エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August
(Exact name of registrant as specified in its charter)
32F, Block B, Zhongzhou Holding Financial Center,
Intersection of Houhai Avenue and Haide 1st Road,
Nanshan District, Shenzhen, Guangdong Province, PRC
Zip: 518064
(Address of Principal Executive Office)
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 ☐
EXPLANATORY NOTE
The Company is furnishing this Form 6-K to provide six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced below.
This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (File No. 333-297517) filed on July 17, 2026 and on Form F-3, as amended (File No. 333-283030), initially filed on November 6, 2024, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of June 30, 2026 and for the Six Months Ended June 30, 2026 and 2025 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| 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 Label Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104* | Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 |
1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TOP KINGWIN LTD | ||
| Date: August 19, 2026 | By: | /s/ Ruilin Xu |
| Ruilin Xu | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
The financial statements for the first half year ended June 30, 2026 of Top KingWin Ltd.(the “Company”, “we” or “us”) included herein have not been audited by the Company’s independent registered accounting firm.
TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2026
AND DECEMBER 31, 2025
(In USD)
| June 30, 2026 |
December 31, 2025 |
|||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Intangible Assets - Crypto Assets** | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Non-current assets of discontinued operations | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | ||||||||
| Due to related parties | ||||||||
| Taxes payable | ||||||||
| Accruals and other payables | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | |||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Class A ordinary shares, $ |
$ | $ | ||||||
| Class B ordinary shares, $ |
||||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated deficits | ( |
) | ( |
) | ||||
| Accumulated other comprehensive gain/(loss) | ( |
) | ( |
) | ||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
| ** |
TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND
COMPREHENSIVE (LOSS) INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(In USD)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| REVENUES | ||||||||
| COST OF REVENUES | ( |
) | ( |
) | ||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES | ||||||||
| Selling expenses | ( |
) | ( |
) | ||||
| General and administrative expenses | ( |
) | ( |
) | ||||
| Total operating expenses | ( |
) | ( |
) | ||||
| LOSS FROM OPERATIONS | ( |
) | ( |
) | ||||
| OTHER INCOME (EXPENSE), NET | ||||||||
| Other income | - | |||||||
| Other expense | ( |
) | ( |
) | ||||
| Total other income, net | ( |
) | ||||||
| NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | ( |
) | ( |
) | ||||
| NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS | $ | ( |
) | $ | ( |
) | ||
| DISCONTINUED OPERATIONS | ||||||||
| Net income/(loss) from discontinued operations | ( |
) | ||||||
| NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS | ( |
) | ||||||
| NET LOSS | ( |
) | ( |
) | ||||
| Other comprehensive (loss)/gain | ||||||||
| Foreign currency translation(loss) /gain | ( |
) | ||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( |
) | $ | ( |
) | ||
| Basic and diluted loss per share* | $ | ( |
) | $ | ( |
) | ||
| Weighted average number of common shares outstanding - basic and diluted* | ||||||||
| * |
2
TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(In USD)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Net loss from continuing operations | ( |
) | ( |
) | ||||
| Net loss from discontinued operations | ( |
) | ||||||
| Adjustments to reconcile net income to cash (used in) operating activities: | ||||||||
| Provision (reverse) for doubtful accounts | ||||||||
| Depreciation and amortization | ||||||||
| Finance expenses | ||||||||
| Non-cash operating lease expenses | ||||||||
| Share-based compensation expenses | ||||||||
| Foreign exchange gain | ( |
) | ||||||
| Changes in assets and liabilities | ||||||||
| Accounts receivable | ( |
) | ||||||
| Other receivables | ( |
) | ( |
) | ||||
| Prepayments | ( |
) | ||||||
| Intangible Assets - Crypto Assets | ( |
) | ||||||
| Other non-current assets | ( |
) | ||||||
| Accounts payable | ( |
) | ||||||
| Accruals and other payables | ( |
) | ||||||
| Taxes payable | ( |
) | ||||||
| Operating lease liabilities | ( |
) | ||||||
| Net cash provided by/(used in) operating activities, continuing operations | ( |
) | ||||||
| Net cash provided by/(used in)operating activities, discontinuing operations | ( |
) | ||||||
| Net cash provided by/(used in) operating activities | ( |
) | ||||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( |
) | ( |
) | ||||
| Proceeds from disposal of subsidiaries | ||||||||
| Net cash provided by investing activities from continuing operations | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of convertible notes | ||||||||
| Cash paid for stock issuance costs | ( |
) | ||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rates on cash | ( |
) | ( |
) | ||||
| Net decrease in cash and restricted cash | ( |
) | ( |
) | ||||
| Cash and restricted cash at beginning of period | ||||||||
| Cash and restricted cash at end of period | $ | $ | ||||||
| Cash at end of period from continuing operations | $ | $ | ||||||
| Restricted cash at end of period from continuing operations | ||||||||
| Cash at end of year from discontinued operations | ||||||||
| Restricted cash at end of year from discontinued operations | ||||||||
| Cash and restricted cash at end of period | $ | $ | ||||||
| Supplemental disclosure information | ||||||||
| Cash paid for interest expenses | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Operating lease asset obtained in exchange for operating lease obligation | $ | $ | ||||||
3
TOP KINGWIN LTD
Notes to the Condensed Interim Consolidated Financial Statements
Unaudited - Expressed in United States Dollars
For the six months ended June 30, 2026 and 2025
| 1. | General information and basis of presentation |
General information
Top KingWin Ltd and its consolidated subsidiaries (collectively referred to as the “Group” or the “Company”) primarily provide three main corporate services, including sales of devices to support AI data collection and analysis to its clients in the People’s Republic of China (the “PRC”); and sales of robots in the United States.
Top KingWin Ltd.(Referred as “KingWin”)
is a Cayman Islands holding company incorporated on February 16, 2022. It wholly owns Sky KingWin Ltd (“KingWin BVI”, BVI,
incorporated March 15, 2022) and directly holds
The principal subsidiaries through which the Company conducted its business operations as of June 30, 2026 are described below:
| Name of Entity | Background | Ownership | Principle activities | |||
| Sky Kingwin Ltd | KingWin ( | |||||
| SKY KINGWIN (HK) LIMITED | KingWin BVI ( | |||||
| Shenzhen Tiancheng Chuangxin Technology Co., Ltd. (formerly known as “Shenzhen Tomorrow Innovation Core Technology Co., Ltd.”) | KingWin HK ( Incorporated on Aug 19, 2024 | |||||
| Guji Technology (Shenzhen) Co., Ltd. | Shenzhen Tiancheng Chuangxin Technology Co., Ltd. ( Acquired on Aug 29, 2024 | |||||
| Top Kingwin Hi Tech lnc. | Sky Kingwin Ltd ( Incorporated on March 6, 2025 | |||||
| Top Kingwin Technology Inc. | America (US) Company | Top KingWin Ltd. ( Incorporated on February 23, 2025 |
4
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”).
The accompanying unaudited interim condensed consolidated balance sheet as of June 30, 2026, the unaudited interim condensed consolidated statements of (loss) income and comprehensive (loss) income and cash flows for the six months ended June 30, 2026 and 2025, and the related footnote disclosures are unaudited. These unaudited interim condensed consolidated financial statements of the Company are prepared in accordance with U.S. GAAP for interim financial statements using accounting policies that are consistent with those used in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2025. These unaudited interim condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the consolidated financial position, operating results and cash flows of the Company for each of the periods presented. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2025.
| 2. | Revenue recognition |
The Company’s revenues are recognized when persuasive evidence of an arrangement exists, service has occurred, and all performance obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable and collectability is reasonably assured. The Company revenue agreements generally do not include a right of return in relation to the delivered products or services. Depending on the terms of the agreement and the laws that apply to the agreement, service obligations may be delivered over time or at a point in time. Control of the services is transferred over time if the Company’s performance:
| - | provides all of the benefits received and consumed simultaneously by the client; | |
| - | creates and enhances an asset that the client controls as the Company performs; or | |
| - | does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance complete to date. |
If control of services transfers over time, revenue is recognized over the period of the agreement by reference to progress toward complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the client obtains control of the services.
5
The Company currently generates its revenue from the following table presents revenues by service categories for the six months ended June 30, 2026 and 2025, respectively:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Service Category | $ | % of revenues |
$ | % of revenues |
||||||||||||
| Revenues from sales of devices to support AI data collection and analysis | % | % | ||||||||||||||
| Revenue from sales of robots | % | |||||||||||||||
| Total revenues from continuing operations | % | % | ||||||||||||||
| Total revenues from discontinued operations | % | % | ||||||||||||||
| Total revenues | % | % | ||||||||||||||
Timing of revenue recognition
| For the six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Point in Time | ||||||||
| Total Revenue | ||||||||
| 3. | Expenses by nature |
| For the six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cost of revenue (Note 3 (i)) | ||||||||
| Payroll and employee benefits (Note 3 (ii)) | ||||||||
| Depreciation and amortization | ||||||||
| Professional services fee | ||||||||
| Provision (reverse) for credit loss | ||||||||
| Office and other expenses | ||||||||
| Total cost of revenue, administrative expenses and selling expenses | ||||||||
| For the Six Months Ended June 30, |
||||||||
| i) Service Category | 2026 | 2025 | ||||||
| Cost of goods sold from sales of devices to support AI data collection and analysis | ||||||||
| Cost of goods sold from sales of robots | ||||||||
| Total cost | ||||||||
6
| For the Six Months Ended June 30, |
||||||||
| ii) Payroll and employee benefits: | 2026 | 2025 | ||||||
| Payroll and employee benefits incurred and classified as selling and administration expenses: | ||||||||
| Salaries, allowances, bonus, benefits and in kind | ||||||||
| Share based payments | ||||||||
| Payroll and employee benefits incurred and classified as cost of revenue | ||||||||
| 4. | Loss per share |
(a) Basic loss per ordinary share
The calculation of basic loss per ordinary share is based on the loss attributable to ordinary equity shareholders of the Company divided by the weighted average number of ordinary shares outstanding.
(b) Diluted loss per ordinary share
Diluted loss per ordinary share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.
There was no difference between basic and diluted loss per ordinary share during the six months ended June 30, 2026 and 2025.
The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numerator and denominator for the six months ended June 30, 2026 and 2025 presented:
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| Numerator: | ||||||||
| Net loss attributable to KingWin’s shareholders | ( |
) | ( |
) | ||||
| Denominator: | ||||||||
| Weighted average number of ordinary shares outstanding-basic and diluted | ||||||||
| Denominator for basic and diluted net loss per share calculation | ||||||||
| Basic and diluted net loss per share attributable to ordinary shareholders of KingWin’s shareholders | ( |
) | ( |
) | ||||
| 5. | Property, equipment and intangible assets |
During the six months ended June 30, 2026, the
Group incurred capital expenditure on property, equipment and intangible assets with a cost of $
For the six-month ended June 30, 2026 and 2025, no impairment losses were recognized with respect to property, equipment, and intangible assets.
7
| 6. | Prepayments |
As of June 30, 2026, the balance of advance payments
was $
Prepayments consist of the following:
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Prepayments for the hardware devices | $ | $ | ||||||
| Prepayments for the services cost | ||||||||
| Less: Provision for credit loss | ( |
) | ( |
) | ||||
| Total Prepayments for the services cost | ||||||||
In September 2024, the Company made aggregate advance payments of CNY
| 7. | Share-based payments |
The Corporation’s 2026 Equity
Incentive Plan was formally adopted on May 8, 2026, with the objectives of fostering long-term corporate success, attracting and
retaining high-caliber personnel, and aligning the interests of employees with those of the shareholders. The Plan encompasses a
variety of equity grant options. In June 2026, under this scheme, a total of
| 8. | Equities Roll forward Schedule |
| Class A ordinary shares |
Class B ordinary shares |
Additional paid-in |
Statutory | (Accumulated deficits) |
Accumulated other comprehensive |
Total shareholders’ |
||||||||||||||||||||||||||||||
| Shares* | Amount | Shares* | Amount | capital | reserve | earnings | income (loss) | equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||||
| Net loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Share-based payments | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Disposal of subsidiary | - | - | ( |
) | ||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||||||||||||
8
| 9. | Material related party transactions |
Parties are considered to be related if one party
has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial
and operational decisions.
| Name of Related Parties | Relationship with the Company | |
| Mr. Ruilin Xu | ||
| Mr. Dongliang Mao | ||
| Guangzhou Tiancheng Capital Management Group Co., Ltd. (“Tiancheng Capital”) | ||
| Infinity worldwide holding., Ltd. |
Key management personnel compensation
| As of June 30, |
As of June 30, |
|||||||
| 2026 | 2025 | |||||||
| Short-term employment benefits (excluding discretionary bonus) | ||||||||
| Discretionary bonus | ||||||||
| Share based payments | ||||||||
Except for the above, there is no other transactions between with the company and its related parties for the six months ended June 30, 2026 and 2025.
9
Balances with related parties
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Due to related parties * | ||||||||
| Guangzhou Tiancheng Capital Management Group Co., Ltd. | ||||||||
| Infinity worldwide holding ltd | ||||||||
| Total due to related parties | $ | $ | ||||||
| * |
| 10. | Discontinued Operations |
Disposal of Guangdong Tiancheng Jinhui Enterprise Development Group Co., Ltd. and its subsidiaries
Due to uncertainty in the future of the business,
in June 2026, the Company sold all of its assets and liabilities related to the corporate consulting services of Guangdong Tiancheng Jinhui
Enterprise Development Group Co., Ltd. and its subsidiaries with an effective date of June 18, 2026. The business was sold
for cash consideration of $
Revenue and expenses related to all discontinued operations are detailed in the table below in US dollars:
| June 30, 2026 |
June 30, 2025 |
|||||||
| $ | $ | |||||||
| Revenue | ||||||||
| Cost of revenue | ( |
) | ( |
) | ||||
| Selling expenses | ( |
) | ||||||
| General and administrative expenses | ( |
) | ( |
) | ||||
| Other (expenses) income | ( |
) | ( |
) | ||||
| Loss from disposal of discontinued operations | ( |
) | ||||||
| Results of discontinued operations | ( |
) | ||||||
10
Assets and liabilities related to all discontinued operations are detailed in the table below in US dollars:
|
June 30, 2026 |
December 31, 2025 |
|||||||
| ASSETS | ||||||||
| Current assets | $ | $ | ||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable, net | ||||||||
| Prepayment | ||||||||
| Other receivables | ||||||||
| Current assets of discontinued operations | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Non current assets of discontinued operations | ||||||||
| Total assets of discontinued operations | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | $ | $ | ||||||
| Accounts payable | ||||||||
| Accounts payable - related party | ||||||||
| Advance from clients | ||||||||
| Due to related parties | ||||||||
| Taxes payable | ||||||||
| Accruals and other payables | ||||||||
| Total current liabilities of discontinued operations | ||||||||
| Total liabilities of discontinued operations | ||||||||
| 11. | Subsequent Event |
This following disclosure is contained in the Form 6-K dated July 24, 2026. On August 31, 2026, the Company will hold an extraordinary general meeting to vote on nine proposals constituting post-balance sheet events, including the increase of authorized share capital, amendment to the rights of Class B ordinary shares, corporate name change to Nexpu Ltd, adoption of multiple restated memoranda and articles of association to match revised capital structures, implementation of share capital reduction and reorganization, authorization of the board to conduct share consolidation within a two-year period, corresponding constitutional document updates for share consolidation, and the approval and adoption of the Class B Ordinary Shares Incentive Plan.
On July 17, 2026, the Company filed a Registration
Statement on Form S-8 with the SEC to register
11
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview and Outlook
Top KingWin Ltd (the “Company” or “we”) is a holding company incorporated under the laws of the Cayman Islands with no standalone material operations. We conduct substantially all our business through wholly-owned subsidiaries located in Mainland China, Hong Kong and the United States. During the six months ended June 30, 2026, the Company implemented a strategic business restructuring: we divested all assets and liabilities related to corporate consulting, training and transaction advisory businesses effective June 30, 2026, and classified such segment as discontinued operations. Our core ongoing business now focuses on sales of AI data collection and analysis servers, as well as newly launched intelligent robot sales in the U.S. market.
Our Products and Revenue Recognition Policy
Business Line Classification
The Company’s continuing operations include sales of AI data collection and analysis servers (our primary revenue stream) and newly launched intelligent robot sales commenced in the first half of 2026. All corporate training, fundraising consulting and transaction advisory service businesses were disposed on June 18, 2026 and are presented as discontinued operations.
Revenue Recognition Policy
Revenue is recognized at a point in time when control of hardware products transfers to customers, with no over-time performance obligations under our hardware sales contracts. Our sales agreements contain no product return clauses.
Revenue Breakdown – Six Months Ended June 30
| For the Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Service Category | $ | % of revenues |
$ | % of revenues |
||||||||||||
| Revenues from sales of devices to support AI data collection and analysis | 3,944,788 | 65 | % | 2,789,575 | 82 | % | ||||||||||
| Revenue from sales of robots | 1,920,000 | 31 | % | - | - | |||||||||||
| Total revenues from continuing operations | 5,864,788 | 96 | % | 2,789,575 | 82 | % | ||||||||||
| Total revenues from discontinued operations | 221,735 | 4 | % | 627,443 | 18 | % | ||||||||||
| Total revenues | 6,086,523 | 100 | % | 3,417,018 | 100 | % | ||||||||||
Analysis of Operating Results for the Six Months Ended June 30, 2026 vs. 2025
Gross Profit & Cost of Revenue
The following table shows different categories of services we provided for the month ended June 30, 2026 in USD, including continuing and discontinued operations:
| Service category | Sales of devices to support AI data collection and analysis |
Sales of robots |
Discontinued operations |
Total | ||||||||||||
| Revenue | 3,944,788 | 1,920,000 | 221,735 | 6,086,523 | ||||||||||||
| % of revenue | 65 | % | 31 | % | 4 | % | 100 | % | ||||||||
| Cost of revenue | 3,934,850 | 1,520,000 | 797 | 5,455,647 | ||||||||||||
| % of cost | 72 | % | 28 | % | 0 | % | 100 | % | ||||||||
| Gross profit | 9,938 | 400,000 | 220,938 | 630,876 | ||||||||||||
| Gross margin | 0.25 | % | 21 | % | 100 | % | 10 | % | ||||||||
The following table shows different categories of services we provided for the month ended June 30, 2025 in USD, including continuing and discontinued operations:
| Service category | Sales of devices to support AI data collection and analysis |
Sales of robots |
Discontinued operations |
Total | ||||||||||||
| Revenue | 2,789,575 | - | 627,443 | 3,417,018 | ||||||||||||
| % of revenue | 82 | % | - | % | 18 | % | 100 | % | ||||||||
| Cost of revenue | 2,771,953 | - | 255,147 | 3,027,100 | ||||||||||||
| % of cost | 92 | % | - | % | 8 | % | 100 | % | ||||||||
| Gross profit | 17,622 | - | 372,296 | 389,918 | ||||||||||||
| Gross margin | 1 | % | - | % | 59 | % | 11 | % | ||||||||
We generated gross profit of $630,876 and $389,918, representing overall gross margins of 10% and 11% for the six months ended June 30, 2026 and 2025, respectively. The overall gross profit margin decreased by 1%. This change was primarily attributable to the discontinuation of high-margin corporate training and transaction advisory businesses effective June 30, 2026. The negative impact from exiting such high-margin service segment partially offset the margin improvement brought by newly added intelligent robot sales.
Operating Expenses
The following table sets forth the breakdown of our operating expenses for the six months ended June 30, 2026 and 2025:
| For the Six Months Ended June 30, | Change | |||||||||||||||||||||||
| 2026 | % | 2025 | % | Amount | % | |||||||||||||||||||
| Selling expenses | $ | 57,274 | 0.3 | % | $ | 240,707 | 7.7 | % | $ | (183,433 | ) | (76.2 | )% | |||||||||||
| General and administrative expenses |
21,637,407 | 100.1 | % | 2,246,866 | 72.0 | % | 19,390,541 | 863.0 | % | |||||||||||||||
| Total operating expenses from continuing operations |
21,694,681 | 100.4 | % | 2,487,573 | 79.7 | % | 19,207,108 | 772.1 | % | |||||||||||||||
| Total operating expenses from discontinued operations |
(77,104 | ) | (0.4 | )% | 631,747 | 20.3 | % | (708,851 | ) | (112.2 | )% | |||||||||||||
| Total operating expenses | $ | 21,617,577 | 100.0 | % | $ | 3,119,320 | 100.0 | % | $ | 18,498,257 | 593.0 | % | ||||||||||||
Selling Expenses
Our selling expenses decreased by $183,433 or 76.2%, $ 240,707 for the six months ended June 30, 2025 to $57,274 for the six months ended June 30, 2026. During this period, we have decreased our sales team’s salaries for this period.
General and Administrative Expenses
General and administrative expenses were $21,637,407, representing an increase of 863% compared to $2,246,866 in the first half of 2025.
The surge in general and administrative expenses was primarily driven by an additional allowance of $19,580,249 recorded for the impairment of prepayments to suppliers.
In September 2024, the Company made prepayments totaling approximately CNY268.73 million to multiple suppliers for AI server procurement.
From July 2025 through December 2025, we repeatedly urged suppliers to deliver contracted servers, but suppliers consistently refused delivery and unilaterally proposed raising server unit prices to more than five times the original contract price.
In April 2026, the Company formally notified all relevant suppliers of contract termination and demanded full refunds of the prepayments. As of June 30, 2026, we received no response from those suppliers.
As of December 31, 2025, the Company recognized a 50% impairment allowance of $18,694,608.63 for these prepayments. As of June 30, 2026, based on prudent accounting judgments in accordance with U.S. GAAP, the Company recorded an additional allowance for credit losses against the remaining 50% carrying value, resulting in a full 100% allowance for these four supplier prepayments. The incremental credit loss expense recognized in the six months ended June 30, 2026 amounted to $19,580,249, which was the primary driver of the surge in general and administrative expenses.
2
Income tax
Income tax benefit is nil for the six months ended June 30, 2026 and 2025.
GAAP net loss attributable to ordinary shareholders was $19,613,029, as compared to a net loss of $3,163,291 in the prior year period.
GAAP Basic EPS was $(7.70) per share, as compared to $(10.73) per share in the prior year period.
Cash and Cash Equivalents and Restricted Cash
The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025:
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by (used in) operating activities from continuing operations | $ | 20,250 | $ | (912,532 | ) | |||
| Net cash provided by (used in) operating activities from discontinued operations | 70,246 | (213,526 | ) | |||||
| Net cash provided by (used in) operating activities from discontinued operations | 90,496 | (1,126,058 | ) | |||||
| Net cash provided by investing activities from continuing operations | 215,505 | 470,308 | ||||||
| Net cash provided by investing activities | 215,505 | 470,308 | ||||||
| Net cash provided by financing activities from continuing operations | - | 197,460 | ||||||
| Net cash provided by financing activities from discontinued operations | - | 146,154 | ||||||
| Net cash provided by financing activities | - | 343,614 | ||||||
| Effect of exchange rate change on cash and cash equivalents, and restricted cash from continuing operations | (1,028,028 | ) | (186,110 | ) | ||||
| Net decrease in cash and restricted cash | $ | (722,027 | ) | $ | (498,246 | ) | ||
Operating Activities
Continuing operations
Net cash provided by operating activities from continuing operations was $20,250 for the six months ended June 30, 2026, compared to $-912,532 for the six months ended June 30, 2025. The increase in net cash provided by operating activities for the six months of 2026 was primarily attributable to the sale of AI robots and related components.
Discontinued operations
Net cash provided by operating activities from discontinued operations was $70,246 for the six months ended June 30, 2026, compared to $-213,526 for the six months ended June 30, 2025. The increase in net cash provided by operating activities for the six months of 2026 was primarily attributable to the service fees received by the disposed subsidiaries from its consulting business, and the decrease in personnel expenses of the disposed subsidiaries.
Investing Activities
Net cash provided by investing activities was $215,505 for the six months ended June 30, 2026, compared to $470,308 for the six months ended June 30, 2025. The net cash provided in the six months of 2026 was attributable to the receipt of $218,100 from the disposal of subsidiaries.
Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026, was nil, compared to $343,614 provided by financing activities for the six months ended June 30, 2025. The net cash provided from continuing operations in 2025 was due to proceeds from the issuance of convertible notes totaling $797,460 and paid for stock issuance costs at $600,000. The net cash provided from discontinued operations in 2025 was attributable to the proceeds of $146,154 obtained by the disposed subsidiary through intercompany loans.
3