エドガーで原本を確認する
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 December 2025.
Commission File Number 001-42767
J-Star Holding Co., Ltd.
(Translation of registrant’s name into English)
7/F-1, No. 633, Sec. 2, Taiwan Blvd.,
Xitun District, Taichung City 407,
Taiwan (R.O.C.)
(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.
J-Star Holding Co., Ltd. Announces Unaudited Interim 2025 Financial Results
Form 20-F ☒ Form 40-F J-Star Holding Co., Ltd. (“J-Star” or the “Company”) (Nasdaq: YMAT), a company which develops and commercializes the technology on carbon reinforcement and resin systems and with operations conducted through subsidiaries in Taiwan, Hong Kong, and Samoa with its headquarters in Taiwan, today announced its unaudited financial results for the six months ended June 30, 2025.
J-Star Holding Co., Ltd. and its Subsidiaries
Interim Condensed Consolidated Balance Sheets
Expressed in United States Dollars
| As of June 30, | As of December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | (Unaudited) | (Audited) | ||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 909,995 | $ | 649,106 | ||||
| Current financial assets at amortized cost | 611,427 | 574,391 | ||||||
| Accounts receivable, net | 7,512,294 | 1,277,928 | ||||||
| Accounts receivable due from related parties, net | 5,482,668 | 5,029,583 | ||||||
| Other receivables | 1,762,648 | 1,952,834 | ||||||
| Others receivables due from related parties | 805,527 | 526,882 | ||||||
| Inventories, net | 830,461 | 555,680 | ||||||
| Prepayments | 618,243 | 519,817 | ||||||
| Prepayment to a related party | 2,110,639 | - | ||||||
| Guarantee deposits - Current assets | 149,189 | - | ||||||
| Deferred IPO Cost | 1,762,434 | 1,623,627 | ||||||
| Current assets | 22,555,525 | 12,709,848 | ||||||
| Non-current assets | ||||||||
| Non-current financial assets at fair value through other comprehensive income | 1,789,804 | 1,789,804 | ||||||
| Long-term receivables from related parties | 8,300,723 | 8,300,723 | ||||||
| Property, plant, and equipment, net | 532,853 | 451,742 | ||||||
| Right-of-use assets, net | 183,056 | 164,140 | ||||||
| Intangible assets, net | 15,557 | 2,572 | ||||||
| Deferred tax assets, net | 431,375 | 433,800 | ||||||
| Guarantee deposits - Non-current assets | 59,064 | 133,390 | ||||||
| Other non-current assets | 438,656 | 390,363 | ||||||
| Non-current assets | 11,751,088 | 11,666,534 | ||||||
| Total assets | $ | 34,306,613 | $ | 24,376,382 | ||||
| Liabilities and Equity | ||||||||
| Current liabilities | ||||||||
| Short-term loans | $ | 13,173,145 | $ | 8,999,751 | ||||
| Long-term loans due within one year | 516,444 | 42,478 | ||||||
| Contract liabilities | 193,583 | 107,786 | ||||||
| Accounts payable | 5,780,818 | 209,567 | ||||||
| Other payables | 348,388 | 802,840 | ||||||
| Current tax liabilities | - | 16,415 | ||||||
| Current lease liabilities | 146,909 | 163,775 | ||||||
| Other current liabilities | 26,422 | 28,235 | ||||||
| Current liabilities | 20,185,709 | 10,370,847 | ||||||
| Non-current liabilities | ||||||||
| Long-term loans | 1,072,029 | 995,290 | ||||||
| Deferred tax liabilities | 20,128 | 10,982 | ||||||
| Non-current lease liabilities | 36,511 | - | ||||||
| Non-current liabilities | 1,128,668 | 1,006,272 | ||||||
| Total liabilities | 21,314,377 | 11,377,119 | ||||||
| Equity | ||||||||
| Equity attributable to owners of parent | ||||||||
| Share capital | 7,881,444 | 7,881,444 | ||||||
| Capital surplus | 7,913,602 | 7,847,746 | ||||||
| Accumulated deficit | (3,232,143 | ) | (3,237,380 | ) | ||||
| Accumulated other comprehensive income | 429,333 | 507,453 | ||||||
| Total equity | 12,992,236 | 12,999,263 | ||||||
| Total liabilities and equity | $ | 34,306,613 | $ | 24,376,382 | ||||
|
|
J-Star Holding Co., Ltd. and its Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income
Expressed in United States Dollars
| For
the six months ended June 30 |
||||||||
| 2025 | 2024 | |||||||
| Operating revenue | $ | 10,588,835 | $ | 8,098,739 | ||||
| Cost of revenue | (7,740,725) | (5,650,177) | ||||||
| Gross profit from operations | 2,848,110 | 2,448,562 | ||||||
| Operating expenses | ||||||||
| Selling expenses | (607,807) | (645,251) | ||||||
| Administrative expenses | (1,620,373 | ) | (924,572 | ) | ||||
| Research and development expenses | (466,351) | (297,959) | ||||||
| Reversal of expected credit losses | - | 42,537 | ||||||
| Operating expenses | (2,694,531) | (1,825,245) | ||||||
| Net operating income | 153,579 | 623,317 | ||||||
| Non-operating income and expenses | ||||||||
| Other losses, net | (41,575 | ) | (10,109 | ) | ||||
| Finance costs | (210,043) | (448,432) | ||||||
| Interest income | 75,150 | 21,331 | ||||||
| Foreign exchange gains | 37,546 | 206,819 | ||||||
| Non-operating expenses, net | (138,922) | (230,391) | ||||||
| Profit before income tax | 14,657 | 392,926 | ||||||
| Income tax (expense) credit | (9,420) | 86,343 | ||||||
| Profit after income tax | $ | 5,237 | $ | 479,269 | ||||
| Components of other comprehensive loss that will be reclassified to profit or loss | ||||||||
| Exchange differences on translation of foreign operations | (78,120) | (34,526) | ||||||
Total comprehensive (loss) income |
$ | (72,883 | ) | $ | 444,743 | |||
| Basic and diluted | ||||||||
| Earnings per share | $ | 0.00 | $ | 0.03 | ||||
Safe Harbor Statements
This filing contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as J-Star’s strategic and operational plans, contain forward-looking statements. J-Star may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about J-Star’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: changes in political, social and economic conditions, the regulatory environment, laws and regulations and interpretation thereof in the jurisdictions where we conduct business or expect to conduct business; the risk that we may be unable to realize our anticipated growth strategies and expected internal growth; its future business development, results of operations and financial condition; changes in the availability and cost of professional staff which we require to operate our business; changes in customers’ preferences and needs; changes in competitive conditions and our ability to compete under such conditions; changes in our future capital needs and the availability of financing and capital to fund such needs; changes in currency exchange rates or interest rates; projections of revenue, earnings, capital structure and other financial items; changes in our plan to enter into certain new business sectors; and other factors beyond our control. Further information regarding these and other risks is included in J-Star’s filings with the SEC. All information provided in this report and in the attachments is as of the date of this report, and J-Star undertakes no obligation to update any forward-looking statement, except as required under applicable law.
Other Information
On December 18, 2025, the Company issued a press release entitled “J-Star Announces Interim Financial Results for the First Six Months of 2025.” A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated December 18, 2025 |
|
|
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.
| Date: December 18, 2025 | J-Star Holding Co., Ltd. | |
| By: | /s/ Sam Van | |
| Name: | Sam Van | |
| Title: | Chief Executive Officer | |
|
|
Exhibit 99.1
J-Star Announces Interim Financial Results for the First Six Months of 2025
Taichung City, Taiwan, December 18, 2025 – J-Star Holding Co., Ltd. (Nasdaq: YMAT) (“J-Star” or the “Company”), a leading provider of innovative carbon fiber and composite solutions across a wide range of applications including personal sports equipment, healthcare products, automobile parts, resin systems, and research and development services, today announced its unaudited financial results for the six months ended June 30, 2025 (“First Half 2025”).
Financial and Business Highlights
| ● | Revenue increased 30.7% to $10.6 million compared to $8.1 million for the same period last year | |
| ● | Gross margin of 26.9% compared to 30.2% for the same period last year | |
| ● | Delivered net operating profit of $154,000 and profit after income tax of $5,000 as the Company focused on launching its branded products and preparation for its Nasdaq Initial Public Offering | |
| ● | Significantly expanded in rackets, including launching YMA’s first company-owned pickleball brand | |
| ● | Successfully completed Initial Public Offering in July 2025, raising $5.0 million in gross proceeds |
Comments from Sam Van, Chief Executive Officer of J-Star
“We are proud to have become a leading provider of innovative carbon fiber and composite solutions with products that have been endorsed by major brands and embraced by champions for over six decades. Our strong first half 2025 results are indicative of our ability to innovate toward high growth markets such as rackets, adapt to evolving market conditions in bikes, and execute with discipline. As a public company, we believe we are still in the early stages of a compelling growth journey.”
“Revenue of $10.6 million grew more than 30% in 1H 2025, including approximately 500% growth in both our rackets and technical services businesses. This performance reflects successful evolution of our business model toward becoming a solutions provider rather than a traditional OEM. Notably, we were able to more than offset the deliberate reduction in bicycle volumes to focus on maintaining margins, as well as a decline in crank revenue following the acquisition of our customer by a third party.”
“In the first half of 2025 we prepared for YMA’s launch of a line of in-house pickleball paddles as part of our direct-to-consumer strategy as we seek to capture our share of the world’s fastest growing sport, and we have since introduced the first two paddles – Horizon and Supernova. We also partnered up with cycling industry veterans to create a new premium carbon fiber components brand – QO Bikes. We are encouraged by the initial market response to both offerings. We are focusing on preparing the automation production line setup ahead of the planned facility in Texas over the coming months.”
“Looking ahead, we are focused on establishing our U.S.-based manufacturing capabilities, as part of our stated OEM strategy to develop capacity closer to our customers, particularly for the pickleball market. This strategy will enable us to improve inventory management, reduce transportation time, and lower our costs relative to competitors, as well as adding value to our customers through a ‘made in America’ approach.”
|
|
First Half 2025 Results
Total revenue for 1H 2025 was $10.6 million, an increase of 30.7% compared to $8.1 million for the first six months of 2024 (“1H 2024”). The growth was driven by a substantial increase in rackets and technical services sales, which more than offset lower sales of bicycle frames and components, reflecting a deliberate focus on maintaining margins rather than pursuing volumes in the bikes business.
Gross profit was $2.8 million, or 26.9% gross margin, compared to gross profit of $2.4 million, or 30.2% gross margin, for 1H 2024. The decrease in gross margin was concentrated in rackets as the Company reoriented business models to provide RD/Design/Raw Material supply services and acting as trading agent in preparation for exiting the China OEM business and expanding to the U.S.
Total operating expenses were $2.7 million, an increase of 47.6% compared to $1.8 million for 1H 2024. The increase was driven by higher administrative expenses, including non-recurring IPO-related expenses and costs associated with the launch of QO Bikes in Spain, as well as higher R&D expenses as we focus on preparing the automation factory setup in Houston, Texas.
Operating income was $154,000, a decrease of 75.3% compared to operating income of $623,000 in 1H 2024. Non-operating expenses, including finance costs, interest income and foreign exchange gains, were $139,000 in 1H 2025 compared to $230,000 in 1H 2024.
Profit after income tax was $5,000 ($0.00 per share) compared to $479,000 ($0.03 per share) in 1H 2024.
Cash and cash equivalents were $909,995 as of June 30, 2025, compared to $649,106 at December 31, 2024.
About J-Star Holding Co., Ltd.
J-Star (NASDAQ: YMAT) is a holding company with operations conducted through subsidiaries in Taiwan, Hong Kong, and Samoa with its headquarters in Taiwan. J-Star’s predecessor group was established in 1970, and has accumulated over 50 years of know-how in material composites industry. J-Star develops and commercializes the technology on carbon reinforcement and resin systems. With decades of experience and knowledge in composites and materials, J-Star is able to apply its expertise and technology to design and manufacture a great variety of lightweight, high-performance carbon composite products, ranging from key structural parts of electric bicycles and sports bicycles, rackets, automobile parts to healthcare products. Visit j-starholding.com and ymaunivers.com to learn more.
Forward Looking-Statements
Certain statements contained in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing dates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the final prospectus filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and J-Star specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Contact:
Matt Chesler, CFA
FNK IR
646-809-2183
investor@j-starholding.com
|
|
J-Star Holding Co., Ltd. and its Subsidiaries
Interim Condensed Consolidated Balance Sheets
Expressed in United States Dollars
| As of June 30, | As of December 31, | |||||||
| 2025 | 2024 | |||||||
| Unaudited | Audited | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 909,995 | $ | 649,106 | ||||
| Current financial assets at amortized cost | 611,427 | 574,391 | ||||||
| Accounts receivable, net | 7,512,294 | 1,277,928 | ||||||
| Accounts receivable due from related parties, net | 5,482,668 | 5,029,583 | ||||||
| Other receivables | 1,762,648 | 1,952,834 | ||||||
| Others receivables due from related parties | 805,527 | 526,882 | ||||||
| Inventories, net | 830,461 | 555,680 | ||||||
| Prepayments | 618,243 | 519,817 | ||||||
| Prepayment to a related party | 2,110,639 | 0 | ||||||
| Guarantee deposits - Current assets | 149,189 | 0 | ||||||
| Deferred IPO Cost | 1,762,434 | 1,623,627 | ||||||
| Current assets | 22,555,525 | 12,709,848 | ||||||
| Non-current assets | ||||||||
| Non-current financial assets at fair value through other comprehensive income | 1,789,804 | 1,789,804 | ||||||
| Long-term receivables from related parties | 8,300,723 | 8,300,723 | ||||||
| Property, plant, and equipment, net | 532,853 | 451,742 | ||||||
| Right-of-use assets, net | 183,056 | 164,140 | ||||||
| Intangible assets, net | 15,557 | 2,572 | ||||||
| Deferred tax assets, net | 431,375 | 433,800 | ||||||
| Guarantee deposits - Non-current assets | 59,064 | 133,390 | ||||||
| Other non-current assets | 438,656 | 390,363 | ||||||
| Non-current assets | 11,751,088 | 11,666,534 | ||||||
| Total assets | $ | 34,306,613 | $ | 24,376,382 | ||||
| Liabilities and Equity | ||||||||
| Current liabilities | ||||||||
| Short-term loans | $ | 13,173,145 | $ | 8,999,751 | ||||
| Long-term loans due within one year | 516,444 | 42,478 | ||||||
| Contract liabilities | 193,583 | 107,786 | ||||||
| Accounts payable | 5,780,818 | 209,567 | ||||||
| Other payables | 348,388 | 802,840 | ||||||
| Current tax liabilities | 0 | 16,415 | ||||||
| Current lease liabilities | 146,909 | 163,775 | ||||||
| Other current liabilities | 26,422 | 28,235 | ||||||
| Current liabilities | 20,185,709 | 10,370,847 | ||||||
| Non-current liabilities | ||||||||
| Long-term loans | 1,072,029 | 995,290 | ||||||
| Deferred tax liabilities | 20,128 | 10,982 | ||||||
| Non-current lease liabilities | 36,511 | 0 | ||||||
| Non-current liabilities | 1,128,668 | 1,006,272 | ||||||
| Total liabilities | 21,314,377 | 11,377,119 | ||||||
| Equity | ||||||||
| Equity attributable to owners of parent | ||||||||
| Share capital | 7,881,444 | 7,881,444 | ||||||
| Capital surplus | 7,913,602 | 7,847,746 | ||||||
| Accumulated deficit | (3,232,143 | ) | (3,237,380 | ) | ||||
| Accumulated other comprehensive income | 429,333 | 507,453 | ||||||
| Total equity | 12,992,236 | 12,999,263 | ||||||
| Total liabilities and equity | $ | 34,306,613 | $ | 24,376,382 | ||||
|
|
J-Star Holding Co., Ltd. and its Subsidiaries
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income
Expressed in United States Dollars
| For the six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| Operating revenue | $ | 10,588,835 | $ | 8,098,739 | ||||
| Cost of revenue | (7,740,725 | ) | (5,650,177 | ) | ||||
| Gross profit from operations | 2,848,110 | 2,448,562 | ||||||
| Operating expenses | ||||||||
| Selling expenses | (607,807 | ) | (645,251 | ) | ||||
| Administrative expenses | (1,620,373 | ) | (924,572 | ) | ||||
| Research and development expenses | (466,351 | ) | (297,959 | ) | ||||
| Reversal of expected credit losses | 0 | 42,537 | ||||||
| Operating expenses | (2,694,531 | ) | (1,825,245 | ) | ||||
| Net operating income | 153,579 | 623,317 | ||||||
| Non-operating income and expenses | ||||||||
| Other losses, net | (41,575 | ) | (10,109 | ) | ||||
| Finance costs | (210,043 | ) | (448,432 | ) | ||||
| Interest income | 75,150 | 21,331 | ||||||
| Foreign exchange gains | 37,546 | 206,819 | ||||||
| Non-operating expenses, net | (138,922 | ) | (230,391 | ) | ||||
| Profit before income tax | 14,657 | 392,926 | ||||||
| Income tax (expense) credit | (9,420 | ) | 86,343 | |||||
| Profit (loss) after income tax | $ | 5,237 | $ | 479,269 | ||||
| Components of other comprehensive income (loss) that will be reclassified to profit or loss | ||||||||
| Exchange differences on translation of foreign operations | (78,120 | ) | (34,526 | ) | ||||
| Total comprehensive income | $ | (72,883 | ) | $ | 444,743 | |||
| Basic and diluted | ||||||||
| Earnings per share | $ | 0.00 | $ | 0.03 | ||||
|
|