190 | (30,190 | ) | (100.0 | )% | ||||||||||
| Product sales | 377,584 | 26,899 | 350,685 | 1,303.7 | % | |||||||||||
| Total cost of revenues | 6,678,276 | 5,702,926 | 975,350 | 17.1 | % | |||||||||||
| GROSS PROFIT | 3,139,196 | 3,150,553 | (11,357 | ) | (0.4 | )% | ||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Selling expenses | 899,367 | 500,032 | 399,335 | 79.9 | % | |||||||||||
| General and administrative expenses | 10,330,446 | 909,952 | 9,420,494 | 1035.3 | % | |||||||||||
| Research and development expenses | 520,479 | 511,674 | 8,805 | 1.7 | % | |||||||||||
| Total operating expenses | 11,750,292 | 1,921,658 | 9,828,634 | 511.5 | % | |||||||||||
| (Loss) income from operations | (8,611,096 | ) | 1,228,895 | (9,839,991 | ) | (800.7 | )% | |||||||||
| OTHER INCOME (EXPENSES): | ||||||||||||||||
| Interest income | 6,736 | 1,523 | 5,213 | 342.3 | % | |||||||||||
| Interest expense | (64,246 | ) | (49,185 | ) | (15,061 | ) | 30.6 | % | ||||||||
| Other income (expenses), net | 2,051 | (100,698 | ) | 102,749 | (102.0 | )% | ||||||||||
| Total other expenses, net | (55,459 | ) | (148,360 | ) | 92,901 | (62.6 | )% | |||||||||
| (LOSS) INCOME BEFORE INCOME TAXES | (8,666,555 | ) | 1,080,535 | (9,747,090 | ) | (902.1 | )% | |||||||||
| Provision for income taxes | 64,686 | 231,208 | (166,522 | ) | (72.0 | )% | ||||||||||
| NET (LOSS) INCOME | $ | (8,731,241 | ) | $ | 849,327 | $ | (9,580,568 | ) | (1,128.0 | )% | ||||||
Revenues
We derive revenues from three sources: (1) system integration projects, (2) engineering consulting services, and (3) product sales.
The Company is a professional system integration provider to design and implement integrated facility management systems and industrial automation monitoring systems mainly for optoelectronic, semiconductor, telecom and logistic industries. For the six months ended June 30, 2025, our total revenue was approximately $9.8 million as compared to $8.9 million for the six months ended June 30, 2024. The Company’s total revenue increased by approximately $1.0 million, or 10.9%. The overall increase in total revenue was primarily attributable to a $0.7 million increase in revenue from system integration projects and a $0.4 million increase in revenue from product sales.
Revenue from system integration projects
The Company’s revenues from system integration projects are normally under fixed-price contracts that may last from six months to three years. Most of our system integration project contracts are short term contracts. Our system integration project contracts require the Company to perform customized services of project planning, system coding, installation of hardware and equipment, and configuration based on customers’ specific needs which requires significant customization. Revenue is recognized over the contract time using an input method under which the percentage of revenue to be recognized for a given project is measured by the estimates of the extent of progress towards project completion.
For the six months ended June 30, 2025, revenue from system integration projects was approximately $9.4 million as compared to $8.7 million for the six months ended June 30, 2024, representing an increase of $0.7 million or 8.5%, which was due to the expansion of our business in the Japanese market for the six months ended June 30, 2025. The number of contracts we completed were 220 and 98 for the six months ended June 30, 2025 and 2024, respectively. The average contract price decreased from $88,408 for the six months ended June 30, 2024 to $42,727 for the six months ended June 30, 2025.
Revenue from engineering consulting services
Revenues generated from engineering consulting services are recognized upon the delivery of the engineering report as the Company’s performance obligations are satisfied. For the six months ended June 30, 2025, revenues from engineering consulting services was nil, as compared to $0.2 million for the six months ended June 30, 2024. The decrease in revenue from engineering consulting services was mainly due to a shift of focus on system integration projects for the six months ended June 30, 2025.
Revenue from product sales
Revenues from product sales is recognized when delivery has occurred and the customer accepts the equipment and the Company has no performance obligations after the acceptance.
For the six months ended June 30, 2025, our product sales were approximately $0.4 million as compared to $0.04 million for the six months ended June 30, 2024. The increase of product sales revenue was due to increase in product needs along with system integration projects in the six months ended June 30, 2025.
Cost of Revenues
Our cost of revenues mainly consists of outsourcing costs, material costs and compensation expenses for our professionals. Our total cost of revenues increased by approximately $1.0 million or 17.1% from approximately $5.7 million for the six months ended June 30, 2024 to approximately $6.7 million for the six months ended June 30, 2025.
Cost of system integration projects increased by approximately $0.7 million or 11.6% from approximately $5.6 million for the six months ended June 30, 2024 to approximately $6.3 million for the six months ended June 30, 2025. The increase was consistent with the increase of the revenue from system integration projects.
Cost of product sales increased by approximately $0.4 million from $0.03 million for the six months ended June 30, 2024 to approximately $0.4 million for the six months ended June 30, 2025. The increase was consistent with the increase of the revenue from product sales.
Gross profit
| For the Six Months Ended June 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| GROSS PROFIT | Gross Profit |
Gross Margin |
Gross Profit |
Gross Margin |
Change | % of Change |
||||||||||||||||||
| System integration projects | $ | 3,099,332 | 33.0 | % | $ | 3,018,121 | 34.8 | % | $ | 81,211 | 2.7 | % | ||||||||||||
| Engineering consulting services | — | — | % | 122,383 | 80.2 | % | (122,383 | ) | (100.0 | )% | ||||||||||||||
| Product sales | 39,864 | 9.5 | % | 10,049 | 27.2 | % | 29,815 | 296.7 | % | |||||||||||||||
| Total gross profit | $ | 3,139,196 | 32.0 | % | $ | 3,150,553 | 35.6 | % | $ | (11,357 | ) | (0.4 | )% | |||||||||||
Our gross profit decreased by approximately $0.01 million or 0.4% from approximately $3.2 million for the six months ended June 30, 2024 to approximately $3.1 million for the six months ended June 30, 2025. Gross margin as a percent of overall revenue for the six months ended June 30, 2025 and 2024 was 32.0% and 35.6%, respectively.
Gross profit for system integration projects increased by approximately $0.1 million from approximately $3.0 million for the six months ended June 30, 2024 to approximately $3.1 million for the six months ended June 30, 2025. Gross profit margin for the six months ended June 30, 2025 and 2024 was 33.0% and 34.8%, respectively. The decrease of the gross margin for the six months ended June 30, 2025 was a result of increasing engineering outsourcing.
Gross profit for product sales increased from $10,049 for the six months ended June 30, 2024 to $39,864 for the six months ended June 30, 2025. Gross profit margin for the six months ended June 30, 2025 and 2024 was 9.5% and 27.2%, respectively. Gross profit margin for products sales was depending on the type of hardware customer needed in the process of system integration projects.
Operating Expenses
| For the six months Ended June 30, |
||||||||||||||||
| 2025 | 2024 | Change | % Change | |||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Selling expenses | $ | 899,367 | $ | 500,032 | $ | 399,335 | 79.9 | % | ||||||||
| General and administrative expenses | 10,330,446 | 909,952 | 9,420,494 | 1035.3 | % | |||||||||||
| Research and development expenses | 520,479 | 511,674 | 8,805 | 1.7 | % | |||||||||||
| Total operating expenses | $ | 11,750,292 | $ | 1,921,658 | $ | 9,828,634 | 511.5 | % | ||||||||
Our operating expenses consist of selling, general and administrative and R&D expenses. Operating expenses increased by approximately $9.8 million or 511.5%, from approximately $1.9 million for the six months ended June 30, 2024 to approximately $11.8 million for the six months ended June 30, 2025. The increase in our operating expenses was primarily due to the increases in general and administrative expenses of approximately $9.4 million, and increases in selling expenses of approximately $0.4 million.
Selling expenses primarily consisted of promotional fees, advertising expenses, travel, salary and compensation expenses relating to our sales personnel and other expenses relating to our sales activities. Selling expenses increased by approximately $0.4 million or 79.9% from approximately $0.5 million for the six months ended June 30, 2024 to approximately $0.9 million for the six months ended June 30, 2025 mainly due to the operation increased business promotion expenses of HUHU Japan.
General and administrative expenses primarily consisted of salary and compensation expenses relating to our accounting, human resources and executive office personnel, and included rental expenses, depreciation and amortization expenses, office overhead, impairment losses, professional service fees and travel and transportation costs. General and administrative expenses increased by approximately $9.4 million or 1,035.3% from approximately $0.9 million for the six months ended June 30, 2024 to approximately $10.3 million for the six months ended June 30, 2025. The significant increase in G&A expenses are contributed by (i) an approximately $8.8 million increase in share-based compensation; (ii) an approximately $0.2 million increase in salary and compensation; (iii) an approximately $0.2 million increase in other items including lease expenses and office expenses. On November 28, 2024, the Board of Directors of HUHUTECH International Group Inc. approved and adopted an equity incentive plan (the “2024 Equity Incentive Plan”), which allowed for issuance of up to 2,000,000 Ordinary Shares to employees, non-employee directors, officers and consultants for services rendered to the Company. On January13, 2025, the Company issued 2,000,000 ordinary shares under 2024 Equity Incentive Plan. The fair value of the shares issued amounted to $8,800,000 based on a $4.4 share price on the approval date.
R&D expenses primarily consisted of materials, compensation and benefit expenses relating to our R&D personnel as well as office overhead and other expenses relating to our R&D activities. Our R&D expenses stayed at approximately $0.5 million for the six months ended June 30, 2025 and 2024, representing 5.8% and 5.3% of our total revenues for the six months ended June 30, 2024 and 2025, respectively.
Other Income (Expense)
Other income (expense) primarily consists of interest income, interest expense and other income. Our net other expense decreased from approximately $148,000 for the six months ended June 30, 2024 to approximately $55,000 for the six months ended June 30, 2025. The change was mainly due to a decrease of approximately $20,000 in exchange loss, a decrease of approximately $20,000 in bank charges and a decrease of approximately $32,000 in employee severance pay.
Income tax provision
Income tax provision was $64,686 and $231,208 for the six months ended June 30, 2025 and 2024, respectively. Under the EIT Law of PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemptions may be granted on a case-by-case basis. According to PRC tax regulations, 200% of current year R&D expense approved by the local tax authority may be deducted from taxable income since January 1, 2021 and HUHU China obtained the “high-tech enterprise” tax status in June 2023, which reduced its statutory income tax rate to 15%. The new certificate is valid for three years and expires in December 2025. Under Japanese tax laws, HUHU Japan is subject to a statutory income tax rate at 20% on income that is generated in Japan.
Net (loss) Income
As a result of reasons and circumstances discussed above, our net loss amounted to approximately $8.7 million for the six months ended June 30, 2025, as compared to a net income of approximately $0.8 million for the six months ended June 30, 2024.
Other comprehensive loss
Foreign currency translation loss amounted to $347,485 and $336,141 for the six months ended June 30, 2025 and 2024, respectively. The balance sheet amounts with the exception of equity as of June 30, 2025 were translated at RMB7.1636 to USD1.00 as compared to RMB7.2993 to USD1.00 as of December 31, 2024. The equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the six months ended June 30, 2025 and 2024 were RMB7.2526 to USD1.00 and RMB7.2150 to USD1.00, respectively. The change in the value of the RMB relative to the U.S. dollar may affect our financial results reported in the U.S, dollar terms without giving effect to any underlying change in our business or results of operations. The balance sheet amounts with the exception of equity as of June 30, 2025 were translated at JPY144.17 to USD1.00 as compared to JPY157.37 to USD1.00 as of December 31, 2024. The equity accounts were stated at their historical rate. The average translation rates applied to the income statements accounts for the six months ended June 30, 2025 and 2024 were JPY148.38 to USD1.00 and JPY152.20 to USD1.00, respectively. The change in the value of the JPY relative to the U.S. dollar may affect our financial results reported in the U.S, dollar terms without giving effect to any underlying change in our business or results of operations.
Liquidity and Capital Resources
Substantially all of our operations are conducted in China and Japan. Majority of our revenue, expenses, and cash are denominated in RMB. RMB is subject to the exchange managements regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange management regulations on converting RMB into U.S. dollars. As of June 30, 2025, the aggregate amount of cash in banks of $569,350 was held at major financial institutions in the PRC. As of June 30, 2025, the aggregate amount of cash in banks of $1,869,870 was held at major financial institutions in the Japan.
We have historically funded our working capital needs primarily from operations, bank loans, advance payments from customers and capital contributions from shareholders. As of June 30, 2025, we had working capital of approximately $3.6 million. For the six months ended June 30, 2025, we generated net loss of approximately $8.7 million. The Company’s cash used in operations amounted to approximately $0.5 million for the six months ended June 30, 2025. The working capital requirements are affected by the efficiency of operations, the numerical volume and dollar value of revenue contracts, the progress or execution on customer contracts, and the timing of accounts receivable collections.
In assessing our liquidity, we monitor and analyze our cash on hand, our ability to generate sufficient revenue sources in the future and our operating and capital expenditure commitments. As of June 30, 2025, we had unrestricted cash of approximately $3.0 million. As of June 30, 2025 our bank loan balance was approximately $5.5 million, we expect to renew most of our bank loans based on good credit history.
We also had restricted cash of $57,151 as of June 30, 2025. Restricted cash consists of cash and cash equivalents which is used as collateral to secure notes payable. A note payable is a draft issued by a bank for payments in future, which defers the payment until the due date for redeeming the note. According to the notes payable agreement with the bank, 50%-100% of the amount is required to be deposited at the bank as security for the notes payable. The Company earns interest at a variable rate per month on this restricted cash balance.
The Cayman holding company is a holding company with no material operations of its own. We conduct our operations primarily through HUHU China and HUHU Japan. As a result, the Company’s ability to pay dividends depends upon dividends paid by our subsidiaries. HUHU China is permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our subsidiaries are required to set aside at least 10% of their after-tax profits each year based on PRC accounting standards, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. The statutory reserve funds are not distributable as cash dividends. Remittance of dividends by our subsidiaries out of China is subject to examination by the banks designated by SAFE. Our subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. In addition, we would need to accrue and pay withholding taxes if we were to distribute funds from HUHU China to us. We do not intend to repatriate such funds in the foreseeable future, as we plan to use existing cash balance in PRC for general corporate purposes. When HUHU Japan pays dividends to its parent company in Cayman, it is subject to restrictions under the Japanese Corporate Law.
The Company believes that its cash on hand and operating cash flows will be sufficient to fund its operations over at least the next 12 months from the date of this annual report. However, the Company may need additional cash resources in the future if the Company experiences changed business conditions or other developments, and/or access to short term bank loans, and may also need additional cash resources in the future if the Company wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed the Company’s amounts of cash on hand, the Company may seek to issue debt or equity securities or obtain a credit facility.
For the six months ended June 30, 2025 and 2024
The following summarizes the key components of our cash flows for the six months ended June 30, 2025 and 2024:
| For the Six Months Ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Net cash (used in) provided by operating activities | $ | (523,403 | ) | $ | 303,082 | |||
| Net cash used in investing activities | (98,901 | ) | (1,556,739 | ) | ||||
| Net cash (used in) provided by provided by financing activities | (43,326 | ) | 2,986,320 | |||||
| Effect of exchange rate change on cash | 378,523 | (265,228 | ) | |||||
| Net (decrease) increase in cash | $ | (287,107 | ) | $ | 1,467,435 | |||
Operating Activities
Net cash used in operating activities was approximately $0.5 million for the six months ended June 30, 2025, which mainly consisted of approximately $8.7 million of net loss, adjustment of $8.9 million non-cash items, and changes in working capital, which primarily comprised of an increase in accounts receivable of approximately $1.4 million and an increase in accounts receivable related party of approximately $0.9 million due to increase in revenue, an increase in advance to vendors of approximately $0.2 million due to more projects, an increase in prepayments and other assets of approximately $0.1 million and an decrease in taxes payable of approximately $0.2 million, offset by an increase in accrued expenses and other liabilities of approximately $0.6 million, an increase in advance from customers of approximately $0.6 million due to more projects, an increase in accounts payables of approximately $0.5 million, an decrease in inventories of approximately $0.2 million and an decrease in note receivable of approximately $0.2 million.
Net cash provided by operating activities was approximately $0.3 million for the six months ended June 30, 2024, which mainly consisted of approximately $0.8 million of net income, adjustment of $0.3 million non-cash items, and changes in working capital, which primarily comprised of: an increase in advance from customers of approximately $1.7 million due to more projects, an increase in taxes payable of approximately $0.3 million, an increase in accrued expenses and other liabilities of approximately $0.2 million, offset by an increase in accounts receivable of approximately $1.4 million due to increase in revenue, an increase in advance to vendors of approximately $0.8 million, an increase in due from related parties of approximately $0.6 million, and an increase in inventories of approximately $0.3 million
Investing Activities
Net cash used in investing activities was approximately $0.1 million for the six months ended June 30, 2025, mainly consisting of purchases of property and equipment.
Net cash used in investing activities was approximately $1.6 million for the six months ended June 30, 2024, mainly consisting of purchases of property and equipment.
Financing Activities
Net cash used in financing activities was approximately $0.04 million for the six months ended June 30, 2025, which consisted of proceeds from loan third-party of approximately $0.5 million, advances from related parties of approximately $0.3 million and proceeds from bank loans of approximately $3.8 million, offset by repayment of notes payable of approximately $0.6 million and repayment of bank loans of approximately $3.2 million.
Net cash provided by financing activities was approximately $3.0 million for the six months ended June 30, 2024, which consisted of proceeds from bank loans of approximately $5.2 million, offset by repayment of short-term bank loans of approximately $1.7 million, repayment from related parties of approximately $0.9 million, repayment of notes payable of approximately $0.4 million and payment of offering costs of approximately $0.1 million.
Capital Expenditures
The Company made capital expenditures of approximately $0.1 million and $1.6 million for the six months ended June 30, 2025 and 2024, respectively. In these periods, our capital expenditures were mainly used for purchases of property, intangible assets and equipment in connection with our expansion in Japan. The Company will continue to make capital expenditures to meet the expected growth of its business.
Off-Balance Sheet Arrangements
There were no off-balance sheet arrangements for the six months ended June 30, 2025 and 2024 that have or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.
Research and development, patents and licenses, etc.
See “Item 4. Information on the Company — Research and Development” and “Item 4. Information on the Company — Intellectual Property” of 20-F filed on April 29, 2025.
Trend Information
Other than as described elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information not necessarily to be indicative of future operating results or financial condition.
Critical Accounting Estimates
In preparing the unaudited condensed consolidated financial statements we have made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Accounting estimates are deemed critical if they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. No critical accounting estimate was identified in the preparation of our unaudited condensed consolidated financial statements. A summary of our significant accounting policies which are important to the portrayal of our financial condition and results of operations is set forth in Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this filing.
Exhibit 99.2
HUHUTECH
INTERNATIONAL GROUP INC. AND SUBSIDIARIES
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-
HUHUTECH
INTERNATIONAL GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of June 30, |
As of December 31, |
|||||||
| 2025 | 2024 | |||||||
(unaudited) |
||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 2,978,868 | $ | 3,102,865 | ||||
| Restricted cash | 57,151 | 220,261 | ||||||
| Note receivable | 6,587 | 254,092 | ||||||
| Accounts receivable, net | 11,170,072 | 9,633,289 | ||||||
| Accounts receivable – a related party | 950,052 | — | ||||||
| Inventories | 982,954 | 1,175,241 | ||||||
| Advance to vendors | 348,713 | 150,637 | ||||||
| Prepayments and other assets, net | 181,046 |
80,137 | ||||||
| TOTAL CURRENT ASSETS | 16,675,443 |
14,616,522 | ||||||
| Property, plant and equipment, net | 5,016,051 | 4,978,080 | ||||||
| Intangible assets, net | 65,793 | 79,985 | ||||||
| Deferred tax assets | 526,349 |
326,087 | ||||||
| Right-of-use assets, net | 168,375 | 183,815 | ||||||
| TOTAL ASSETS | $ | 22,452,011 | $ | 20,184,489 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short term bank loans | $ | 2,861,690 | $ | 5,273,678 | ||||
| Long-term bank loan - current | 251,270 | — | ||||||
| Loan payable from third-party | 500,000 | — | ||||||
| Notes payable | 190,501 | 733,996 | ||||||
| Accounts payable | 5,014,033 | 4,466,933 | ||||||
| Due to a related party | 506,115 | 246,454 | ||||||
| Advance from customers | 2,028,683 | 1,403,628 | ||||||
| Accrued expenses and other liabilities | 1,398,421 | 732,419 | ||||||
| Taxes payable | 204,332 | 356,889 | ||||||
| Operating lease liabilities – current | 119,579 | 104,088 | ||||||
| TOTAL CURRENT LIABILITIES | 13,074,624 | 13,318,085 | ||||||
| Long term bank loans | 2,421,807 | 260,299 | ||||||
| Operating lease liabilities – non-current | 13,867 | 80,636 | ||||||
| TOTAL LIABILITIES | 15,510,298 | 13,659,020 | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 13) | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Ordinary shares, $0.0000025 par value, 20,000,000,000 shares authorized, 23,173,413 and 21,173,413 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | 58 | 53 | ||||||
| Additional paid-in capital | 13,495,345 | 4,695,350 | ||||||
| Statutory reserves | 343,077 | 343,077 | ||||||
| (Accumulated deficit) retained earnings | (6,704,455 | ) | 2,026,786 | |||||
| Accumulated other comprehensive loss | (192,312 | ) | (539,797 | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | 6,941,713 | 6,525,469 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 22,452,011 | $ | 20,184,489 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-
HUHUTECH
INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(unaudited)
| For
the Six Months Ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Revenues – third parties | $ | 9,337,289 | $ | 8,853,479 | ||||
| Revenues – related party | 480,183 | — | ||||||
| Total Revenues | 9,817,472 | 8,853,479 | ||||||
| Cost of revenues – third parties | 6,533,648 | 5,137,460 | ||||||
| Cost of revenues – related party | 144,628 | 565,466 | ||||||
| Total cost of revenues | 6,678,276 | 5,702,926 | ||||||
| Gross profit | 3,139,196 | 3,150,553 | ||||||
| Operating expenses: | ||||||||
| Selling expenses | 899,367 | 500,032 | ||||||
| General and administrative expenses | 10,330,446 | 909,952 | ||||||
| Research and development expenses | 520,479 | 511,674 | ||||||
| Total operating expenses | 11,750,292 | 1,921,658 | ||||||
| (Loss) Income from operations | (8,611,096 | ) | 1,228,895 | |||||
| Other income (expense): | ||||||||
| Interest income | 6,736 | 1,523 | ||||||
| Interest expense | (64,246 | ) | (49,185 | ) | ||||
| Other expense, net | 2,051 | (100,698 | ) | |||||
| Total other expense, net | (55,459 | ) | (148,360 | ) | ||||
| (Loss) income before income taxes | (8,666,555 | ) | 1,080,535 | |||||
| Provision for income taxes | 64,686 | 231,208 | ||||||
| Net (loss) income | (8,731,241 | ) | 849,327 | |||||
| Comprehensive income (loss) | ||||||||
| Foreign currency translation adjustments | 347,485 | (336,141 | ) | |||||
| Comprehensive (loss) income | $ | (8,383,756 | ) | $ | 513,186 | |||
| (Loss) earnings per share | ||||||||
| Basic and diluted | $ | (0.38 | ) | $ | 0.04 | |||
| Weighted average number of shares outstanding | ||||||||
| Basic and diluted | 23,018,717 | 20,000,000 | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-
HUHUTECH
INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited)
| Ordinary shares | Additional
paid-in |
Statutory | (Accumulated deficit) retained | Accumulated
other comprehensive |
Total shareholders’ |
|||||||||||||||||||||||
| Shares | Amount | capital | reserves | earnings | loss | equity | ||||||||||||||||||||||
| Balance at January 1, 2025 | 21,173,413 | $ | 53 | $ | 4,695,350 | $ | 343,077 | $ | 2,026,786 | $ | (539,797 | ) | $ | 6,525,469 | ||||||||||||||
| Net loss | — | — | — | — | (8,731,241 | ) | — | (8,731,241 | ) | |||||||||||||||||||
| Share-based compensation | 2,000,000 | 5 | 8,799,995 | — | — | — | 8,800,000 | |||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | 347,485 | 347,485 | |||||||||||||||||||||
| Balance at June 30, 2025 | 23,173,413 | $ | 58 | $ | 13,495,345 | $ | 343,077 | $ | (6,704,455 | ) | $ | (192,312 | ) | $ | 6,941,713 | |||||||||||||
| Balance at January 1, 2024 | 20,000,000 | $ | 50 | $ | 1,738,179 | $ | 343,077 | $ | 3,958,029 | $ | (258,538 | ) | $ | 5,780,797 | ||||||||||||||
| Net income | — | — | — | — | 849,327 | — | 849,327 | |||||||||||||||||||||
| Statutory reserves appropriation | — | — | — | 9,788 | (9,788 | ) | — | — | ||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | (336,141 | ) | (336,141 | ) | |||||||||||||||||||
| Balance at June 30, 2024 | 20,000,000 | $ | 50 | $ | 1,738,179 | $ | 352,865 | $ | 4,797,568 | $ | (594,679 | ) | $ | 6,293,983 | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-
HUHUTECH
INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| For
the Six Months Ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | (8,731,241 | ) | $ | 849,327 | |||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | 169,951 | 223,891 | ||||||
| Provision for credit losses | 30,265 | 26,263 | ||||||
| Deferred tax benefit | (191,703 | ) | (3,939 | ) | ||||
| Amortization of operating lease right-of-use assets | 73,034 | 55,659 | ||||||
| Share-based compensation | 8,800,000 | — | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (1,375,962 | ) | (1,365,703 | ) | ||||
| Accounts receivable - related party | (938,394 | ) | — | |||||
| Notes receivable | 249,223 | (3,881 | ) | |||||
| Inventories | 211,917 | (277,321 | ) | |||||
| Prepayments and other assets | (98,286 | ) | (19,867 | ) | ||||
| Advance to vendors | (195,164 | ) | (687,971 | ) | ||||
| Advance to vendors – related party | — | (69,300 | ) | |||||
| Due from related parties | — | (578,513 | ) | |||||
| Accounts payable | 467,452 | 48,242 | ||||||
| Accrued expenses and other liabilities | 645,080 | 159,134 | ||||||
| Advance from customers | 591,122 | 1,710,559 | ||||||
| Taxes payable | (157,026 | ) | 291,930 | |||||
| Operating leases liabilities | (73,671 | ) | (55,428 | ) | ||||
| Net cash (used in) provided by operating activities | (523,403 | ) | 303,082 | |||||
| Cash flows from investing activities: | ||||||||
| Additions to property, plant, and equipment | (93,665 | ) | (1,556,739 | ) | ||||
| Additions to intangible assets | (5,236 | ) | — | |||||
| Net cash used in investing activities | (98,901 | ) | (1,556,739 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayments to related parties | — | (868,438 | ) | |||||
| Advances from related parties | 261,158 | — | ||||||
| Loan from third-party | 500,000 | — | ||||||
| (Repayments of) proceeds from bank acceptance notes payable, net | (550,559 | ) | 427,044 | |||||
| Proceeds from short-term bank loans | 5,403,440 | 4,487,582 | ||||||
| Repayment of short-term bank loans | (7,995,277 | ) | (1,663,202 | ) | ||||
| Proceeds from long-term bank loans | 2,412,000 | 693,001 | ||||||
| Repayment of long-term bank loans | (74,088 | ) | — | |||||
| Payment of offering costs | — | (89,667 | ) | |||||
| Net cash (used in) provided by financing activities | (43,326 | ) | 2,986,320 | |||||
| Effect of exchange rate changes on cash and restricted cash | 378,523 | (265,228 | ) | |||||
| Net (decrease) increase in cash and restricted cash | (287,107 | ) | 1,467,435 | |||||
| Cash and restricted cash at the beginning of period | 3,323,126 | 2,846,659 | ||||||
| Cash and restricted cash at the end of period | $ | 3,036,019 | $ | 4,314,094 | ||||
| Reconciliation of cash and restricted cash, end of period | ||||||||
| Cash | $ | 2,978,868 | $ | 4,120,178 | ||||
| Restricted cash | 57,151 | 193,916 | ||||||
| Cash and restricted cash at the end of period | $ | 3,036,019 | $ | 4,314,094 | ||||
| Supplemental cash flow disclosures: | ||||||||
| Cash paid for income tax | $ | 1,795 | $ | 97,101 | ||||
| Cash paid for interest | $ | 40,657 | $ | 36,403 | ||||
| Non-cash investing activities: | ||||||||
| Right-of-use assets obtained in exchange for operating lease obligations | $ | 54,345 | $ | 15,287 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-
HUHUTECH
INTERNATIONAL GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION
HUHUTECH International Group Inc. (“HUHUTECH” or the “Company”) is a holding company incorporated under the laws of the Cayman Islands on July 8, 2021. HUHUTECH, through its wholly-owned subsidiaries is a professional system integration provider to design and implement integrated facility management systems and industrial automation monitoring systems mainly for the optoelectronic, semiconductor, telecom and logistic industries in the People’s Republic of China (“China” or “PRC”) and Japan.
Reorganization
A Reorganization of the legal structure was completed on January 14, 2022. The Reorganization involved the incorporations of HUHUTECH International Group Inc., a Cayman Islands holding company; HUHUTECH (HK) Limited (“HUHU HK”), a holding company established in Hong Kong, PRC; Wuxi Xinwu District Jianmeng Electromechanical Technology Co., Ltd (“WFOE”), a company established in the PRC; and the transfer of Jiangsu Huhu Electromechanical Technology Co., Ltd (“HUHU China”), a company established in the PRC, to WFOE.
Before and after the Reorganization, the Company, together with its subsidiaries, are effectively controlled by the same shareholder, who is the Chief Executive Officer (“CEO”) and the Chairman of the Board of Directors of the Company, therefore the reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. 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.
Details of the subsidiaries of the Company as of June 30, 2025 are set out below:
| Name of Entity | Date of Incorporation/Acquisition |
Jurisdiction of Formation |
Percentage of Ownership |
Principal Activities |
||||
| HUHUTECH (HK) Limited (“HUHU HK”) | July 28, 2021 | Hong Kong, PRC | 100% by HUHU | Investment holding | ||||
| Wuxi Xinwu District Jianmeng Electromechanical Technology Co., Ltd (“WFOE”) | December 10, 2021 | PRC | 100% by HUHU HK | Investment holding | ||||
| Jiangsu Huhu Electromechanical Technology Co., Ltd. (“HUHU China”) | August 20, 2015 | PRC | 100% by WFOE | System integration and engineering services | ||||
| Huhu Technology Co., Ltd. (“HUHU Japan”) | April 25, 2022 | JAPAN | 100% by HUHU | System integration and engineering services | ||||
| ADPIRATIONAL TECHNLOGY CO. (“HUHU USA”) | January 30, 2025 | USA | 100% by HUHUTECH | System integration and engineering services | ||||
| Huhu Technologies Deutschland GmbH (HUHU “Deutschland”)* | May 7, 2025 | Germany | 100% by HUHUTECH | System integration and engineering services |
| * | The Company arranged the establishment of Huhu Deutschland with an employee as a nominee shareholder and legal representative. On March 7, 2025, the Company acquired the 100% equity interest in Huhu Deutschland from the employee for a consideration of €25,000, equivalent to the initial capital. Before the acquisition, HUHU Deutschland had no operation and did not meet the definition of a “business”. Given the fact that the Company effectively controls Huhu Deutschland since its inception, the Company believes the above restructure shall be accounted for under common control in accordance with ASC805-50-25-2 and ASC 805-50-45. |
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The interim results of operations are not necessarily indicative of results to be expected for any other interim period or for a full year. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of its financial position and operating results have been included. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024 and the notes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 29, 2025.
Principles of consolidation
The accompanying consolidated financial statements include the financial statements of HUHUTECH International Group Inc. and its subsidiaries. All inter-company balances and transactions have been eliminated upon consolidation.
F-
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Uses of estimates
In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements and are adjusted to reflect actual experience when necessary. Significant estimates required to be made by management include, but are not limited to allowance for credit losses, allowance for inventories obsolescence and revenue recognition. Actual results could differ from those estimates.
Cash
Cash comprises cash at banks and on hand. Cash balances in bank accounts in PRC are insured by the People’s Bank of China Financial Stability Department (“FSD”) where there is a RMB 500,000 (approximately $70,000) deposit insurance limit for a legal entity’s aggregated balance at each bank The Company had $1,869,870 in bank accounts in Japan as of June 30, 2025. Cash balances in bank accounts in Japan are insured pursuant to the Deposit Insurance Act in Japan. Under the Deposit Insurance Act in Japan, the maximum amount of protection is JPY 10 million (approximately $76,000) per customer within one bank.
Restricted cash
Restricted cash consists of cash and cash equivalents which are used as collateral to secure note payable. A note payable is a draft issued by a bank for payments in future, which defers the payment until the due date for redeeming the note. According to the notes payable agreement with the bank, 50% to 100% of the amount is required to be deposited at the bank as security for the notes payable. The security deposit for notes payable amounted to $57,151 and $220,261 as of June 30, 2025 and December 31, 2024, respectively. The Company earns interest at a variable rate per month on this restricted cash balance.
Notes receivable
Notes receivable are primarily bank acceptance notes. The Company’s accepts bank acceptance notes from customers for products sold or services performed in the ordinary course of business. Bank acceptance notes are primarily negotiable instruments with cash settlement from commercial banks within half a year. Upon receipt of the bank acceptance notes, the Company’s accounts receivable from the customer is derecognized. The notes receivable amounted to $6,587 and $254,092 as of June 30, 2025 and December 31, 2024, respectively. The Company reviews its notes receivable on a regular basis to determine if any allowance is necessary. The allowance is based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. The allowance for credit losses of notes receivable has been nil.
Accounts receivable, net
The Company followed ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): in measurement and recognition of expected credit losses for financial assets held and not accounted for at fair value through net income. Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for credit losses. The Company estimates the allowance for credit losses based on an analysis of the aging of accounts receivable, assessment of collectability, including any known or anticipated economic conditions, customer-specific circumstances, recent payment history and other relevant factors.
F-
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Inventories
Inventories are materials stated at the lower of cost or net realizable value. Costs include purchase price and related shipping costs. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as an inventory valuation allowance. Net realizable value is estimated using selling price in the normal course of business less any costs to complete and sell products. As of June 30, 2025 and December 31, 2024, the inventory valuation allowance was nil.
Advances to vendors
Advance to vendors consists of balances paid to suppliers for technical services and materials that have not been provided or received. Advances to suppliers are short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the collectability of the advance becomes doubtful. The Company uses the aging method to estimate the allowance for uncollectible balances. In addition, at each reporting date, the Company determines the adequacy of the allowance by evaluating all available information, and then records specific allowances for those advances based on the available facts and circumstances. As of June 30, 2025 and December 31, 2024, the allowance for uncollectible advances to vendors was nil.
Prepayments and other assets, net
Prepayments and other assets primarily consist of prepaid rents, expenses and deposit, which are presented net of allowance for credit losses. Prepayment and other assets are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the collectability of the advance becomes doubtful. The Company uses the aging method to estimate the allowance for uncollectible balances. The allowance is also based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of credit worthiness and the economic environment. Prepayment and other assets are written off against the allowances only after exhaustive collection efforts.
Impairment of long-lived assets
Long-lived assets, including property, plant and equipment and intangible assets with finite lives, are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for the six months ended June 30, 2025 and 2024.
Notes payable
Notes payable are bank acceptance notes issued by financial institutions on the Company’s behalf to vendors with a specific due date usually for a period of within 12 months. These notes can either be endorsed by the vendor to other third parties as payment or can be factored to other financial institutions before maturity date. As collateral security for financial institutions’ undertakings, the Company is required to maintain deposits with such financial institutions as restricted cash amounts of 50% to 100% of the balances of the bank acceptance notes.
F-
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Fair value of financial instruments
U.S. GAAP requires certain disclosures regarding the fair value of financial instruments. 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 (unadjusted) 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 market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, notes receivable, accounts receivable, advances to vendors, prepayments and other assets, accounts payable, accrued expenses and other liabilities, advances from customers, notes payable, due to or from related parties and bank loans, approximates their recorded values due to their short-term maturities. The Company determined that the carrying value of the short-term bank loans approximated their fair value by comparing the stated loan interest rate to the rate charged by similar financial institutions.
Revenue recognition
The Company accounts for revenue recognition under FASB ASC 606, Revenue from Contracts with Customers (“ASC 606”). In accordance with FASB ASC 606, Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:
Step 1: Identify the contract (s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company derives its revenues primarily from three sources: (1) system integration projects; (2) product sales; (3) engineering consulting services. All of the Company’s contracts with customers do not contain cancellable and refund-type provisions.
Revenue from system integration projects
The Company’s revenues from system integration projects are normally under fixed-price contracts that may last from six months to three years. These contracts require the Company to perform customized services of project planning, system coding, installation of hardware and equipment, and configuration based on the customers’ specific needs which requires significant customization. Upon delivery of the services and equipment, customer acceptance is generally required. In the same contract, the Company is required to provide a warranty period for one to two years (“warranty period”) after the customized project is delivered with a 3% – 10% holdback of the total contract price (“contract holdback”) which is to be paid after the end of warranty period. The Company determined the warranty clause included in the contractual term is directly related to the quality of the Company’s integration projects and there are no specific tasks to be performed during the warranty period, and therefore, consider it an assurance-type warranty. The warranty is not considered a separate performance obligation and no revenue is associated with these services under ASC 606. Thus, the Company identifies a single performance obligation for the system integration projects, which includes a series of integrated services of project planning, system coding, installation of hardware and equipment, and configuration. Because of the nature of the projects, and the contract owners perform inspection during the project and prior to acceptance, the Company has not experienced material warranty costs and, therefore, does not believe an accrual for these costs is necessary.
F-
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue is recognized over the contract term using an input method under which the percentage of revenue to be recognized for a given project is measured by the estimates of the extent of progress towards project completion. Such contracts provide that the customer accept completion of progress to date and compensate the Company for services rendered, which may be measured in terms of costs incurred, units installed, or some other measure of progress. Application of the input method requires the use of estimates of costs to be incurred for the performance of the contract. Contract costs include all direct material costs, direct labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, and all costs associated with operation of equipment. The contract holdback is recognized as revenue after the warranty period has expired. The warranty holdback amounted to $633,308 and $624,633 as of June 30, 2025 and December 31, 2024, respectively. The cost estimation process is based upon the professional knowledge and experience of the Company’s engineers, project managers and financial professionals. Management conducts monthly reviews to assess the contract’s schedule, performance, technical matters and estimated cost at completion. When changes in estimated contract costs are identified, such revisions may result in current period adjustments to operations applicable to performance in prior periods.
Revenue from product sales
The Company generates revenue primarily through the sale and delivery of promised goods to customers and recognizes revenue when control is transferred to customers, which typically occurs upon customer acceptance, in an amount that reflects the consideration the Company expects to be entitled to in exchange for the goods or services and is recorded net of value-added tax (“VAT”). The Company’s contracts with customers are primarily on a fixed-price basis and do not contain cancellable and refund-type provisions. The Company generally provides a one-year warranty against defects in materials related to the sale of products. The Company considerers the warranty as an assurance type warranty since the warranty provides the customer the assurance that the product complies with agreed-upon specifications. Estimated future warranty obligations are included in cost of product sales in the period in which the related revenue is recognized. The determination of the Company’s warranty accrual is based on actual historical experience with the product, estimates of repair and replacement costs and any product warranty problems that are identified after shipment. The Company estimates and adjusts these accruals at each balance sheet date in accordance with changes in these factors.
Revenue from engineering consulting services
Revenues generated from engineering consulting services are recognized upon the delivery of the engineering report as the Company’s performance obligations are satisfied. Expenses related to these types of services are recognized as incurred. Revenue from engineering consulting services was nil due to a shift of focus on system integration projects for the six months ended June 30, 2025.
Contract balances
Accounts receivable represent amounts invoiced and revenues recognized prior to invoicing when the Company has satisfied the Company’s performance obligation and has the unconditional rights to payment. Unearned revenues consist of payments received from customers related to unsatisfied performance obligations at the end of the period, and included in advance from customers. All unsatisfied performance obligation will be performed within the next twelve months and no significant financing component is involved. There is no significant financing component in the Company’s revenue arrangement because the Company’s expected length of time between the payment and when the Company transfers the promised services is less than 12 months. For the portion of security deposit with more than 12 months is measured at present value at the reporting date by its primary borrowing rate. The impact of discounted interest expenses is not material for the six months ended June 30, 2025 and 2024.
F-
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Disaggregation of revenues
For the six months ended June 30, 2025 and 2024, the disaggregation of revenues by major revenue stream is as follows:
| For
the Six Months Ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| System integration projects | $ | 9,400,024 | $ | 8,663,958 | ||||
| Product sales | 417,448 | 36,948 | ||||||
| Engineering consulting services | — | 152,573 | ||||||
| Total | $ | 9,817,472 | $ | 8,853,479 | ||||
Revenue by geographic area
The following table presents revenue by geographic location for the six months ended June 30, 2025 and 2024:
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| PRC | $ | 3,838,722 | $ | 4,654,089 | ||||
| Japan | 5,978,750 | 4,199,390 | ||||||
| Total revenues | $ | 9,817,472 | $ | 8,853,479 | ||||
Research and development costs
Research and development activities are directed toward the development of cleaning control system, ultrapure water control system, gas detection system, and temperature automatic control system used in the semiconductor manufacturing process. These costs, which primarily include salaries, contract services and supplies, are expensed as incurred.
Operating leases
The Company has lease contracts for manufacturing facilities and office space under operating leases. The Company determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at lease commencement. The Company measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Company estimates its incremental borrowing rate based on an analysis of weighted average interest rate of its own bank loans. The Company measures right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Company begins recognizing lease expense when the lessor makes the underlying asset available to the Company.
For leases with lease term less than one year (short-term leases), the Company records operating lease expense in its consolidated statements of income on a straight-line basis over the lease term and record variable lease payments as incurred.
F-
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Value added tax (“VAT”)
Revenue represents the invoiced value of goods and services, net of VAT. The VAT is based on gross sales price and VAT rates range from 6% to 13%, depending on the type of products sold or service provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company’s subsidiaries in PRC remain subject to examination by the tax authorities for five years from the date of filing.
Government grants
Government grants are recognized as income in other income, net or as a reduction of specific costs and expenses for which the grants are intended to compensate. Such amounts are recognized in the consolidated statements of income and comprehensive income upon receipt and all conditions attached to the grants are fulfilled. For the six months ended June 30, 2025 and 2024, the Company received $14,202 and $nil of government grants for various research programs, respectively. The benefit of these government grants, net of taxes, on net (loss) income per share (basic and diluted) was $0.001 and nil for the six months ended June 30, 2025 and 2024, respectively.
Income taxes
Cayman Islands
The Company is incorporated in the Cayman Islands and is not subject to tax on income or capital gains under the laws of the Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
Germany
Under Germany tax laws, HUHU Deutschland is subject to a statutory income tax rate at 15.825% if revenue is generated in Germany.
USA
HUHU USA is subject to 21% federal corporate income tax and a 4.9% Arizona state income tax.
Hong Kong
Under Hong Kong tax laws, HUHU HK is subject to a tax rate of 8.25% on assessable profits up to $255,102 (HK$2,000,000) and a tax rate of 16.5% on any part of assessable profits over $255,102 (HK$2,000,000) if revenue is generated in Hong Kong, and it is exempted from income tax on its foreign-derived income. There are no withholding taxes in Hong Kong on remittance of dividends.
PRC
Under the Enterprise Income Tax (“EIT”) Law of PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. EIT grants preferential tax treatment to High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. HUHU China was approved as a HNTE and is entitled to a reduced income tax rate of 15% beginning December 2022. The certificate is valid until December 2025
EIT is typically governed by the local tax authority in PRC. Each local tax authority at times may grant preferred tax treatment to local enterprises as a way to encourage entrepreneurship and stimulate local economy. The impact of the tax treatment noted above decreased PRC taxes by nil and $9,394 for the six months ended June 30, 2025 and 2024, respectively. The benefit of the preferred tax treatment on net (loss) income per share (basic and diluted) was nil and nil for the six months ended June 30,2025 and 2024, respectively.
Japan
Under Japanese tax laws, HUHU Japan is subject to a statutory income tax rate at 20% on income that is generated in Japan. There are no withholding taxes in Japan on remittance of dividends.
The Company accounts for income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
F-
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred for the six months ended June 30, 2025 and 2024. All of the tax returns of the Company’s subsidiaries in the PRC remain subject to examination by the tax authorities for five years from the date of filing.
(Loss) Earnings per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended June 30, 2025 and 2024, there were no dilutive shares.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annually period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Share-based compensation
The Company follows the provisions of ASC 718, “Compensation - Stock Compensation,” which establishes the accounting for employee and non-employee share-based awards. For employee share-based awards, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting on a straight-line basis over the requisite service period for the entire award.
F-
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Foreign currency translation
The functional currencies of the Company are the local currency of the county in which the subsidiaries operate. The Company’s consolidated financial statements are reported using U.S. Dollars. The results of operations and the consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect on that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component in accumulated other comprehensive income included in consolidated statements of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement of income and comprehensive income.
Since the Company operates primarily in the PRC, the Company’s main functional currency is the Chinese Yuan (“RMB”). HUHU Japan’s functional currency is the Japanese Yen (“JPY”). The Company’s consolidated financial statements have been translated into the reporting currency of U.S. Dollars (“US$”). The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in the translation.
The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:
| For
the Six Months Ended June 30, 2025 |
For
the Year Ended December 31, 2024 |
For
the 2024 |
||||||||||
| Period End RMB: USD exchange rate | 7.1636 | 7.2993 | 7.2672 | |||||||||
| Period Average RMB: USD exchange rate | 7.2526 | 7.1957 | 7.2150 | |||||||||
| Period End JPY: USD exchange rate | 144.17 | 157.37 | 160.88 | |||||||||
| Period Average JPY: USD exchange rate | 148.38 | 151.46 | 152.20 | |||||||||
| Period End EUR: USD exchange rate | 0.8496 | 0.9661 | 0.9336 | |||||||||
| Period Average EUR: USD exchange rate | 0.9138 | 0.9242 | 0.9251 | |||||||||
Comprehensive (loss) income
Comprehensive (loss) income consists of two components, net income and other comprehensive (loss) income. Other comprehensive (loss) income refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive (loss) income consists of foreign currency translation adjustments resulting from the Company not using US$ as its functional currency.
Segment reporting
In accordance with ASC Topic 280, Segment Reporting, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The Company’s CODM reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Company has only one reportable segment. The Company operates and manages its business in PRC China and Japan as a single segment.
Concentrations of risks
| (a) | Concentration of credit risk |
Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash, accounts receivable and other current assets. The maximum exposure of such assets to credit risk is their carrying amounts as at the balance sheet dates. As of June 30, 2025 and December 31, 2024, the aggregate amount of cash of $569,353 and $1,851,830, respectively, was held at major financial institutions in PRC. Cash balances in bank accounts in PRC are insured by the People’s Bank of China Financial Stability Department (“FSD”) where there is a RMB 500,000 (approximately $70,000) deposit insurance limit for a legal entity’s aggregated balance at each bank. As a result, balances in bank accounts in PRC that was not covered by FSD were $409,151 and $1,286,504 as of June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025 and December 31, 2024, the Company had $1,869,870 and $1,211,701 in bank accounts in Japan. Cash balances in bank accounts in Japan are insured pursuant to the Deposit Insurance Act in Japan. Under the Deposit Insurance Act in Japan, the maximum amount of protection is JPY 10 million (approximately $76,000) per customer within one bank. As a result, balance in bank accounts in Japan that not covered by Deposit Insurance Act were $1,688,343 and $1,147,701 as of June 30, 2025 and December 31, 2024, respectively. To limit the exposure to credit risk relating to deposits, the Company primarily places cash deposits with large financial institutions. The Company conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Company establishes an accounting policy to provide for allowance for credit losses based on the individual customer’s and supplier’s financial condition, credit history, and the current economic conditions.
F-
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
| (b) | Significant customers |
For the six months ended June 30, 2025, one customer accounted for 38.8% of total revenues. For the six months ended June 30, 2024, four customers accounted for 19.7%, 17.1%, 16.8% and 10.2% of total revenues, respectively. As of June 30, 2025, two customers accounted for 12.9% and 11.1% of total accounts receivable, respectively. As of December 31, 2024, four customers accounted for 13.8%, 12.2%, 11.1% and 10.0% of total accounts receivable, respectively.
| (c) | Significant suppliers |
For the six months ended June 30, 2025, two suppliers accounted for approximately 22.8% and 12.1% of total purchases, respectively. For the six months ended June 30, 2024, two suppliers accounted for approximately 12.7% and 10.7% of total purchases, respectively. As of June 30, 2025, four suppliers accounted for approximately 20.5%, 11.6%, 10.8% and 10.8% of total accounts payable, respectively. As of December 31, 2024, two suppliers accounted for approximately 18.0% and 16.7% of total accounts payable, respectively.
| (d) | Foreign currency risk |
A majority of the Company’s transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.
The Company’s functional currency is the local currency where the subsidiary operates in, mainly RMB and JPY, and the Company’s financial statements are presented in U.S. dollars. It is difficult to predict how market forces U.S. government policy may impact the exchange rate between the local currencies and the U.S. dollar in the future. The change in the value of the local currencies relative to the U.S. dollar may affect the Company’s financial results reported in the U.S. dollar terms without giving effect to any underlying changes in the Company’s business or results of operations. Currently, the Company’s assets, liabilities, revenues and costs are denominated in RMB and JPY. To the extent that the Company needs to convert U.S. dollars into RMB and JPY for capital expenditures and working capital and other business purposes, appreciation of RMB and JPY against U.S. dollars would have an adverse effect on the RMB and JPY amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB and JPY into U.S. dollars for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollars against RMB and JPY would have a negative effect on the U.S. dollar amount available to the Company.
F-
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Recent accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). This ASU requires that public business entities must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).” A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
In March 2024, the FASB issued ASU 2024-01, “Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”), which intends to improve clarity and operability without changing the existing guidance. ASU 2024-01 provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. Entities can apply the guidance either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC 326, Financial Instruments—Credit Losses, and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue Recognition. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial assets. ASU 2025-05 is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Company is currently assessing the impact this standard will have on the Company’s Consolidated Financial Statements.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.
F-
NOTE 3 — ACCOUNTS RECEIVABLE, NET
| June
30, 2025 |
December 31,
2024 |
|||||||
| Accounts receivable from third-party customers | $ | 11,575,253 | $ | 10,000,866 | ||||
| Less: allowance for credit losses | (405,181 | ) | (367,577 | ) | ||||
| Account receivable, net | $ | 11,170,072 | $ | 9,633,289 | ||||
| June
30, 2025 |
December 31,
2024 |
|||||||
| Accounts receivable from non-state-owned customers | $ | 9,177,228 | $ | 7,401,526 | ||||
| Accounts receivable from state-owned customers | 2,398,025 | 2,599,340 | ||||||
| Less: allowance for credit losses | (405,181 | ) | (367,577 | ) | ||||
| Account receivable, net | $ | 11,170,072 | $ | 9,633,289 | ||||
Allowance for credit losses movement is as follows:
| June
30, 2025 |
December 31,
2024 |
|||||||
| Beginning balance | $ | 367,577 | $ | 375,975 | ||||
| Provision | 30,265 | 1,900 | ||||||
| Foreign currency translation adjustments | 7,339 | (10,298 | ) | |||||
| Ending balance | $ | 405,181 | $ | 367,577 | ||||
Approximately $4.3 million or 37.2% of the account receivable balance as of June 30, 2025 has been collected as of September 16, 2025.
NOTE 4 — PREPAYMENTS AND OTHER ASSETS, NET
Prepayments and other assets consisted of the following:
| June
30, 2025 |
December 31,
2024 |
|||||||
| Prepaid rents | $ | 19,774 | $ | 18,000 | ||||
| Deposits | 26,151 | 27,906 | ||||||
| Prepaid expense | 15,289 | 37,699 | ||||||
| Value-added tax | 123,366 | — | ||||||
| Less: allowance for uncollectible balances | (3,534 | ) | (3,468 | ) | ||||
| Prepayments and other current assets; net | $ | 181,046 | $ | 80,137 | ||||
Allowance for credit losses movement is as follows:
| June
30, 2025 |
December 31,
2024 |
|||||||
| Beginning balance | $ | 3,468 | $ | 3,565 | ||||
| Foreign currency translation adjustments | 66 | (97 | ) | |||||
| Ending balance | $ | 3,534 | $ | 3,468 | ||||
F-
NOTE 5 — LEASES
The Company has several operating leases for manufacturing facilities and offices. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company adopts Topic 842 using a modified retrospective transition method. 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. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term.
Total lease expense amounted to $76,801 for the six months ended June 30, 2025, which included $3,767 interest and $73,034 amortization expenses of ROU assets. Total lease expense amounted to $60,494 for the six months ended June 30, 2024, which included $4,835 interest and $55,659 amortization expenses of ROU assets. Total cash paid for operating leases amounted to $91,691 and $77,674 for the six months ended June 30, 2025 and 2024, respectively.
Supplemental balance sheet information related to operating leases was as follows:
| June
30, 2025 |
December 31,
2024 |
|||||||
| Right-of-use assets, net | $ | 168,375 | $ | 183,815 | ||||
| Operating lease liabilities – current | $ | 119,579 | $ | 104,088 | ||||
| Operating lease liabilities – non-current | 13,867 | 80,636 | ||||||
| Total operating lease liabilities | $ | 133,446 | $ | 184,724 | ||||
The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of June 30, 2025:
| Remaining lease term and discount rate: | ||||
| Weighted average remaining lease term (years) | 1 | |||
| Weighted average discount rate | 3.0 | % | ||
The following is a schedule of maturities of lease liabilities as of June 30, 2025:
| (Unaudited) | ||||
| For the period ending June 30, | ||||
| 2025 | 64,807 | |||
| For the year ending June 30, | ||||
| 2026 | $ | 69,312 | ||
| 2027 | 3,438 | |||
| Total future minimum lease payments | $ | 137,557 | ||
| Less: imputed interest | 4,111 | |||
| Total | $ | 133,446 | ||
NOTE 6 — ACCRUED EXPENSE AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted of the following:
| June
30, 2025 |
December 31,
2024 |
|||||||
| Payroll payable | $ | 673,437 | $ | 496,766 | ||||
| Rent payable | 153,674 | 81,178 | ||||||
| Equipment payable | 156,412 | 38,105 | ||||||
| Software service fee | 242,980 | — | ||||||
| Other payables | 171,918 | 116,370 | ||||||
| Total | $ | 1,398,421 | $ | 732,419 | ||||
F-
NOTE 7 — LOANS
Short-term bank loans
Short-term bank loans represent amounts due to various banks maturing within one year. The principal of the borrowings is due at maturity. Accrued interest is due either monthly or quarterly. Short-term borrowings consisted of the following:
| June
30, 2025 |
December 31,
2024 |
|||||||
| Bank of Ningbo | ||||||||
| Interest rate of 3.7%, from April 29, 2024 to April 28, 2025 | — | 136,999 | ||||||
| Interest rate of 2.0%, from December 26, 2024 to December 25, 2025 | 279,189 | 273,999 | ||||||
| Interest rate of 2.5%, from May 16, 2025 to May 16, 2026 | 139,595 | — | ||||||
| Bank of Communications | ||||||||
| Interest rate of 2.98%, from June 27, 2024 to June 27, 2025 | — | 821,997 | ||||||
| Interest rate of 2.98%, from June 28, 2024 to June 28, 2025 | — | 410,998 | ||||||
| Interest rate of 2.98%, from October 11, 2024 to October 11, 2025 | — | 136,999 | ||||||
| Interest rate of 2.98%, from May 15, 2025 to May 15, 2026 | 418,784 | — | ||||||
| Bank of China | ||||||||
| Interest rate of 2.54167‰, from May 30, 2024 to May 20, 2025 | — | 753,497 | ||||||
| Interest rate of 2.40%, from March 14, 2025 to July 15, 2025 | 628,176 | — | ||||||
| Bank of Nanjing | ||||||||
| Interest rate of 2.39%, from June 9, 2025 to June 8, 2026 | 1,395,946 | — | ||||||
| The Kumamoto Bank | ||||||||
| Interest rate of 1.20%, from December 30, 2024 to March 31, 2025 | — | 1,971,192 | ||||||
| The Higo Bank Ltd. | ||||||||
| Interest rate of 1.86%, from November 29, 2024 to January 29, 2025 | — | 767,997 | ||||||
| Total | $ | 2,861,690 | $ | 5,273,678 | ||||
Long-term bank loans
Long-term bank loans consisted of the following:
|
June 30, 2025 |
December 31, 2024 |
|||||||
| Bank of Jiangsu | ||||||||
| Interest rate of 3.6%, from March 19, 2024 to March 18, 2026 | 251,270 | 260,299 | ||||||
| The Kumamoto Bank | ||||||||
| Interest rate of 1.585%, from April 30, 2025 to March 31, 2035 | 2,421,807 | — | ||||||
| Total | $ | 2,673,077 | $ | 260,299 | ||||
| Less: Long-term bank loans - current | 251,270 | — | ||||||
| Long-term bank loans - non-current | $ | 2,421,807 | $ | 260,299 | ||||
On March 19, 2024, the Company entered into a loan agreement with the Bank of Jiangsu to obtain a loan of $279,189 (RMB 2,000,000) with a maturity date on March 18, 2026 at a fixed annual interest rate of 3.6%. After the repayment of $27,919 during the six month of 2025, the loan balance was $251,270 as of June 30, 2025. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan.
On May 30, 2024, the Company entered into a loan agreement with the Bank of China to obtain a loan of $753,497 (RMB 5,500,000) with a maturity date on May 20, 2025 at an effective monthly rate of 2.54167‰. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan. The loan was fully repaid upon maturity.
F-
NOTE 7 — LOANS (cont.)
On April 29, 2024, the Company entered into a loan agreement with the Bank of Ningbo to obtain a loan of $136,999 (RMB 1,000,000) with a maturity date on April 28, 2025 at a fixed annual interest rate of 3.7%. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan. The loan was fully repaid upon maturity.
On June 27, 2024, the Company entered into a loan agreement with the Bank of Communications to obtain a loan of $958,996 (RMB 7,000,000) with a maturity date on June 27, 2025 at a fixed annual interest rate of 2.98%. After the repayment of $136,999 during fiscal year 2024, the loan balance was $821,997 as of December 31, 2024. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan. The loan was fully repaid upon maturity.
On June 28, 2024, the Company entered into a loan agreement with the Bank of Communications to obtain a loan of $410,998 (RMB 3,000,000) with a maturity date on June 28, 2025 at a fixed annual interest rate of 2.98%. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan. The loan was fully repaid upon maturity.
On October 11, 2024, the Company entered into a loan agreement with the Bank of Communications to obtain a loan of $136,999 (RMB 1,000,000) with a maturity date on October 11, 2025 at a fixed annual interest rate of 2.98%. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan.
On November 29, 2024, the Company entered into a loan agreement with the Bank of Higo to obtain a loan of $767,997 (JPY 120,000,000) with a maturity date on January 29, 2025 at a fixed annual interest rate of 1.86%. Mr. Yujun Xiao, the CEO of the Company, guaranteed the repayment of the loan. The loan was fully repaid upon maturity.
On December 26, 2024, the Company entered into a loan agreement with the Bank of Ningbo to obtain a loan of $273,999 (RMB 2,000,000) with a maturity date on December 25, 2025 at a fixed annual interest rate of 2.00%. Ms. Yinglai Wang, the shareholder of the Company, is a co-borrower of the loan.
On December 26, 2024, the Company entered into a loan agreement with the Bank of Ningbo to obtain a loan of $279,189 (RMB 2,000,000) with a maturity date on December 25, 2025 at a fixed annual interest rate of 2.00%. Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan.
On December 30, 2024, the Company entered into a loan agreement with the Bank of Kumamoto to obtain a loan of $1,971,192 (JPY 308,000,000) with a maturity date on March 31, 2025 at a fixed annual interest rate of 1.20%. Mr. Yujun Xiao, the CEO of the Company, guaranteed the repayment of the loan. The loan was fully repaid upon maturity.
On March 14, 2025, the Company entered into a loan agreement with the Bank of China to obtain a loan of $628,176 (RMB 4,500,000) with a maturity date on July 15, 2025 at an effective monthly rate of 2.40%. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan. The loan was fully repaid upon maturity.
On May 15, 2025, the Company entered into a loan agreement with the Bank of Communications to obtain a loan of $418,784 (RMB 3,000,000) with a maturity date on May 15, 2026 at a fixed annual interest rate of 2.98%. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan.
On May 16, 2025, the Company entered into a loan agreement with the Bank of Ningbo to obtain a loan of $139,595 (RMB 1,000,000) with a maturity date on May 16, 2026 at a fixed annual interest rate of 2.50%. Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan.
F-
NOTE 7 — LOANS (cont.)
On April 30, 2025, the Company entered into a loan agreement with the Bank of Kumamoto to obtain a loan of $2,421,807 (JPY 351,000,000) with a maturity date on March 31, 2035 at a fixed annual interest rate of 1.585%. Mr. Yujun Xiao, the CEO of the Company, guaranteed the repayment of the loan.
On June 9, 2025, the Company entered into a loan agreement with the Bank of Nanjing to obtain a loan of $1,395,946 (RMB 10,000,000) with a maturity date on June 8, 2026 at an effective monthly rate of 2.39%. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan.
For the six months ended June 30, 2025 and 2024, the Company recorded bank loan interest expenses of $64,246 and $113,657, respectively.
NOTE 8 — RELATED PARTIES BALANCES AND TRANSACTIONS
Related party balances as of June 30, 2025 and December 31, 2024, and transactions for the six months ended June 30, 2025 and 2024 are as follows:
| (1) | Related party relationships: |
| Name of Related Party | Relationship to the Company | |
| Mr. Yujun Xiao | CEO of the Company and spouse of Ms. Yinglai Wang | |
| Ms. Yinglai Wang | Chairperson of the Company and spouse of Mr. Yujun Xiao | |
| Anhui Zhongke Shengwei Intelligent Data Co., Ltd (“Anhui Zhongke”) | Mr. Yujun Xiao is the legal representative and holds 9.51% of the shares | |
| Jiangsu Hephaesi Semiconductor Co., Ltd | Mr. Yujun Xiao is the legal representative and holds 2% of the shares |
| (2) | Sales of products to a related party: |
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Jiangsu Hephaesi Semiconductor Co., Ltd | $ | 480,183 | $ | — | ||||
| (3) | Purchases from a related party: |
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Anhui Zhongke | $ | 144,628 | $ | 565,466 | ||||
Our affiliated entity Anhui Zhongke and HUHU China entered into a software purchase agreement, whereby Anhui Zhongke sold factory management and monitoring software to HUHU China. The purchase price of the software is $144,628 and $565,466 for the six months ended June 30, 2025 and 2024, respectively. The software was then sold to customers and the purchase price of the software was included in cost of revenue.
F-
NOTE 8 — RELATED PARTIES BALANCES AND TRANSACTIONS (cont.)
| (4) | Accounts receivable-a related party: |
| As of June 30, |
As of December 31, |
|||||||
| 2025 | 2024 | |||||||
| Jiangsu Hephaesi Semiconductor Co., Ltd | $ | 950,052 | $ | — | ||||
The account receivable balance as of June 30, 2025 has been full collected as of July 30, 2025.
| (5) | Due to a related party: |
| As of June 30, |
As of December 31, |
|||||||
| 2025 | 2024 | |||||||
| Mr. Yujun Xiao | $ | 506,115 | $ | 246,454 | ||||
Mr. Yujun Xiaomade advances to the Company as working capital to support the Company’s operations. The balances are unsecured, interest-free and due upon demand.
NOTE 9 — TAXES
Corporate Income Taxes (“CIT”)
The income before taxes by geographic area is as follows:
| (Loss) income before taxes: | For
the Six Months Ended June 30, 2025 |
For
the Six Months Ended June 30, 2024 |
||||||
| (Unaudited) | (Unaudited) | |||||||
| China | $ | (754,674 | ) | $ | 93,078 | |||
| Japan | 1,184,949 | 1,175,736 | ||||||
| USA | (26,085 | ) | — | |||||
| Germany | (26,310 | ) | — | |||||
| Cayman | (9,044,435 | ) | (188,279 | ) | ||||
| Total (loss) income before taxes | $ | (8,666,555 | ) | $ | 1,080,535 | |||
The components of the income tax provision are as follows:
| For
the Six Months Ended June 30, 2025 |
For
the Six Months Ended June 30, 2024 |
|||||||
| (Unaudited) | (Unaudited) | |||||||
| Current income tax expense | $ | 256,389 | $ | 235,147 | ||||
| Deferred income tax expense | (191,703 | ) | (3,939 | ) | ||||
| Total provision for income taxes | $ | 64,686 | $ | 231,208 | ||||
F-
NOTE 9 — TAXES (cont.)
The following table reconciles the PRC statutory rate to the Company’s effective tax rate:
| For
the Six Months Ended June 30, 2025 |
For
the Six Months Ended June 30, 2024 |
|||||||
| (Unaudited) | (Unaudited) | |||||||
| PRC statutory tax rate | 25 | % | 25.0 | % | ||||
| Effect of different tax jurisdiction | (24.3 | )% | (5.4 | )% | ||||
| Effect of PRC preferential tax rate | — | % | (0.9 | )% | ||||
| Research and development tax credit | — | % | (1.9 | )% | ||||
| Non-deductible items* | (1.4 | )% | 4.6 | % | ||||
| Effective tax rate | (0.7 | )% | 21.4 | % | ||||
| * | Non-deductible items represent excess expenses and losses not deductible for PRC tax purpose. |
The following table summarizes deferred tax assets and liabilities resulting from differences between financial accounting basis and tax basis of assets and liabilities:
| June
30, 2025 |
December 31,
2024 |
|||||||
| Deferred tax assets: | ||||||||
| Allowance for credit losses | $ | 61,307 | $ | 51,763 | ||||
| Net operating losses | 469,865 | 274,324 | ||||||
| Total deferred tax assets | $ | 531,172 | $ | 326,087 | ||||
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the cumulative earnings and projected future taxable income in making this assessment. Recovery of substantially all of the Company’s deferred tax assets is dependent upon the generation of future income, exclusive of reversing taxable temporary differences. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are recoverable, management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets as of June 30, 2025.
Taxes payable
Taxes payable consists of the following:
| June
30, 2025 |
December 31,
2024 |
|||||||
| Income tax payable | $ | 150,625 | $ | 111,313 | ||||
| VAT payable | 51,563 | 242,826 | ||||||
| Other taxes payable | 2,144 | 2,750 | ||||||
| Total taxes payable | $ | 204,332 | $ | 356,889 | ||||
NOTE 10 — SHAREHOLDERS’ EQUITY
Ordinary shares
The Company was authorized to issue 5,000,000,000 Ordinary Shares with a par value of $0.00001 each. On July 15, 2024, the Company effected a 1-for-4 forward split of its Ordinary Shares. As a result, the authorized share capital of the Company is US$50,000 divided into 20,000,000,000 Ordinary Shares, par value $0.0000025 per ordinary share. As of June 30, 2025 and December 31, 2024, 23,173,413 and 21,173,413 Ordinary Shares are issued and outstanding, respectively.
Share-based Compensation
On November 28, 2024, the Board of Directors of HUHUTECH International Group Inc. approved and adopted an equity incentive plan (the “2024 Equity Incentive Plan”), which allowed for issuance of up to 2,000,000 Ordinary Shares to employees, non-employee directors, officers and consultants for services rendered to the Company. On January13, 2025, the Company issued 2,000,000 ordinary shares under 2024 Equity Incentive Plan. The fair value of the shares issued amounted to $8,800,000 based on a $4.4 share price on the approval date.
F-
NOTE 10 — SHAREHOLDERS’ EQUITY (cont.)
Statutory reserve and restricted net assets
As stipulated by relevant PRC laws and regulations, the Company’s subsidiaries and affiliated entities in the PRC must take appropriations from after-tax profits to non-distributive funds. These reserves include the general reserve and the development reserve.
The general reserve requires an annual appropriation of 10% of after-tax profits each year-end until the balance reaches 50% of a PRC company’s registered capital. The development reserve is set aside at the Company’s discretion. These reserves can only be used for general enterprise expansion and are not distributable as cash dividends. The general reserve amounted to $343,077 as of June 30, 2025 and December 31, 2024.
Because the Company’s operating subsidiaries in the PRC can only pay distributions out of distributable profits reported in accordance with PRC accounting standards, the Company’s operating subsidiaries in the PRC are restricted from transferring a portion of their net assets to the Company. The restricted amounts include the paid-in capital and statutory reserves of the Company’s entities in the PRC. The aggregate amount of paid-in capital and statutory reserves, which represented the amount of net assets of the Company’s operating subsidiaries in the PRC not available for distribution, was $13,838,422 and $5,038,427 as of June 30, 2025 and December 31, 2024, respectively.
NOTE 11 — COMMITMENTS AND CONTINGENCIES
Contingencies
From time to time, the Company is subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of June 30, 2025 and December 31, 2024, the Company has no outstanding litigation.
Note 12 — SEGMENT INFORMATION
The Company uses the “management approach” in determining its operating segments. The management approach considers the internal organization and reporting used by the Group’s Chief Operating Decision Maker (“CODM”) for making strategic decisions, assessing performance, and allocating resources. The Company’s CODM has been identified as the Chief Executive Officer of the Group. The Company determined it operates as one consolidated segment and therefore has one reportable segment.
As a single reportable segment entity, the GAAP measure utilized by the CODM to assess performance and allocate resources is the Group’s consolidated statement of Income (loss). Significant expenses include selling expenses, general and administrative expenses and research and development, which are each separately presented on the Company’s Statements of Income. Other segment items within net income include interest expense.
The following table presents revenue by geographic location for the six months ended June 30, 2025 and 2024:
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| PRC | $ | 3,838,722 | $ | 4,654,089 | ||||
| Japan | 5,978,750 | 4,199,390 | ||||||
| Total revenues | $ | 9,817,472 | $ | 8,853,479 | ||||
NOTE 13— SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date these unaudited condensed consolidated financial statements are issued and determined that there have been no events that have occurred that would require adjustments to or disclosure in the unaudited condensed consolidated financial statements except for the following:
Bank loans
On July 14, 2025, the Company entered into a loan agreement with the Bank of China to obtain a loan of $628,176 (RMB 4,500,000) with a maturity date on July 13, 2026 at an effective monthly rate of 2.30%. Mr. Yujun Xiao, the CEO of the Company, and Ms. Yinglai Wang, the shareholder of the Company, guaranteed the repayment of the loan.
F-
Exhibit 99.3
HUHUTECH International Group Inc. Announces First Half of Fiscal Year 2025 Financial Results
Wuxi, China, September 19, 2025 /PRNewswire/ -- HUHUTECH International Group Inc. (Nasdaq: HUHU) (the “Company” or “HUHUTECH”), a professional provider of factory facility management and monitoring systems, today announced its unaudited financial results for the first half of fiscal year 2025 ended June 30, 2025.
Mr. Yujun Xiao, Chief Executive Officer of HUHUTECH, commented, “We are pleased to report a 10.9% increase in total revenue for the first half of fiscal year 2025, reaching $9.8 million. This growth is primarily driven by our strategic expansion into the Japanese market, where we have significantly increased our client base and project volume. Our Japanese subsidiary has completed 155 projects and contributed 60.9% of our total revenue in the first half of fiscal year 2025, a significant increase from 54 projects and 47.6% of total revenue in the same period last year. Excluding the impact of increased share-based compensation, our underlying business performance remained stable, and we are confident that our equity incentive plan is a long-term investment in our people that will enhance our ability to attract and retain talent, aligning our team’s commitment with the interests of our shareholders.”
Mr. Xiao continued, “In line with our global growth strategy, we have established a subsidiary in the United States and acquired our German subsidiary, extending our reach into two of the world’s most dynamic semiconductor markets. By providing comprehensive and localized system integration solutions, we are well positioned to empower the development of infrastructure for local semiconductor manufacturing clusters. Looking ahead, we will continue to invest in our international operations and expand our capabilities to serve an increasingly global customer base. We remain confident in our strategic direction and are committed to delivering growing long-term value to our shareholders.”
First Half of Fiscal Year 2025 Financial Summary
| ● | Total revenue was $9.8 million for the first half of fiscal year 2025, an increase of 10.9% from $8.9 million for the same period of last year. | |
| ● | Gross profit was $3.1 million for the first half of fiscal year 2025, compared to $3.2 million for the same period of last year. | |
| ● | Gross margin was 32.0% for the first half of fiscal year 2025, compared to 35.6% for the same period of last year. | |
| ● | Net loss was $8.7 million for the first half of fiscal year 2025, compared to net income of $0.8 million for the same period of last year. | |
| ● | Basic and diluted loss per share were $0.38 for the first half of fiscal year 2025, compared to basic and diluted earnings per share of $0.04 for the same period of last year. |
First Half of Fiscal Year 2025 Financial Results
Revenues
Total revenue was $9.8 million for the first half of fiscal year 2025, an increase of 10.9% from $8.9 million for the same period of last year. The overall increase in total revenue was primarily attributable to a $0.7 million increase in revenue from system integration projects and a $0.4 million increase in revenue from product sales.
| ● | Revenue from system integration projects was $9.4 million for the first half of fiscal year 2025, an increase of 8.5% from $8.7 million for the same period of last year. The increase was due to the expansion of the Company’s business in the Japanese market for the first half of fiscal year 2025. |
| ● | The Company did not generate revenue from engineering consulting services for the first half of fiscal year 2025. Revenue from engineering consulting services was $0.2 million for the same period of last year. The decrease was mainly due to a shift of focus on system integration projects for first half of fiscal year 2025. |
| ● | Revenue from product sales was $0.4 million for the first half of fiscal year 2025, an increase of 1,029.8% from $0.04 million for the same period of last year. The increase of product sales revenue was due to increase in product needs along with system integration projects for the first half of fiscal year 2025. |
Cost of Revenues
Cost of revenue was $6.7 million for the first half of fiscal year 2025, an increase of 17.1% from $5.7 million for the same period of last year.
Gross Profit and Gross Margin
Gross profit was $3.1 million for the first half of fiscal year 2025, a decrease of 0.4% from $3.2 million for the same period of last year. Gross profit for system integration projects was $3.1 million for the first half of fiscal year 2025, an increase of 2.7% from $3.0 million for the same period of last year. Gross profit for product sales was $39,864 for the first half of fiscal year 2025, an increase of 296.7% from $10,049 for the same period of last year.
Gross margin was 32.0% for the first half of fiscal year 2025, decreased from 35.6% for the same period of last year.
Operating Expenses
Total operating expenses were $11.8 million for the first half of fiscal year 2025, an increase of 511.5% from $1.9 million for the same period of last year.
| ● | Selling expenses were $0.9 million for the first half of fiscal year 2025, an increase of 79.9% from $0.5 million for the same period of last year. The increase was mainly due to the operation increased business promotion expenses of HUHU Technology Co., Ltd. (“HUHU Japan”). | |
| ● | General and administrative expenses were $10.3 million for the first half of fiscal year 2025, an increase of 1,035.3% from $0.9 million for the same period of last year. The significant increase in G&A expenses was contributed by (i) an approximately $8.8 million increase in share-based compensation; (ii) an approximately $0.2 million increase in salary and compensation; (iii) an approximately $0.2 million increase in other items including lease expenses and office expenses. | |
| ● | R&D expenses stayed at $0.5 million for the first half of fiscal year 2025 and 2024. |
Net Income (Loss)
Net loss was $8.7 million for the first half of fiscal year 2025, compared to net income of $0.8 million for the same period of last year.
Basic and Diluted Earnings (Loss) per Share
Basic and diluted loss per share were $0.38 for the first half of fiscal year 2025, compared to basic and diluted earnings per share of $0.04 for the same period of last year.
Financial Condition
As of June 30, 2025, the Company had cash of $3.0 million, compared to $3.1 million as of December 31, 2024.
Net cash used in operating activities for the first half of fiscal year 2025 was $0.5 million, compared to net cash provided by operating activities of $0.3 million for the same period of last year.
Net cash used in investing activities for the first half of fiscal year 2025 was $0.1 million, compared to $1.6 million for the same period of last year.
Net cash used in financing activities for the first half of fiscal year 2025 was $0.04 million, compared to net cash provided by financing activities of $3.0 million for the same period of last year.
About HUHUTECH International Group Inc.
HUHUTECH International Group Inc. is a professional provider of factory facility management and monitoring systems. Through its subsidiaries in China, Japan, the United States, and Germany, HUHUTECH designs and provides customized high-purity gas and chemical production system and equipment. The Company's products mainly include high-purity process systems (HPS) and factory management control systems (FMCS), which effectively increase operation efficiency by using standardized module software. The modularity of HUHUTECH's software solution reduces the errors caused by frequent updates of the program. As a nationally recognized brand, HUHUTECH serves major players in the pan-semiconductor industry. Its products and services are widely used by semi-conductor manufacturers, LED and micro-electronics factories, as well as some pharmaceutical, food and beverage manufacturers. For more information, please visit the Company's website: ir.huhutech.com.cn.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” or other similar expressions in this announcement. The Company undertakes no obligation to update or revise publicly any 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 Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (“SEC”).
For more information, please contact:
HUHUTECH International Group Inc.
Investor Relations Department
Email: ir@huhutech.com.cn
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
HUHUTECH INTERNATIONAL GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of June 30, |
As of December 31, |
|||||||
| 2025 | 2024 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 2,978,868 | $ | 3,102,865 | ||||
| Restricted cash | 57,151 | 220,261 | ||||||
| Note receivable | 6,587 | 254,092 | ||||||
| Accounts receivable, net | 11,170,072 | 9,633,289 | ||||||
| Accounts receivable – a related party | 950,052 | — | ||||||
| Inventories | 982,954 | 1,175,241 | ||||||
| Advance to vendors | 348,713 | 150,637 | ||||||
| Prepayments and other assets, net | 181,046 | 80,137 | ||||||
| TOTAL CURRENT ASSETS | 16,675,443 | 14,616,522 | ||||||
| Property, plant and equipment, net | 5,016,051 | 4,978,080 | ||||||
| Intangible assets, net | 65,793 | 79,985 | ||||||
| Deferred tax assets | 526,349 | 326,087 | ||||||
| Right-of-use assets, net | 168,375 | 183,815 | ||||||
| TOTAL ASSETS | $ | 22,452,011 | $ | 20,184,489 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short term bank loans | $ | 2,861,690 | $ | 5,273,678 | ||||
| Long-term bank loan - current | 251,270 | — | ||||||
| Loan payable from third-party | 500,000 | — | ||||||
| Notes payable | 190,501 | 733,996 | ||||||
| Accounts payable | 5,014,033 | 4,466,933 | ||||||
| Due to a related party | 506,115 | 246,454 | ||||||
| Advance from customers | 2,028,683 | 1,403,628 | ||||||
| Accrued expenses and other liabilities | 1,398,421 | 732,419 | ||||||
| Taxes payable | 204,332 | 356,889 | ||||||
| Operating lease liabilities – current | 119,579 | 104,088 | ||||||
| TOTAL CURRENT LIABILITIES | 13,074,624 | 13,318,085 | ||||||
| Long term bank loans | 2,421,807 | 260,299 | ||||||
| Operating lease liabilities – non-current | 13,867 | 80,636 | ||||||
| TOTAL LIABILITIES | 15,510,298 | 13,659,020 | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 13) | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Ordinary shares, $0.0000025 par value, 20,000,000,000 shares authorized, 23,173,413 and 21,173,413 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | 58 | 53 | ||||||
| Additional paid-in capital | 13,495,345 | 4,695,350 | ||||||
| Statutory reserves | 343,077 | 343,077 | ||||||
| (Accumulated deficit) retained earnings | (6,704,455 | ) | 2,026,786 | |||||
| Accumulated other comprehensive loss | (192,312 | ) | (539,797 | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | 6,941,713 | 6,525,469 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 22,452,011 | $ | 20,184,489 | ||||
HUHUTECH INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(unaudited)
| For the Six Months Ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Revenues – third parties | $ | 9,337,289 | $ | 8,853,479 | ||||
| Revenues – related party | 480,183 | — | ||||||
| Total Revenues | 9,817,472 | 8,853,479 | ||||||
| Cost of revenues – third parties | 6,533,648 | 5,137,460 | ||||||
| Cost of revenues – related party | 144,628 | 565,466 | ||||||
| Total cost of revenues | 6,678,276 | 5,702,926 | ||||||
| Gross profit | 3,139,196 | 3,150,553 | ||||||
| Operating expenses: | ||||||||
| Selling expenses | 899,367 | 500,032 | ||||||
| General and administrative expenses | 10,330,446 | 909,952 | ||||||
| Research and development expenses | 520,479 | 511,674 | ||||||
| Total operating expenses | 11,750,292 | 1,921,658 | ||||||
| (Loss) Income from operations | (8,611,096 | ) | 1,228,895 | |||||
| Other income (expense): | ||||||||
| Interest income | 6,736 | 1,523 | ||||||
| Interest expense | (64,246 | ) | (49,185 | ) | ||||
| Other expense, net | 2,051 | (100,698 | ) | |||||
| Total other expense, net | (55,459 | ) | (148,360 | ) | ||||
| (Loss) income before income taxes | (8,666,555 | ) | 1,080,535 | |||||
| Provision for income taxes | 64,686 | 231,208 | ||||||
| Net (loss) income | (8,731,241 | ) | 849,327 | |||||
| Comprehensive income (loss) | ||||||||
| Foreign currency translation adjustments | 347,485 | (336,141 | ) | |||||
| Comprehensive (loss) income | $ | (8,383,756 | ) | $ | 513,186 | |||
| (Loss) earnings per share | ||||||||
| Basic and diluted | $ | (0.38 | ) | $ | 0.04 | |||
| Weighted average number of shares outstanding | ||||||||
| Basic and diluted | 23,018,717 | 20,000,000 | ||||||
HUHUTECH INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| For the Six Months Ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | (8,731,241 | ) | $ | 849,327 | |||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | 169,951 | 223,891 | ||||||
| Provision for credit losses | 30,265 | 26,263 | ||||||
| Deferred tax benefit | (191,703 | ) | (3,939 | ) | ||||
| Amortization of operating lease right-of-use assets | 73,034 | 55,659 | ||||||
| Share-based compensation | 8,800,000 | — | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (1,375,962 | ) | (1,365,703 | ) | ||||
| Accounts receivable - related party | (938,394 | ) | — | |||||
| Notes receivable | 249,223 | (3,881 | ) | |||||
| Inventories | 211,917 | (277,321 | ) | |||||
| Prepayments and other assets | (98,286 | ) | (19,867 | ) | ||||
| Advance to vendors | (195,164 | ) | (687,971 | ) | ||||
| Advance to vendors – related party | — | (69,300 | ) | |||||
| Due from related parties | — | (578,513 | ) | |||||
| Accounts payable | 467,452 | 48,242 | ||||||
| Accrued expenses and other liabilities | 645,080 | 159,134 | ||||||
| Advance from customers | 591,122 | 1,710,559 | ||||||
| Taxes payable | (157,026 | ) | 291,930 | |||||
| Operating leases liabilities | (73,671 | ) | (55,428 | ) | ||||
| Net cash (used in) provided by operating activities | (523,403 | ) | 303,082 | |||||
| Cash flows from investing activities: | ||||||||
| Additions to property, plant, and equipment | (93,665 | ) | (1,556,739 | ) | ||||
| Additions to intangible assets | (5,236 | ) | — | |||||
| Net cash used in investing activities | (98,901 | ) | (1,556,739 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Repayments to related parties | — | (868,438 | ) | |||||
| Advances from related parties | 261,158 | — | ||||||
| Loan from third-party | 500,000 | — | ||||||
| (Repayments of) proceeds from bank acceptance notes payable, net | (550,559 | ) | 427,044 | |||||
| Proceeds from short-term bank loans | 5,403,440 | 4,487,582 | ||||||
| Repayment of short-term bank loans | (7,995,277 | ) | (1,663,202 | ) | ||||
| Proceeds from long-term bank loans | 2,412,000 | 693,001 | ||||||
| Repayment of long-term bank loans | (74,088 | ) | — | |||||
| Payment of offering costs | — | (89,667 | ) | |||||
| Net cash (used in) provided by financing activities | (43,326 | ) | 2,986,320 | |||||
| Effect of exchange rate changes on cash and restricted cash | 378,523 | (265,228 | ) | |||||
| Net (decrease) increase in cash and restricted cash | (287,107 | ) | 1,467,435 | |||||
| Cash and restricted cash at the beginning of period | 3,323,126 | 2,846,659 | ||||||
| Cash and restricted cash at the end of period | $ | 3,036,019 | $ | 4,314,094 | ||||
| Reconciliation of cash and restricted cash, end of period | ||||||||
| Cash | $ | 2,978,868 | $ | 4,120,178 | ||||
| Restricted cash | 57,151 | 193,916 | ||||||
| Cash and restricted cash at the end of period | $ | 3,036,019 | $ | 4,314,094 | ||||
| Supplemental cash flow disclosures: | ||||||||
| Cash paid for income tax | $ | 1,795 | $ | 97,101 | ||||
| Cash paid for interest | $ | 40,657 | $ | 36,403 | ||||
| Non-cash investing activities: | ||||||||
| Right-of-use assets obtained in exchange for operating lease obligations | $ | 54,345 | $ | 15,287 | ||||
6