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: 001-40519
MicroCloud Hologram Inc.
(Exact name of registrant as specified in its charter)
Room 302, Building A, Zhong Ke Na Neng Building,
Yue Xing Sixth Road, Nanshan District, Shenzhen,
People’s Republic of China 518000
(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 ☐
Explanatory Note
MicroCloud Hologram Inc. (the “Company”) is furnishing this Form 6-K to provide its six-month interim financial statements and to incorporate such financial statements into the Company’s registration statements referenced below.
This Form 6-K and Exhibits 99.1 and 99.2 to this Form 6-K shall be deemed to be incorporated by reference in the registration statements filed with the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed.
Exhibit Index
| Exhibit No. | Exhibit Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024. | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operation for The First Half of 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) |
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: September 3, 2025
| MicroCloud Hologram Inc. | ||
| By: | /s/ Guohui Kang | |
| Name: | Guohui Kang | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
MICROCLOUD HOLOGRAM INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2024 |
June 30, 2025 |
June 30, 2025 |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Audited) | ||||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | 851,470,436 | 1,596,308,832 | 222,991,763 | |||||||||
| Short-term investments | 725,664,686 | 1,315,644,112 | 183,785,113 | |||||||||
| Accounts receivable, net | 23,471,365 | 26,237,429 | 3,665,162 | |||||||||
| Prepayments and other current assets | 9,671,579 | 7,339,399 | 1,025,256 | |||||||||
| Inventories, net | 765,683 | 591,387 | 82,612 | |||||||||
| Total current assets | 1,611,043,749 | 2,946,121,159 | 411,549,906 | |||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Property and equipment, net | 583,801 | 496,980 | 69,424 | |||||||||
| Investments in unconsolidated entities | 600,000 | 600,000 | 83,815 | |||||||||
| Right-of-use assets, net | 2,349,563 | 1,672,503 | 233,635 | |||||||||
| Prepayment and deposits, net | 320,098 | 320,098 | 44,715 | |||||||||
| Total non-current assets | 3,853,462 | 3,089,581 | 431,589 | |||||||||
| Total assets | 1,614,897,211 | 2,949,210,740 | 411,981,495 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Accounts payable | 13,405,894 | 13,663,146 | 1,908,634 | |||||||||
| Contract liabilities | 2,950,665 | 570,812 | 79,738 | |||||||||
| Other payables and accrued liabilities | 7,653,197 | 9,248,493 | 1,291,942 | |||||||||
| Operating lease liabilities - current | 1,445,223 | 1,529,573 | 213,669 | |||||||||
| Loan payable | 5,269,000 | 3,429,000 | 479,004 | |||||||||
| Taxes payable | 147,597 | 115,081 | 16,076 | |||||||||
| Convertible bonds | - | 52,687,296 | 7,360,000 | |||||||||
| Total current liabilities | 30,871,576 | 81,243,401 | 11,349,063 | |||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Operating lease liabilities - non-current | 1,037,221 | 255,401 | 35,677 | |||||||||
| Total non-current liabilities | 1,037,221 | 255,401 | 35,677 | |||||||||
| Total liabilities | 31,908,797 | 81,498,802 | 11,384,740 | |||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Class A Ordinary shares, $0.8 par value; 400,000,000 shares authorized, 1,362,583 shares and 14,167,316 shares issued and outstanding as of December 31, 2024 and June 30, 2025* | 7,835,503 | 81,166,669 | 11,333,861 | |||||||||
| Class B Ordinary shares, $0.8 par value; 100,000,000 shares authorized, 0nil shares and 400,000 shares issued and outstanding as of December 31, 2024 and June 30, 2025* | - | 2,290,752 | 320,000 | |||||||||
| Additional paid-in capital | 1,783,988,461 | 2,762,112,463 | 386,167,110 | |||||||||
| (Accumulated deficit)/ Retained earnings | (209,744,309 | ) | 28,127,573 | 3,620,515 | ||||||||
| Statutory reserves | 2,564,446 | 2,564,446 | 358,233 | |||||||||
| Accumulated other comprehensive loss | (832,436 | ) | (7,976,616 | ) | (1,124,237 | ) | ||||||
| Total MICROCLOUD HOLOGRAM INC. shareholders’ equity | 1,583,811,665 | 2,868,285,287 | 400,675,482 | |||||||||
| Non-controlling interests | (823,251 | ) | (573,349 | ) | (78,727 | ) | ||||||
| Total shareholders’ equity | 1,582,988,414 | 2,867,711,938 | 400,596,755 | |||||||||
| Total liabilities and shareholders’ equity | 1,614,897,211 | 2,949,210,740 | 411,981,495 | |||||||||
| * | The shares and per share information are presented on a retroactive basis to reflect the Share Consolidation and the reclassification of Class A and Class B ordinary shares (Note 15). |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-
MICROCLOUD HOLOGRAM INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
|
For the Six Months Ended June 30, |
||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RMB | RMB | USD | ||||||||||
| OPERATING REVENUES | ||||||||||||
| Products | 7,570,587 | 4,554,015 | 633,937 | |||||||||
| Services | 121,097,052 | 155,044,637 | 21,582,839 | |||||||||
| Total operating revenues | 128,667,639 | 159,598,652 | 22,216,776 | |||||||||
| Cost of Revenues | (105,235,177 | ) | (123,853,687 | ) | (17,240,933 | ) | ||||||
| GROSS PROFIT | 23,432,462 | 35,744,965 | 4,975,843 | |||||||||
| Operating expenses: | ||||||||||||
| Selling expenses | (1,172,939 | ) | (1,183,115 | ) | (164,694 | ) | ||||||
| General and administrative expenses | (14,852,131 | ) | (10,385,401 | ) | (1,445,690 | ) | ||||||
| Research and development expenses | (140,979,009 | ) | (24,091,812 | ) | (3,353,677 | ) | ||||||
| Allowance for credit loss | (590,534 | ) | 584,713 | 81,394 | ||||||||
| Change in fair value of warrant liabilities | 61,339 | - | - | |||||||||
| Total operating expenses | (157,533,274 | ) | (35,075,615 | ) | (4,882,667 | ) | ||||||
| (Loss) Income from operations | (134,100,812 | ) | 669,350 | 93,176 | ||||||||
| Other income | ||||||||||||
| Finance income, net | 5,348,098 | 22,591,551 | 3,144,835 | |||||||||
| Investment income | - | 214,868,468 | 29,910,557 | |||||||||
| Other income/ (expense), net | 9,548,647 | (2,815 | ) | (392 | ) | |||||||
| Total other income, net | 14,896,745 | 237,457,204 | 33,055,000 | |||||||||
| (Loss) Income before income taxes | (119,204,067 | ) | 238,126,554 | 33,148,176 | ||||||||
| Income tax expense | (2,532,496 | ) | (4,770 | ) | (664 | ) | ||||||
| Net (loss) income | (121,736,563 | ) | 238,121,784 | 33,147,512 | ||||||||
| Less: Net (loss) income attributable to non-controlling interests | (1,013,074 | ) | 249,902 | 34,787 | ||||||||
| Net (loss) income attributable to MicroCloud Hologram Inc’s shareholders | (120,723,489 | ) | 237,871,882 | 33,112,725 | ||||||||
| Other comprehensive income (loss) | ||||||||||||
| Foreign currency translation adjustment | 106,728 | (7,144,180 | ) | (994,499 | ) | |||||||
| Comprehensive (loss) income | (121,629,835 | ) | 230,977,604 | 32,153,013 | ||||||||
| Less: Comprehensive (loss) income attributable to non-controlling interests | (1,013,074 | ) | 249,902 | 34,787 | ||||||||
| Comprehensive (loss) income attributable to MicroCloud Hologram Inc’s shareholders | (120,616,761 | ) | 230,727,702 | 32,118,226 | ||||||||
| Weighted average number of ordinary shares* | ||||||||||||
| Basic | 36,420 | 5,088,734 | 5,088,734 | |||||||||
| Diluted | 36,420 | 5,378,554 | 5,378,554 | |||||||||
| Earnings per share* | ||||||||||||
| Basic | (3,314.76 | ) | 46.74 | 6.51 | ||||||||
| Diluted | (3,314.76 | ) | 44.23 | 6.16 | ||||||||
| * | The shares and per share information are presented on a retroactive basis to reflect the Share Consolidation and the reclassification of Class A and Class B ordinary shares (Note 15). |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-
MICROCLOUD HOLOGRAM INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
| Class A | Class B | Additional | Other | Non- | Total | Total | ||||||||||||||||||||||||||||||||||||||
| ordinary shares | ordinary shares | paid-in | Statutory | Accumulated | comprehensive | controlling | Shareholders’ | Shareholders’ | ||||||||||||||||||||||||||||||||||||
| Shares* | Amount | Shares* | Amount | capital | reserves | deficit | income | interests | Equity | Equity | ||||||||||||||||||||||||||||||||||
| RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | USD | ||||||||||||||||||||||||||||||||||||
| BALANCE, December 31, 2023 | 7,426 | 42,318 | - | - | 286,296,970 | 3,052,776 | (146,909,851 | ) | (1,365,466 | ) | 86,196 | 141,202,943 | 19,936,316 | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | (120,723,489 | ) | - | (1,013,074 | ) | (121,736,563 | ) | (17,133,446 | ) | |||||||||||||||||||||||||||||
| Disposal of subsidiaries | - | - | - | - | - | (500,000 | ) | 500,000 | - | - | - | - | ||||||||||||||||||||||||||||||||
| Issuance of common stock to employees | 45 | 255 | - | - | 952,300 | - | - | - | - | 952,555 | 134,280 | |||||||||||||||||||||||||||||||||
| Shares converted from convertible promissory note | 130,346 | 741,183 | - | - | 699,511,209 | - | - | - | - | 700,252,392 | 98,256,000 | |||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | 106,728 | - | 106,728 | (56,869 | ) | ||||||||||||||||||||||||||||||||
| BALANCE, June 30, 2024 | 137,817 | 783,756 | - | - | 986,760,479 | 2,552,776 | (267,133,340 | ) | (1,258,738 | ) | (926,878 | ) | 720,778,055 | 101,136,281 | ||||||||||||||||||||||||||||||
| Class A | Class B | Additional | Other | Non- | Total | Total | ||||||||||||||||||||||||||||||||||||||
| ordinary shares | ordinary shares | paid-in | Statutory | Retained | comprehensive | controlling | Shareholders’ | Shareholders’ | ||||||||||||||||||||||||||||||||||||
| Shares* | Amount | Shares* | Amount | capital | reserves | earnings | income | interests | Equity | Equity | ||||||||||||||||||||||||||||||||||
| RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | USD | ||||||||||||||||||||||||||||||||||||
| BALANCE, December 31, 2024 | 1,362,583 | 7,835,503 | - | - | 1,783,988,461 | 2,564,446 | (209,744,309 | ) | (832,436 | ) | (823,251 | ) | 1,582,988,414 | 220,214,292 | ||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | 237,871,882 | - | 249,902 | 238,121,784 | 33,147,512 | |||||||||||||||||||||||||||||||||
| Shares converted from convertible promissory note | 12,804,733 | 73,331,166 | 400,000 | 2,290,752 | 978,124,002 | - | - | - | - | 1,053,745,920 | 147,200,000 | |||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | (7,144,180 | ) | - | (7,144,180 | ) | 34,951 | |||||||||||||||||||||||||||||||
| BALANCE, June 30, 2025 | 14,167,316 | 81,166,669 | 400,000 | 2,290,752 | 2,762,112,463 | 2,564,446 | 28,127,573 | (7,976,616 | ) | (573,349 | ) | 2,867,711,938 | 400,596,755 | |||||||||||||||||||||||||||||||
| * | The shares and per share information are presented on a retroactive basis to reflect the Share Consolidation and the reclassification of Class A and Class B ordinary shares (Note 15). |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-
MICROCLOUD HOLOGRAM INC. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the Six Months Ended June 30, |
||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RMB | RMB | USD | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net (loss) income | (121,736,563 | ) | 238,121,784 | 33,147,512 | ||||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||||||
| Depreciation and amortization | 434,622 | 116,515 | 16,219 | |||||||||
| Amortization of operating lease right-of-use assets | 550,182 | 677,060 | 94,249 | |||||||||
| Allowance (recovery) for credit loss | 590,534 | (584,713 | ) | (81,394 | ) | |||||||
| Deferred tax expense | 2,931,447 | - | - | |||||||||
| Gain from short-term investments | (2,682,181 | ) | (214,330,795 | ) | (29,835,711 | ) | ||||||
| Change in fair value of warrant liabilities | (61,339 | ) | - | - | ||||||||
| Stock compensation expense | 954,086 | - | - | |||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts receivable | (13,693,741 | ) | (2,181,351 | ) | (303,653 | ) | ||||||
| Prepayment and other current assets | 3,857,610 | 2,332,180 | 324,649 | |||||||||
| Inventories | 124,990 | 174,296 | 24,263 | |||||||||
| Prepayments and deposits | (1,000 | ) | - | - | ||||||||
| Accounts payable | 6,576,140 | 257,252 | 35,811 | |||||||||
| Operating lease liabilities | (537,432 | ) | (697,470 | ) | (97,091 | ) | ||||||
| Contract liabilities | (1,687,883 | ) | (2,379,853 | ) | (331,285 | ) | ||||||
| Other payables and accrued liabilities | 2,238,039 | 1,595,296 | 222,072 | |||||||||
| Taxes payable | (589,661 | ) | (32,516 | ) | (4,526 | ) | ||||||
| Net cash (used in) provided by operating activities | (122,732,150 | ) | 23,067,685 | 3,211,115 | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Purchases of short-term investments | (106,973,268 | ) | (522,577,800 | ) | (73,000,000 | ) | ||||||
| Purchases of property and equipment | (11,927 | ) | (29,694 | ) | (4,134 | ) | ||||||
| Redemption of short-term investments | - | 143,172,000 | 20,000,000 | |||||||||
| Net cash used in investing activities | (106,985,195 | ) | (379,435,494 | ) | (53,004,134 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Cash received from convertible bonds | 733,797,421 | 1,106,433,216 | 154,560,000 | |||||||||
| Repayments of bank loans | (3,389,020 | ) | (2,490,000 | ) | (346,618 | ) | ||||||
| Proceeds from bank loans | 3,240,000 | 650,000 | 90,483 | |||||||||
| Net cash provided by financing activities | 733,648,401 | 1,104,593,216 | 154,303,865 | |||||||||
| Effect of exchange rate on cash and cash equivalents | 98,775 | (3,387,011 | ) | 30,297 | ||||||||
| Change in cash and cash equivalents | 504,029,831 | 744,838,396 | 104,541,143 | |||||||||
| Cash and cash equivalents, at beginning of period | 126,037,538 | 851,470,436 | 118,450,620 | |||||||||
| Cash and cash equivalents, at end of period | 630,067,369 | 1,596,308,832 | 222,991,763 | |||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for income taxes | 1,058 | 10,692 | 1,488 | |||||||||
| Cash paid for interest | 54,476 | 68,504 | 9,536 | |||||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||
| Convertible bonds exercise the right of conversion | (700,250,861 | ) | (1,053,745,920 | ) | (147,200,000 | ) | ||||||
| Initial recognition of right-of-use assets and lease liabilities | 90,465 | - | - | |||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-
MICROCLOUD HOLOGRAM INC. AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Nature of business and organization
MicroCloud Hologram Inc. (“MicroCloud”, formerly known as Golden Path Acquisition Corporation (“Golden Path” or “the Company”)), a Cayman Islands exempted company, is a leading holographic digitalization technology service provider in China, which is committed to providing first-class holographic technology services to the customers worldwide.
On September 16, 2022, the Company consummated the previously announced business combination pursuant to the Merger Agreement, by and among Golden Path, Golden Path Merger Sub, and MC Hologram Inc. (“MC”). Pursuant to the Merger Agreement, MC merged with Golden Path Merger Sub, survived the merger and continued as the surviving company and a wholly owned subsidiary of Golden Path (the “Merger”, and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). Upon the closing of the Business Combination (the “Closing”), Golden Path changed its name to MicroCloud Hologram Inc., pursuant to which Golden Path issued 44,554,455 ordinary shares to MC shareholders. Prior to the Closing, the holders of Golden Path ordinary shares had the right to redeem all, or a portion of their Golden Path ordinary shares calculated in accordance with Golden Path’s governing documents. At the Closing, each of Golden Path’s public units separated into its components consisting of one ordinary share, one warrant and one right, and as a result, the units no longer trade as a separate security. As a result of the Closing of the Business Combination, after reflecting the actual redemption of 2,182,470 shares by Golden Path shareholders, MC owns approximately 87.68% of the outstanding Golden Path ordinary shares, the former shareholders of Golden Path owns approximately 11.57% of the outstanding Golden Path ordinary shares, and Peace Asset Management, a private held entity who facilitated the business combination, owns approximately 0.75% as of June 30, 2023 (not giving effect to any shares issuable to them upon the exercise of any Golden Path warrants). Immediately after giving effect to the Business Combination, MicroCloud has 50,812,035 ordinary shares issued and outstanding, and 6,020,500 warrants outstanding. The proceeds received from the Reverse Recapitalization are $33.2 million, net of certain transaction costs.
As a result of the consummation of the Business Combination, MC is now a wholly owned subsidiary of the Company, which has changed its name to MicroCloud Hologram Inc.
Following the Closing, on September 19, 2022, the ordinary shares and public warrants outstanding upon the Closing began trading on the NASDAQ Stock Exchange (the “NASDAQ”) under the symbols “HOLO” and “HOLOW,” respectively.
The transaction was accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States (“GAAP”) because the primary assets of Golden Path would be nominal following the close of the Merger. Under this method of accounting, Golden Path was treated as the “acquired” company for financial reporting purposes and MC was determined to be the accounting acquirer based on the terms of the Merger and other factors including: (i) MC’s stockholders have a majority of the voting power of the combined company, (ii) MC comprises a majority of the governing body of the combined company, and MC’s senior management comprises all of the senior management of the combined company, and (iii) MC comprises all of the ongoing operations of the combined entity. Accordingly, for accounting purposes, this transaction was treated as the equivalent of the Company issuing shares for the net assets of Golden Path, accompanied by a recapitalization. The shares and net loss per common share, prior to the Reverse Recapitalization, have been retroactively restated as shares reflecting the Exchange Ratio established in the Reverse Recapitalization (one Golden Path share for one Company share). The net assets of Golden Path were recorded at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization are those of MC.
F-
| Schedule of accompanying consolidated financial statements | |||||
| Name | Background | Ownership | |||
| MC Hologram Inc (“MC”) | - | A Cayman Islands company | 100% owned by MicroCloud | ||
| - | Formed on November 10, 2020 | ||||
| - | Registered capital of USD 50,000 | ||||
| - | A holding company | ||||
| Quantum Edge HK Limited (“Mengyun HK”) | - | A Hong Kong company | 100% owned by MC | ||
| - | Formed on November 25, 2020 | ||||
| - | Registered capital of HK 10,000 (USD 1,290) | ||||
| - | A holding company | ||||
| Beijing Xihuiyun Technology Co., Ltd (“Beijing Xihuiyun”) | - | A PRC limited liability company | 100% owned by Mengyun HK | ||
| - | Formed on May 11, 2021 | ||||
| - | Registered capital of RMB 207,048,000 | ||||
| - | A holding company | ||||
| Shanghai Mengyun Holographic Technology Co., Ltd. (“Shanghai Mengyun”) | - | A PRC limited liability company |
81.63% owned by Beijing Xihuiyun and 18.37% owned by Mengyun HK |
||
| - | Formed on March 24, 2016 | ||||
| - | Registered capital of RMB 27,000,000 | ||||
| - | Primarily engages in holographic integrated solutions. | ||||
| Shenzhen Mengyun Holographic Technology Co., Ltd. (“Shenzhen Mengyun”) | - | A PRC limited liability company | 100% owned by Shanghai Mengyun | ||
| - | Formed on March 15, 2016 | ||||
| - | Registered capital of RMB 10,000,000 | ||||
| - | Primarily engages in holographic integrated solutions. | ||||
| Shenzhen BroadVision Technology Co., Ltd. (“Shenzhen Bowei”) | - | A PRC limited liability company | 100% owned by Shenzhen Mengyun | ||
| - | Formed on April 12, 2016 | ||||
| - | Registered capital of RMB 10,000,000 | ||||
| - | Primarily engages in holographic PCBA solutions. | ||||
| Mcloudvr Software Network Technology HK Co., Limited (“Mcloudvr HK”) | - | A Hong Kong company | 100% owned by Shenzhen Mengyun | ||
| - | Formed on February 2, 2016 | ||||
| - | Registered capital of HKD 100,000 | ||||
| - | Primarily engages in holographic integrated solutions. | ||||
F-
| Name | Background | Ownership | |||
| Broadvision Intelligence (Hong Kong), Ltd. (“Broadvision HK”) | - | A Hong Kong company | 100% owned by Shenzhen Bowei | ||
| - | Formed on November 5, 2020 | ||||
| - | Registered capital of HKD 10,000 | ||||
| - | No operation | ||||
| Ocean Cloud Technology Co., Limited. (“Ocean HK”) | - | A Hong Kong company | 56% owned by Mcloudvr HK | ||
| - | Formed on November 4, 2021 | ||||
| - | Registered capital of HKD 10,000 | ||||
| - | No operation | ||||
| Shenzhen Haiyun Xinsheng Technology Co., Ltd. (“Shenzhen Haiyun”) | - | A PRC limited liability company | 100% owned by Ocean HK | ||
| - | Formed on December 3, 2021 | ||||
| - | Registered capital of RMB 300,000 | ||||
| - | No operation | ||||
| Shenzhen Haiyun Xingchen Technology Co., Ltd. (“Haiyun Xingchen”) | - | A PRC limited liability company | 100% owned by Shenzhen Haiyun | ||
| - | Formed on February 26, 2024 | ||||
| - | Registered capital of RMB 300,000 | ||||
| - | No operation |
| Yichang Ji Yue Technology Ltd. (“Yichang Ji Yue”) | - | A PRC limited liability company | 100% owned by Haiyun Xingchen | ||
| - | Formed on January 18, 2021 | ||||
| - | Registered capital of RMB 1,000,000 | ||||
| - | Advertising service |
| BeiJing Ji Yue Technology Ltd. (“BeiJing Ji Yue”) | - | A PRC limited liability company | 100% owned by Yichang Ji Yue | ||
| - | Formed on July 24, 2018 | ||||
| - | Registered capital of RMB 500,000 | ||||
| - | Advertising service | ||||
| Shenzhen Yushian Technology Co., Ltd. (“Shenzhen Yushian”) | - | A PRC limited liability company | 100% owned by Shenzhen Haiyun | ||
| - | Formed on February 18, 2022 | ||||
| - | Registered capital of RMB 1,000,000 | ||||
| - | Advertising service | ||||
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| Name | Background | Ownership | |||
| HaiYun Group Investment Ltd. (“HaiYun Group”) | - | A BVI Business company | 100% owned by MC | ||
| - | Formed on March 18, 2025 | ||||
| - | No operation | ||||
| HaiCloud Technology Inc. (“HaiCloud Inc”) | - | A Cayman Islands company | 100% owned by HaiYun Group | ||
| - | Formed on May 8, 2025 | ||||
| - | Primarily engages in holographic integrated solutions. | ||||
| HaiCloud Technology Limited. (“HaiCloud Ltd”) | - | A Hong Kong company | 100% owned by HaiCloud Inc | ||
| - | Formed on May 27, 2025 | ||||
| - | Registered capital of HKD 1,000,000 | ||||
| - | No operation | ||||
| ShenZhen HaiYun Zhichuang Technology Ltd. (“HaiYun Zhichuang”) | - | A PRC limited liability company | 100% owned by HaiCloud Ltd | ||
| - | Formed on June 27, 2025 | ||||
| - | Registered capital of RMB 1,000,000 | ||||
| - | No operation | ||||
Note 2 — Summary of significant accounting policies
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2025. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with the Company’s audited financial statements and note thereto as of and for the year ended December 31, 2024.
Principles of consolidation
The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
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Use of estimates
In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, the assessment of the allowance for credit loss, useful lives of property, equipment and the recoverability of long-lived assets, warrant liabilities and uncertain tax position. Actual results could differ from those estimates.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Non-controlling interests
Our non-controlling interests represent the minority shareholders’ ownership interests related to our subsidiaries, including 44% for Ocean HK and its subsidiaries. The non-controlling interests are presented in the consolidated balance sheets separately from equity attributable to our shareholders. Non-controlling interests in the results of us are presented on the consolidated statement of income as allocations of the total income or loss for the six months ended June 30, 2025 between non-controlling interest holders and our shareholders.
Non-controlling interests consist of the following:
| Schedule of Non-controlling interests | ||||||||||||
| December 31, 2024 |
June 30, 2025 |
June 30, 2025 |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Ocean HK | (823,251 | ) | (573,349 | ) | (78,727 | ) | ||||||
| Total non-controlling interests | (823,251 | ) | (573,349 | ) | (78,727 | ) | ||||||
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Foreign currency translation and other comprehensive income (loss)
On June 30, 2023, the Company determined that it would qualify as a foreign private issuer, as that term is defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934, beginning as of July 1, 2023. The reporting currency of the Company was Renminbi (“RMB”) for the year ended December 31, 2024. The Company has also presented USD for the period ended June 30, 2025 as additional information to the reader.
Pursuant to Accounting Standards Codification (“ASC”) 830 “Foreign Currency Matters”, the Company determined that its functional currency is RMB. MicroCloud and its subsidiaries, MC, Mengyun HK, Mcloudvr HK, Ocean HK, Broadvision HK, HaiYun Group, HaiCloud Inc and HaiCloud Ltd, maintain their book and records in USD, hence their financial information were translated into RMB in preparation of the consolidated financial statements. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period.
In the unaudited interim condensed consolidated financial statements, the financial information of the Company and other entities located outside of the PRC has been translated into RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period. The resulting foreign currency translation adjustment is recorded in other comprehensive income (loss).
The balance sheet amounts, except for shareholders’ equity, as of June 30, 2025 and December 31, 2024 were translated at USD 1.00 to RMB 7.1586 and to RMB 7.1884, respectively. The average translation rates applied to statement of income accounts for the six months ended June 30, 2025 and 2024 were USD 1.00 to RMB 7.1837 and RMB 7.1052, respectively. The shareholders’ equity accounts were stated at their historical rate. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet.
Cash and cash equivalents
Cash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents also consist of funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are unrestricted as to immediate use or withdraw. The Company maintains most of its bank accounts in the PRC and HK.
Short-term investments
Short-term investments consist primarily of wealth management products issued by commercial banks and investment banks, which contain variable interest indexed to the performance of underlying assets and redeemable on demand. These investments are stated at fair value. Changes in the fair value are reflected in other income in the consolidation statements of income and comprehensive income.
Accounts receivable, net
Accounts receivable, net are stated at the original amount less an allowance for credit losses. The credit terms are generally 90 days.
Accounts receivable, net are recognized in the period when the Company has provided services to its customers and when its right to consideration is unconditional. On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Accounting Standards Codification (“ASC” Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for credit losses, which replaces the previous incurred loss impairment model. The adoption of this ASU does not have a material effect on the Company’s consolidated financial statements.
F-
The Company evaluates its accounts receivable for credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company’s estimation of allowance for credit losses considers factors such as historical credit loss experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible. The Company adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable are likely to be unrecoverable, the Company also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted.
The allowance for credit losses as of December 31, 2024 and June 30, 2025 was RMB 4,030,967 and RMB 3,441,300 (USD 480,722), respectively.
Property plant and equipment, net
Property plant and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with 5% residual value. The estimated useful lives are as follows:
| Schedule of estimated useful lives | |||
| Useful Life | |||
| Office equipment | 3 years | ||
| Mechanical equipment | 3 – 5 years | ||
| Electronic and other equipment | 3 – 5 years | ||
| Vehicles | 3 – 5 years |
Investments in unconsolidated entities
The Company accounts for investments with less than 20% of the voting shares and does not have the ability to exercise significant influence over operating and financial policies of the investee using the cost method. The Company records cost method investments at the historical cost in its condensed consolidated financial statements and subsequently records any dividends received from the net accumulated earnings of the investee as income. Dividends received in excess of earnings are considered a return of investment and are recorded as reduction in the cost of the investments.
Cost method investments are evaluated for impairment when facts or circumstances indicate that the fair value of the long-term investments is less than its carrying value. An impairment is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, the: (i) nature of the investment; (ii) cause and duration of the impairment; (iii) extent to which fair value is less than cost; (iv) financial condition and near term prospects of the investments; and (v) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.
Impairment for long-lived assets
Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed 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 value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values.
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Convertible bonds
Convertible bonds are debt or equity instruments that either require or permit the investor to convert the instrument into equity securities of the issuer. The Company accounts for its convertible notes in accordance with ASC 470-20 Debt with Conversion and Other Options, whereby the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC 815-15 Derivatives and hedging – Embedded Derivatives or the substantial premium model in ASC 470-20 Debt – Debt with Conversion and Other Options applies.
Business combination
The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of operations. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition.
Fair value measurement
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined 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, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. |
Warrants liabilities
The Company accounts for warrants (Public Warrants or Private 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 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, 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 ordinary shares 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 quarterly 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 consolidated statements of operations. The Company has elected to account for its Public Warrants as equity and the Private Warrants as liabilities.
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Revenue recognition
Effective January 1, 2019, the Company adopted ASC Topic 606 using the modified retrospective adoption method. Based on the requirements of ASC Topic 606, revenue is recognized when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Revenue is recognized when the following 5-step revenue recognition criteria are met:
| 1) | Identify the contract with a customer | |
| 2) | Identify the performance obligations in the contract | |
| 3) | Determine the transaction price |
| 4) | Allocate the transaction price | |
| 5) | Recognize revenue when or as the entity satisfies a performance obligation |
The Company’s revenue recognition policies effective upon the adoption of ASC 606 are as follows:
(i) Holographic Solutions
a. Holographic Technology LiDAR Products
The Company generates light detection and ranging (“LiDAR”) revenue through selling integrated circuit board embedded with holographic software. The Company typically enters into written contracts with its customer where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of inventory. The Company’s performance obligation is to deliver products according to contract specifications. The Company recognizes product revenue at a point in time when the control of products is transferred to customers.
b. Holographic Technology Intelligence Vision software and Technology Development Service
The Company generates revenue by developing advanced driver assistance systems (“ADAS”) software and technology, which are generally on a fixed-priced basis. The Company has no alternative use for the customized software and the Company has an enforceable right to payment for performance completed to date. Revenues from ADAS software development contracts are recognized over time during the contract period based on the Company’s measurement of progress towards completion using input method, which is usually measured by comparing labor hours expended to date to total estimated labor hours needed to satisfy the performance obligation. Assumptions, risks and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivable and deferred revenues at each reporting period. The Company has a long history of developing various ADAS software resulting in its ability to reasonably estimate the progress toward completion on each fixed price customized contracts.
c. Holographic Technology Licensing and Content Products
The Company provides holographic content products and holographic software for music videos, shows, and commercials on a fixed-price basis. These contents and software are generally pre-developed and exist when made available to the customer. Content products are delivered through its website or offline using hard drive.
Revenues from licensing and content products are recognized at the point in time when the control of products or services is transferred to customers. No upgrades, maintenance, or any other post-contract customer support are provided.
F-
d. Holographic Technology Hardware Sales
The Company is a distributor of holographic hardware and generates revenue through resale. In accordance with ASC 606, revenue recognition: principal agent consideration, an entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. Otherwise, the entity is an agent in the transaction. The Company evaluates three indicators of control in accordance with ASU 2016-08: 1) For hardware sales, the Company is the most visible entity to customers and assumes fulfilment risk and risks related to the acceptability of products, including addressing customer complaints directly and handling of product returns or refunds directly. 2) The Company assumes inventory risk after taking the title from vendors and is responsible for product damage during shipment period prior to acceptance of its customers and is also responsible for product return if the customer is not satisfied with the products. 3) The Company determines the resale price of hardware products. 4) The Company is the party that directs the use of the inventory and can prevent the vendor from transferring the product to a customer or to redirect the products to a different customer. After evaluating the above scenario, the Company considers itself the principal of these arrangements and records hardware sales revenue on a gross basis.
Hardware sales contracts are on a fixed price basis with no separate sales rebate, discount, or other incentive. Revenue is recognized at a point in time when the Company has delivered products and the acceptance by its customer with no future obligation. The Company generally permits returns of products due to deficits; however, returns are historically insignificant.
(ii) Holographic Technology Service
Holographic advertisements are the use of holographic technology integrated into advertisements on media platforms and offline display. The Company enters advertising contracts with advertisers to promote merchandises and services where the price, which is generally based on cost per action (“CPA”), is fixed and determinable. The Company provides its advertising service to channel providers where the amounts cost per action are also fixed and determinable. Revenue is recognized at a point in time when agreed actions are performed. The Company considers itself as provider of the services under the CPA model as it has the control of the services at any time before it is transferred to the customers which is evidenced by 1) having a right to a service to be performed by the other party, which gives the Company the ability to direct that party to provide the service to the customers on the Company’s behalf. 2) having discretion in setting the price for the service 3) billing monthly advertising fee directly to customers by settling valid CPA data with customers. Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions on a gross basis. The Company also provides advertisement services through influencers on social networks. The Company charges advertisers a fixed rate, which is generally a fixed percentage of total value of merchandise sold over a specific period (“GMV”). Revenue is recognized at a point of time when merchandise is sold through social network.
Contract balances
Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent revenue recognized for the amounts invoiced and/or prior to invoicing when the Company has satisfied its performance obligation and has unconditional right to the payment. Contract assets represent the Company’s right to consideration in exchange for goods or services that the Company has transferred to a customer. The Company has no contract assets as of December 31, 2024 and June 30, 2025.
Contract liabilities represent the billings or cash received for services in advance of revenue recognition, which is recognized as revenue when all the Company’s revenue recognition criteria are met. The Company’s contract liabilities amounted to RMB 2,950,665 and RMB 570,812 (USD 79,738) as of December 31, 2024 and June 30, 2025, respectively. The Company expects to recognize this balance as revenue over the next 12 months.
F-
Cost of revenues
For holographic solutions, the cost of revenue consists primarily of the costs of hardware products sold and outsourced content providers, third party software development costs, and compensation expenses for the Company’s professionals.
For holographic technology service, the cost of revenue consists primarily of costs paid to channel distributors for advertising services and compensation expenses for the Company’s professionals.
Cost allocation
Cost allocation includes allocation of certain general and administrative and financial expenses paid by the Parent. General and administrative expenses consist primarily of salary and related expenses of senior management and employees, shared management expenses, including accounting, consulting, legal support services, and other expenses to provide operating support to the related businesses. These allocations are made using a proportional cost allocation method by considering the proportion of revenues, headcounts as well as estimates of time spent on the provision of services attributable to the Company and the related expenses resulted from the acquisition of subsidiary.
Research and development
Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, outsourced subcontractors, as well as office rental, depreciation and related expenses for the Company’s research and product development team.
Value added taxes (“VAT”)
Revenue represents the invoiced value of service, net of VAT. The VAT is based on gross sales price and VAT rates range up to 13% in China, depending on the type of service provided or product sold. 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 tax payable. All of the VAT returns filed by the Company’s subsidiaries in China, have been and remain subject to examination by the tax authorities for five years from the date of filing.
Income taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
F-
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, with a tax examination being presumed to occur. 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. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. PRC tax returns filed are subject to examination by any applicable tax authorities.
Leases
Effective January 1, 2022, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.
The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All the Company’s real estate leases are classified as operating leases.
When determining the lease payments for an operating lease transitioning to ASC 842 using the effective date, it’s based on future payments at the transition date, based on the present value of lease payments over the remaining lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.
F-
Employee benefit
The full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued.
The Company computes earnings/loss 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/loss divided by the weighted average ordinary share 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.
Statutory reserves
Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.
Segment reporting
FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.
The Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial information of the separate operating segments when making decisions about allocating resources and assessing the performance of the group. Majority of the Company’s business activities are carried out in PRC, hence no geographical segment is disclosed. The Company has determined two operating segments: (1) Holographic solutions, and (2) Holographic technology service.
Recently adopted accounting standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The Company adopted ASU 2023-07 on January 1, 2025, retrospectively to all periods presented in the consolidated financial statement. The adoption of this standard did not have a material impact to the Company’s results of operations, cash flows or financial condition.
F-
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
Note 3 — Business combination
Acquisition of Yichang Ji Yue
On March 1, 2024, Haiyun Xingchen entered into Acquisition Framework Agreement to acquire 100% equity interests of Yichang Ji Yue, a provider of advertising services. The aggregate purchase price is RMB 2 and the transaction consummated on March 1, 2024.
The Company’s acquisition of Yichang Ji Yue was accounted for as business combination in accordance with ASC 805. The Company then allocated the fair value of consideration of Yichang Ji Yue based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the Business Combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.
The Company considers that the carrying balance of the financial statement of Yichang Ji Yue at the date of the acquisition is equal to the fair value, as all key items of the financial statements of Yichang Ji Yue are related to basic commercial transactions, and the term is relatively short. The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date, which represents the net purchase price allocation on the date of the acquisition of Yichang Ji Yue and translated the fair value from USD to RMB using the exchange rate on March 1, 2024 at the rate of RMB 1.00 to USD 0.1407.
| Schedule of fair value of identifiable assets acquired and liabilities | ||||||||
| Fair value | Fair value | |||||||
| RMB | USD | |||||||
| Cash | 1,091,759 | 153,641 | ||||||
| Other current assets | 4,373,975 | 615,541 | ||||||
| Current liabilities | (5,465,734 | ) | (769,182 | ) | ||||
| Total consideration | - | - | ||||||
F-
Note 4 — Short-term investments
Short-term investments consist of the following:
| Schedule of Short-term Investments | ||||||||||||
| December 31, 2024 |
June 30, 2025 |
June 30, 2025 |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
Marketable securities |
725,664,686 | 1,315,644,112 | 183,785,113 | |||||||||
Fair value disclosure:
| Schedule of Fair value disclosure | ||||||||||||||||
| December 31, 2024 | ||||||||||||||||
| December 31, | Fair Value | |||||||||||||||
| 2024 | Level 1 | Level 2 | Level 3 | |||||||||||||
| RMB | RMB | RMB | RMB | |||||||||||||
| Marketable securities | 725,664,686 | 725,664,686 | - | - | ||||||||||||
| June 30, 2025 | ||||||||||||||||
| June 30, | Fair Value | |||||||||||||||
| 2025 | Level 1 | Level 2 | Level 3 | |||||||||||||
| RMB | RMB | RMB | RMB | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Marketable securities | 1,315,644,112 | 1,315,644,112 | - | - | ||||||||||||
During the six months ended June 30, 2025, the Company invested a total of RMB 522,577,800 (USD 73,000,000) and gained investment income of RMB 214,868,468 (USD 29,910,557).
Note 5 — Accounts receivable, net
Accounts receivable, net consist of the following:
| Schedule of Accounts receivable, net | ||||||||||||
|
December 31, 2024 |
June 30, 2025 |
June 30, 2025 |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Accounts receivable | 27,502,332 | 29,678,729 | 4,145,884 | |||||||||
| Less: allowance for credit loss | (4,030,967 | ) | (3,441,300 | ) | (480,722 | ) | ||||||
| Accounts receivable, net | 23,471,365 | 26,237,429 | 3,665,162 | |||||||||
The following table summarizes the changes in allowance for credit loss:
| Schedule of allowance for doubtful accounts | ||||||||||||
|
December 31, 2024 |
June 30, 2025 |
June 30, 2025 |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Beginning balance | 4,588,786 | 4,030,967 | 560,760 | |||||||||
| Allowance/ (Reversal) for credit loss | 2,492,478 | (584,713 | ) | (81,394 | ) | |||||||
| Write-off | (3,050,297 | ) | (4,954 | ) | (690 | ) | ||||||
| Exchange rate difference | - | - | 2,046 | |||||||||
| Ending balance | 4,030,967 | 3,441,300 | 480,722 | |||||||||
F-
Note 6 — Inventories, net
Inventories, net consist of the following:
| Schedule of inventories | ||||||||||||
|
December 31, |
June 30, |
June 30, |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Raw materials | 1,539,710 | 1,437,771 | 200,845 | |||||||||
| Finished goods | 76,899 | 4,542 | 635 | |||||||||
| Total | 1,616,609 | 1,442,313 | 201,480 | |||||||||
| Less: Inventory allowance | (850,926 | ) | (850,926 | ) | (118,868 | ) | ||||||
| Inventories, net | 765,683 | 591,387 | 82,612 | |||||||||
Note 7 — Property and equipment, net
Property and equipment, net consist of the following:
| Schedule of Property and equipment, net | ||||||||||||
|
December 31, |
June 30, |
June 30, 2025 |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Office equipment | 1,005,558 | 1,005,558 | 140,469 | |||||||||
| Mechanical equipment | 1,059,178 | 1,059,178 | 147,959 | |||||||||
| Electronic and other equipment | 1,684,135 | 1,713,829 | 239,408 | |||||||||
| Vehicles | 43,982 | 43,982 | 6,144 | |||||||||
| Subtotal | 3,792,853 | 3,822,547 | 533,980 | |||||||||
| Less: accumulated depreciation | (3,209,052 | ) | (3,325,567 | ) | (464,556 | ) | ||||||
| Total | 583,801 | 496,980 | 69,424 | |||||||||
Depreciation expense for the six months ended June 30, 2024 and 2025 amounted to RMB 434,622 and RMB 116,515 (USD 16,219), respectively.
Note 8 — Other payables and accrued liabilities
Other payables and accrued liabilities consist of the following:
| Schedule of Other payables and accrued liabilities | ||||||||||||
|
December 31, |
June 30, |
June 30, 2025 |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Payroll payables | 4,743,336 | 4,993,374 | 697,535 | |||||||||
| Other payables | 2,909,861 | 4,255,119 | 594,407 | |||||||||
| Total | 7,653,197 | 9,248,493 | 1,291,942 | |||||||||
F-
Note 9 — Convertible bonds
Convertible bonds consist of the following:
| Schedule of Bonds payable | ||||||||||||
| December 31, 2024 |
June 30, 2025 |
June 30, |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Investors | - | 52,687,296 | 7,360,000 | |||||||||
During the six months ended June 30, 2025, the Company entered into convertible note purchase agreements with investors, pursuant to which the Company will issue to each investor an unsecured convertible promissory note. Each note has a term of 360 days and bears an interest at 0% per annum. The notes were convertible at the holder’s election into ordinary shares of the Company at a discount to the Company’s market price, calculated as 70% of the lowest closing price in the preceding 60 trading days. As the conversion feature required physical settlement in the Company’s own equity and did not meet the net settlement criteria, the embedded conversion option does not meet the definition of a derivative under ASC 815-10-15-83 and was not accounted for separately. Furthermore, as all outstanding notes were converted into ordinary shares shortly after, no interest expense was recognized, and any potential beneficial conversion feature was not material to the financial statements. If an event of default on the Note occurs, interest shall accrue on the outstanding balance at the rate equal to the lesser of 10% per annum or the maximum rate permitted under applicable law until paid. Each Investors has the right at any time after the purchase amount has been paid in full, at its election, to convert all or a portion of the outstanding balance under each of the note into ordinary shares of the Company of par value US$0.8. As of December 31, 2024 and June 30, 2025, there were RMB 0nil and RMB 52,687,296 (USD 7,360,000) convertible bonds outstanding, respectively.
Note 10 — Taxes
Cayman Islands
MicroCloud, MC and HaiCloud Inc were incorporated in the Cayman Islands and is not subject to tax on income or capital gains under the laws of Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
Hong Kong
Mengyun HK, Mcloudvr HK, Ocean HK, Broadvision HK and HaiCloud Ltd, our subsidiaries incorporated in Hong Kong, are subject to a two-tiered income tax rate for taxable income earned in Hong Kong. The first HK$2 million profits earned by a company is subject to be taxed at an income tax rate of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate of 16.5%.
PRC
The subsidiaries incorporated in the PRC are governed by the income tax laws of the PRC and the income tax provision for operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”) are 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. EIT grants preferential tax treatment to certain 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. Shanghai Mengyun obtained the “high-tech enterprise” tax status in October 2017 and further renewed in December 2023, which reduced its statutory income tax rate to 15% from January 2017 to December 2025. Shenzhen Bowei obtained the “high-tech enterprise” tax status in December 2021 and further renewed in December 2024, which reduced its statutory income tax rate to 15% from January 2021 to December 2026.
F-
Significant components of the income tax expense are as follows:
| Schedule of income tax expense benefi | ||||||||||||
| June 30, 2024 |
June 30, 2025 |
June 30, 2025 |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Current | 398,951 | (4,770 | ) | (664 | ) | |||||||
| Deferred | (2,931,447 | ) | - | - | ||||||||
| Income tax expense | (2,532,496 | ) | (4,770 | ) | (664 | ) | ||||||
Deferred tax assets
The Company evaluates the level of authority for each uncertain tax position based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the six months ended June 30, 2024 and 2025, the Company had no unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets arising from net operating losses for the subsidiaries. The Company maintains a full valuation allowance on its net deferred tax assets as of December 31, 2024 and June 30, 2025.
Value added taxes (“VAT”)
Revenue represents the invoiced value of service, net of VAT. The VAT is based on gross sales price. VAT rate is 6% on services and 13% on goods in China.
Taxes payable consisted of the following:
| Schedule of Taxes payable | ||||||||||||
|
December 31, |
June 30, |
June 30, |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| VAT taxes payable | 115,104 | 93,833 | 13,108 | |||||||||
| Income taxes payable | 5,922 | - | - | |||||||||
| Other taxes payable | 26,571 | 21,248 | 2,968 | |||||||||
| Totals | 147,597 | 115,081 | 16,076 | |||||||||
F-
Note 11 — Concentration of risk
Credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and short-term investments consisting of time deposit. In China, the insurance coverage for cash deposits at each bank is RMB 500,000. As of June 30, 2025, cash balance of RMB 426,203,174 (USD 59,537,224) was deposited with financial institutions located in China, of which RMB 421,970,269 (USD 58,945,921) was subject to credit risk. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 800,000 (approximately USD 101,914) if the bank with which an individual/a company hold its eligible deposit fails. As of June 30, 2025, cash balance of RMB 764,346,345 (USD 106,773,160) was maintained at financial institutions in Hong Kong, of which RMB 761,380,126 (USD 106,358,803) was subject to credit risk. In the US, the insurance coverage of each bank is USD 250,000. As of June 30, 2025, cash balance of USD 4,075,260 (RMB 29,173,156) was deposited with a financial institution located in US, USD 3,612,667 (RMB 25,861,638) of which was subject to credit risk. In Singapore, Singapore Deposit Insurance Corporation Limited (SDIC) provides the insurance coverage of each bank is SGD 100,000 (USD 78,478). As of June 30, 2025, cash balance of RMB 376,586,157 (USD 52,606,118) was deposited with financial institutions located in Singapore, of which RMB 375,462,577 (USD 52,449,163) was subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
A majority of the Company’s expense 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 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.
To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.
Customer concentration risk
For the six months ended June 30, 2025, two customers accounted for 13.6% and 10.8% of the Company’s total revenues, respectively. For the six months ended June 30, 2024, two customers accounted for 17.1% and 10.3% of the Company’s total revenues.
As of June 30, 2025, two customers accounted for 12.6% and 11.1% of the Company’s accounts receivable, respectively. As of December 31, 2024, two customers accounted for 27.7% and 11.7% of the Company’s accounts receivable, respectively
Vendor concentration risk
For the six months ended June 30, 2025, five vendors accounted for 17.3%, 13.7%, 13.2%, 12.2% and 10.2% of the Company’s total purchases. For the six months ended June 30, 2024, three vendors accounted for 20%, 12.1% and 10.5% of the Company’s total purchases.
As of June 30, 2025, four vendors accounted for 33.3%, 16.6%, 14.5% and 13.9% of the Company’s accounts payable. As of December 31, 2024, four vendors accounted for 14.3%, 12.7%, 12.2% and 10.3% of the Company’s accounts payable.
F-
Note 12 — Leases
Lease commitments
The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All of the Company’s real estate leases are classified as operating leases.
The Company has several offices lease agreements with lease terms ranging from two to six years. As of June 30, 2025, the Company’s operating leases had a weighted average remaining lease term of approximately 1.17 years.
Operating lease expenses are allocated between the cost of revenue and selling, general, and administrative expenses. Rent expenses for the six months ended June 30, 2024 and 2025 were RMB 631,902 and RMB 751,483 (USD 104,976), respectively.
The five-year maturity of the Company’s lease obligations is presented below:
| Schedule of lease liabilities | ||||||||
| Twelve Months Ending December 31, |
Operating |
Operating |
||||||
| RMB | USD | |||||||
| 2025 (remaining six months) | 797,894 | 111,459 | ||||||
| 2026 | 1,064,188 | 148,659 | ||||||
| 2027 | - | - | ||||||
| 2028 | - | - | ||||||
| 2029 | - | - | ||||||
| Total lease payments | 1,862,082 | 260,118 | ||||||
| Less: Interest | (77,108 | ) | (10,772 | ) | ||||
| Present value of lease liabilities | 1,784,974 | 249,346 | ||||||
Future amortization of Company’s ROU assets is presented below:
| Schedule of Future amortization of Company’s ROU assets | ||||||||
| Twelve Months Ending December 31, |
Operating |
Operating |
||||||
| RMB | USD | |||||||
| 2025 (remaining six months) | 701,342 | 97,972 | ||||||
| 2026 | 971,161 | 135,663 | ||||||
| Total | 1,672,503 | 233,635 | ||||||
F-
Note 13 — Warrant liabilities
As of June 30, 2025, the Company had 5,750,000 public warrants and 270,500 private warrants.
The Company accounts for its outstanding Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F. Management has determined that the Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. Management has further determined that its Public Warrants qualify for equity treatment. Warrant liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations.
Public Warrants
On June 24, 2021, the Company sold 5,750,000 units at a price of $10.00 per Public Unit in its Initial Public Offering. Each Public Unit consists of one ordinary share of the Company, $0.0001 par value per share, one right and one redeemable warrant (the “Public Warrant”). Each Public Warrant entitles the holder to purchase one-half (1/2) of an ordinary share at an exercise price of $11.50 per whole share, subject to adjustment as described in Form S-1 Amendment No. 2 filed on June 11, 2021. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder.
The Public Warrants became exercisable on September 16, 2022, the Business Combination date. As of June 30, 2025, the Public Warrants are exercisable for cash as the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:
| ● | at any time while the Public Warrants are exercisable, |
| ● | upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, |
| ● | if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and |
| ● | if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.
Private Warrants
Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement of 270,500 Private Units at $10.0 per unit. The Private Units are identical to the units sold in the Initial Public Offering except that the warrants included in the Private Units (the “Private Warrants”) and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
F-
The private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.
The fair value of these warrants, using the Black-Scholes option pricing model, on the date of issuance was $625,000. Variables used in the option-pricing model include (1) risk-free interest rate at the date of grant (0.90%), (2) expected warrant life of 5 years, (3) expected volatility of 58.40%, and (4) expected dividend yield of 0.
The Company’s warrant liabilities amounted to nil and nil as of December 31, 2024 and June 30, 2025.
The following table summarizes the Company’s Warrants activities and status of Warrants on June 30, 2025:
| Schedule of Warrants activities | ||||||||||||
| Private Warrants | Warrants | Weighted Average Exercise Price Per Share |
Average Remaining Period (Years) |
|||||||||
| Outstanding as of December 31, 2024 | 270,500.0 | $ | 2,300 | 2.71 | ||||||||
| Issued | - | - | - | |||||||||
| Forfeited | - | - | - | |||||||||
| Exercised | - | - | - | |||||||||
| Expired | - | - | - | |||||||||
| Outstanding as of June 30, 2025 | 270,500 | $ | 92,000 | 2.21 | ||||||||
Note 14 — Commitments and contingencies
Contingencies
The Company is party to following legal proceedings, as well as unasserted claims.
Litigation
The Company, along with its shareholder Joyous JD Limited, has initiated litigation in the New York Supreme Court New York County against Greenland Asset Management Corporation, the sponsor of the pre-business combination company, Golden Path Acquisition Corporation (“Sponsor”).
| 1. | Joyous JD Limited is seeking damages in connection with the Sponsor’s breach of certain investment agreements which was executed by and between the Sponsor and Joyous JD Limited; |
| 2. | The Company is seeking damages in connection with the Sponsor’s noncompliant misuse of Form S-4 in registering shares during the course of the business combination, which resulted in a forced withdrawal of the Form S-4. The Company has commenced lawsuit seeking damages. |
| 3. | Greenland Asset Management initiated a countersuit against the Company in response to the Company’s lawsuit. |
Due to uncertainty over the process and outcome of the lawsuit, the final ruling of the Court shall prevail.
F-
Note 15 — Shareholders’ equity
Ordinary shares
The Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.8 per share. Holders of the ordinary shares are entitled to one vote for each share.
On February 2, 2024, the Company effected a share consolidation at a ratio of one-for-ten (10) ordinary shares with a par value of US$0.0001 each in the Company’s issued share capital into one ordinary share with a par value of US$0.001. The Company believed that it was appropriate to reflect the transactions on a retroactive basis pursuant to ASC 260, Earnings Per Share. The Company has retroactively adjusted all share and per share data for all periods presented.
In October, 2024, the Company effected a share consolidation at a ratio of one-for-twenty (20) ordinary shares with a par value of US$0.001 each in the Company’s issued share capital into one ordinary share with a par value of US$0.02, and changed the Company’s authorized share capital from US$10,000,000 divided into 500,000,000 ordinary shares to US$10,000,000 divided into 400,000,000 Class A ordinary shares and 100,000,000 Class B ordinary shares; The Company has retroactively adjusted all share and per share data from ordinary share to Class A Ordinary Shares for all periods presented.
On April 21, 2025, the Company effected a share consolidation at a ratio of one-for-forty (40) ordinary shares with a par value of US$0.02 each in the Company’s issued share capital into one ordinary share with a par value of US$0.8.
Giving the effects of the share consolidation, as of December 31, 2024 and June 30, 2025, there were 1,362,583 and 14,167,316 Class A Ordinary Shares issued and outstanding, respectively, and there were nil and 400,000 Class B Ordinary Shares issued and outstanding, respectively.
Restricted assets
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiary. Relevant PRC statutory laws and regulations permit payments of dividends by Beijing Xihuiyun and Shanghai Mengyun (collectively “Mengyun PRC entities”) only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the accompanying unaudited consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Mengyun PRC entities.
Mengyun PRC entities are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Mengyun PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund and staff bonus and welfare fund at its discretion. Mengyun PRC entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange.
As a result of the foregoing restrictions, MicroCloud’s PRC entities are restricted in their ability to transfer their assets to the Company. Foreign exchange and other regulations in the PRC may further restrict MicroCloud’s PRC entities from transferring funds to the Company in the form of dividends, loans and advances. As of June 30, 2025, amounts restricted are the paid-in-capital and statutory reserve of MicroCloud’s PRC entities, which amounted to RMB 40,867,446.
Statutory reserve
During the six months ended June 30, 2024 and 2025, MicroCloud’s PRC entities collectively reduced RMB 500,000 and 0nil, of retained earnings for their statutory reserves, respectively.
F-
Note 16 — Segments
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.
The Company’s chief operating decision maker is the Chief Executive Officer, who reviews the financial information of the separate operating segments when making decisions about allocating resources and assessing the performance of the group. The Company has determined that it has two operating segments: (1) holographic solutions, and (2) holographic technology service.
The following tables present summary information by segment for the six months ended June 30, 2024 and 2025:
| Schedule of segments | ||||||||||||||||
|
Holographic |
Holographic |
Total |
Total June 30, 2024 |
|||||||||||||
| RMB | RMB | RMB | USD | |||||||||||||
| Revenues | 7,570,587 | 121,097,052 | 128,667,639 | 18,108,940 | ||||||||||||
| Cost of revenues | (2,114,283 | ) | (103,120,894 | ) | (105,235,177 | ) | (14,811,008 | ) | ||||||||
| Gross profit | 5,456,304 | 17,976,158 | 23,432,462 | 3,297,932 | ||||||||||||
| Depreciation and amortization | (25,572 | ) | (409,050 | ) | (434,622 | ) | (61,170 | ) | ||||||||
| Total capital expenditures | (11,927 | ) | - | (11,927 | ) | (1,679 | ) | |||||||||
|
Holographic |
Holographic |
Total |
Total June 30, 2025 |
|||||||||||||
| RMB | RMB | RMB | USD | |||||||||||||
| Revenues | 65,306,664 | 94,291,988 | 159,598,652 | 22,216,776 | ||||||||||||
| Cost of revenues | (53,110,990 | ) | (70,742,697 | ) | (123,853,687 | ) | (17,240,933 | ) | ||||||||
| Gross profit | 12,195,674 | 23,549,291 | 35,744,965 | 4,975,843 | ||||||||||||
| Depreciation and amortization | (115,538 | ) | (977 | ) | (116,515 | ) | (16,219 | ) | ||||||||
| Total capital expenditures | (17,350 | ) | (12,344 | ) | (29,694 | ) | (4,134 | ) | ||||||||
Total assets as of:
|
December 31, |
June 30, |
June 30, |
||||||||||
| RMB | RMB | USD | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Holographic solutions | 1,582,974,050 | 2,917,924,475 | 407,611,050 | |||||||||
| Holographic technology service | 31,923,161 | 31,286,265 | 4,370,445 | |||||||||
| Total assets | 1,614,897,211 | 2,949,210,740 | 411,981,495 | |||||||||
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Significant segment expenses are as follows:
| Holographic solutions |
Holographic technology service |
Total June 30, 2024 |
||||||||||
| RMB | RMB | RMB | ||||||||||
| Selling expenses | (1,022,452 | ) | (150,487 | ) | (1,172,939 | ) | ||||||
| General and administrative expenses | (12,414,591 | ) | (2,437,540 | ) | (14,852,131 | ) | ||||||
| Research and development expenses | (113,193,406 | ) | (67,755,690 | ) | (140,979,009 | ) | ||||||
| Total | (126,630,449 | ) | (30,373,630 | ) | (157,004,079 | ) | ||||||
| Holographic solutions |
Holographic technology service |
Total June 30, 2025 |
||||||||||
| RMB | RMB | RMB | ||||||||||
| Selling expenses | (762,131 | ) | (420,984 | ) | (1,183,115 | ) | ||||||
| General and administrative expenses | (8,281,237 | ) | (2,104,164 | ) | (10,385,401 | ) | ||||||
| Research and development expenses | (2,116,226 | ) | (21,975,586 | ) | (24,091,812 | ) | ||||||
| Total | (11,159,594 | ) | (24,500,734 | ) | (35,660,328 | ) | ||||||
Note 17 — Subsequent events
These unaudited condensed consolidated financial statements were approved by management and available for issuance on September 3, 2025. The Company has evaluated subsequent events through this date and concluded that there are no additional reportable subsequent events except for the events mentioned below.
On July 1, 2025, the Company entered into an agreement to acquire 100% equity of Shanghai Kuosou Technology Ltd.
On July 15, 2025, the Company filed a registration statement, declared that it may, from time to time, in one or more offerings, offer and sell up to US$300,000,000 of any combination, together or separately, of our Class A ordinary shares, par value US$0.8 per share (“ordinary shares”), debt securities, warrants, rights, and units. The aggregate expenses estimated to be incurred in connection with this offering are approximately $45,930, except for the SEC registration fee.
F-
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed unaudited interim condensed consolidated financial statements and related notes included in Exhibit 99.1. This discussion and other parts of this report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Report and our annual report on Form 20-F for the fiscal year ended December 31, 2024 under Forward-Looking Statements and Item Item 3.D. Risk Factors, filed with the SEC on March 21, 2025.
| A. | Operating Results |
Overview
We are a leading holographic digitalization technology service provider in China. We are committed to providing first-class holographic technology services to our customers worldwide. Our holographic technology services include high-precision holographic light detection and ranging (“LiDAR”) solutions, based on holographic technology, exclusive holographic LiDAR point cloud algorithms architecture design, breakthrough technical holographic imaging solutions, holographic LiDAR sensor chip design and holographic vehicle intelligent vision technology to service customers that provide reliable holographic advanced driver assistance systems (“ADAS”). We also provide holographic digital twin technology services for customers and have built a proprietary holographic digital twin technology resource library. Our holographic digital twin technology resource library captures shapes and objects in 3D holographic form by utilizing a combination of Our holographic digital twin software, digital content, spatial data-driven data science, holographic digital cloud algorithm, and holographic 3D capture technology. Our holographic digital twin technology and resource library has the potential to become the new norm for the digital twin augmented physical world in the near future. We are a distributor of holographic hardware and generate revenue through resale.
Business Combination
Golden Path Acquisition Corporation (“Golden Path”) was a former blank check company incorporated in Cayman Island on May 9, 2018. Golden Path was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
MicroCloud Hologram Inc. (formerly known as Golden Path Acquisition Corporation), a Cayman Islands exempted company, entered into the Merger Agreement dated September 10, 2021 (as amended on August 5, 2022 and August 10, 2022), by and among Golden Path, Golden Path Merger Sub, a Cayman Islands exempted company incorporated for the purpose of effectuating the business combination, and MC, a Cayman Islands exempted company.
Pursuant to the Merger Agreement, MC would merge with the Golden Path Merger Sub and survive the merger and continue as the surviving company and a wholly owned subsidiary of Golden Path and continue its business operations (the “Merger”, and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”).
On September 8, 2022, Golden Path held an Extraordinary General Meeting (the “Extraordinary General Meeting”) to approve the Merger and the transactions contemplated by the Merger Agreement.
On September 16, 2022, in accordance with the Merger Agreement, the closing of the Business Combination (the “Closing”) occurred, pursuant to which Golden Path issued 44,554,455 ordinary shares to MC shareholders. As a result of the consummation of the Business Combination, MC became a wholly owned subsidiary of Golden Path which changed its name to MicroCloud Hologram Inc.
Following the Closing, on September 19, 2022, the ordinary shares and public warrants outstanding upon the Closing began trading on the NASDAQ under the symbols “HOLO” and “HOLOW,” respectively.
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Results of Operations - Six months ended June 30, 2025 Compared to Six months ended June 30, 2024
Revenues
Our breakdown of revenues by business segment for the six months ended June 30, 2024 and 2025, respectively, is summarized below:
|
For the Six Months Ended |
||||||||||||||||
| 2024 | 2025 | 2025 | Variance | |||||||||||||
| RMB | RMB | USD | % | |||||||||||||
| Revenues | ||||||||||||||||
| Holographic solutions | 7,570,587 | 65,306,664 | 9,090,951 | 726.2 | ||||||||||||
| Holographic technology service | 121,097,052 | 94,291,988 | 13,125,825 | (22.0 | ) | |||||||||||
| Total/Overall | 128,667,639 | 159,598,652 | 22,216,776 | 24.0 | ||||||||||||
Our total operating revenues increased by approximately 24.0% from RMB 128.7 million for the six months ended June 30, 2024 to RMB 159.6 million (USD 22.2 million) for the six months ended June 30, 2025.
Holographic solutions Revenues
Holographic solutions revenues increased by approximately 726.2% from RMB 7.6 million for the six months ended June 30, 2024 to RMB 65.3 million (USD 9.1 million) for the six months ended June 30, 2025. This is mainly due to the increased demand from customers for holographic solutions.
Holographic technology services Revenues
Holographic technology services revenues decreased by approximately 22.0% from RMB 121.1 million for the six months ended June 30, 2024 to RMB 94.3 million (USD 13.1 million) for the six months ended June 30, 2025, The main reason for the decline in holographic technology service revenue is the sluggish market environment and the reduction in customer demand
Ability to retain and attract customers
The Company’s management team monitors the number of total customers, number of new customers, number of high paying customers, and customer retention rate as indicators of the growth and condition of the Company’s overall business. As to performance metrics, the number of high paying customers reflects the quality of the Company’s earnings. The retention rate reflects the Company’s service quality, customer loyalty to our services, and the sustainability of the Company’s business growth. If the number of new customers, high paying customers, and retention rate fall, the Company may need to re-evaluate its business strategy or evaluate its service efficiency. The quantitative information in number of customers and retention rate provides investors with information to evaluate the Company revenue growth, revenue quality, and concentration risk on a periodic basis. This information also provides investors insights on how the Company measures and monitors its performance.
The company’s total customers were 87 and 84, respectively for the six months ended June 30, 2024 and 2025, a decrease of 3.5%, among which 55 were new customers. However, the decrease in the number of customers did not lead to a decline in total revenue.
The Company considers customers with or over RMB 0.5 million revenue as high paying customers. The numbers of high payment customers are 36 and 43, respectively for the six months ended June 30, 2024 and 2025, representing 95.1% and 96.3% of total revenue for each period and a 25.6% increase.
F-
The Company’s overall customer retention rates are 19% and 33% respectively for the six months ended June 30, 2024 and 2025. Retention rates of high paying customer are 13% and 36% respectively for the same period. Retention rates of the Company’s top 10 customers are 10% and 40% for the six months ended June 30, 2024 and 2025, respectively. Retention rates of the Company’s top 20 customers are 5% and 25% for the six months ended June 30, 2024 and 2025, respectively.
Retention rate is calculated by first counting the number of customers at the beginning of the period (denominator) and the number of old customers during measurement period (numerator), then dividing the numerator by the denominator. Old customers repeating customer who keeps loyalty to the company’s services throughout the measurement periods and calculated as number of total customers at the end of measurement period minus new customers obtained during the measurement period. Customers counted for the purpose of calculating retention rate are based on those that were customers at any point during the period.
The Company’s overall customer retention rates are 19% and 33%, for the six months ended June 30, 2024 and 2025, This is due to the fact that the Company’s built out of its own sales channels and less dependent on third party sales.
Cost of Revenues
Our breakdown of cost of revenues by business segment for the six months ended June 30, 2024 and 2025, respectively, is summarized below:
|
For the Six Months Ended |
||||||||||||||||
| 2024 | 2025 | 2025 | Variance | |||||||||||||
| RMB | RMB | USD | % | |||||||||||||
| Cost of revenues | ||||||||||||||||
| Holographic solutions | 2,114,283 | 53,110,990 | 7,393,264 | 2412.0 | ||||||||||||
| Holographic technology service | 103,120,894 | 70,742,697 | 9,847,669 | (31.4 | ) | |||||||||||
| Total/Overall | 105,235,177 | 123,853,687 | 17,240,933 | 17.7 | ||||||||||||
Our total cost of revenues increased by approximately 17.7% from RMB 105.2 million for the six months ended June 30, 2024 to RMB 123.8 million (USD 17.2 million) for the six months ended June 30, 2025.
Cost of Holographic Solutions Revenues
Cost of holographic solutions revenues was RMB 53.1 million (USD 7.4 million) for the six months ended June 30, 2025, compared to RMB 2.1 million for the six months ended June 30, 2024.
Our cost of revenues for holographic solutions sales increased by approximately RMB 51.0 million, representing a 2412.0% growth. The amount grew from approximately RMB 2.1 million for the six months ended June 30, 2024, to approximately RMB 53.1 million (USD 7.4 million) for the six months ended June 30, 2025. The increase in the cost of revenue is mainly due to increased customer demand. The associated costs related to producing and delivering those holographic solutions also increased, ultimately leading to the observed increased in the cost of revenues.
F-
Cost of Holographic Technology Service Revenues
Cost of holographic technology service revenues was RMB 70.7 million (USD 9.8 million) or the six months ended June 30, 2025, compared to RMB 103.1 million for the six months ended June 30, 2024.
Our cost of revenues for services decreased by approximately RMB 32.7 million, representing a 31.4% decline. The amount decreased from approximately RMB 103.1 million for the six months ended June 30, 2024, to approximately RMB 70.7 million (USD 9.8 million) for the six months ended June 30, 2025. The decrease in the cost of revenues was mainly due to the constantly decreasing Holographic technology service sales.
Gross Profit
| For the Six Months Ended June 30, |
||||||||||||||||
| 2024 | 2025 | 2025 | Variance | |||||||||||||
| RMB | RMB | USD | % | |||||||||||||
| Holographic solutions | ||||||||||||||||
| Gross profit | 5,456,304 | 12,195,674 | 1,697,687 | 6,739,371 | ||||||||||||
| Gross margin (%) | 72.1 | 18.7 | 18.7 | 123.5 | ||||||||||||
| Holographic technology service | ||||||||||||||||
| Gross profit | 17,976,158 | 23,549,291 | 3,278,156 | 5,573,133 | ||||||||||||
| Gross margin (%) | 14.8 | 25.0 | 25.0 | 31.0 | ||||||||||||
| Total/Overall | ||||||||||||||||
| Gross profit | 23,432,462 | 35,744,965 | 4,975,843 | 12,312,504 | ||||||||||||
| Gross margin (%) | 18.2 | 22.4 | 22.4 | 52.5 | ||||||||||||
Our gross profit increased by approximately RMB 12.3 million, from approximately RMB 23.4 million for the six months ended June 30, 2024 to approximately RMB 35.7 million (USD 5.0 million) for the six months ended June 30, 2025. For the six months ended June 30, 2024 and 2025, our overall gross margin was 18.2% and 22.4%, respectively. The Holographic solutions’ gross margin decreased from 72.1% to 18.7% for the six months ended June 30, 2024 and 2025, respectively, due to the deterioration of market competition. The holographic technology service’ margin increased from 14.8% to 25.0% for the six months ended June 30, 2024 and 2025, respectively, due to the innovation and improvement of software technology.
Operating Expenses
For the six months ended June 30, 2025, we incurred approximately RMB 35.1 million (USD 4.9 million) in operating expenses, representing a decrease of approximately RMB 122.5 million, or 78%, from approximately RMB 157.5 million for the six months ended June 30, 2024 as a result of the reduction in operating costs.
Our selling expenses primarily consist of salaries and benefits of sales department, advertising fee and marketing expense. Selling expenses increased by approximately RMB 0.01 million from approximately RMB 1.17 million for the six months ended June 30, 2024 to approximately RMB 1.18 million (USD 4.9 million) for the six months ended June 30, 2025.
Our general and administrative expenses consist primarily of salaries and benefits for members of our management, professional service fees, office rental, depreciation and other administrative related expenses. General and administrative expenses decreased by approximately RMB 4.5 million, or 30.1%, from RMB 14.9 million for the six months ended June 30, 2024 to approximately RMB 10.4 million (USD 1.4 million) for the six months ended June 30, 2025. The decrease was mainly due to a decrease in professional service fees of approximately RMB 3.0 million and a decrease of approximately RMB 1.0 million in stock compensation expenses.
F-
Research and development expenses decreased by approximately RMB 116.9 million, or 82.9%, from approximately RMB 141.0 million for the six months ended June 30, 2024 to approximately RMB 24.1 million (USD 3.4 million) for the six months ended June 30, 2025. The decrease was primarily due to the company’s comprehensive review and optimization of its research and development projects in 2025. Some projects with uncertain market prospects were terminated, thereby reducing the corresponding research and development investment.
Other income, net
Total net other income was approximately RMB 14.9 million for the six months ended June 30, 2024 compared to other income, net of approximately RMB 237.5 million (USD 33.1 million) for the six months ended June 30, 2025.
Financial income, net. We had net financial income of approximately RMB 5.3 million and RMB 22.6 million (USD 3.1 million) which consisted primarily of bank charges and interest income for the six months ended June 30, 2024 and 2025, respectively. The increase was due to an increase in bank term deposits for the six months ended June 30, 2025.
Investment income. We had investment income of approximately nil and RMB 214.9 million (USD 29.9 million) for the six months ended June 30, 2024 and 2025, respectively. The increase is from the interest income received from short-term investments for the six months ended June 30, 2025.
Income tax expense
Our income tax expense amounted to approximately RMB 2.5 million and RMB 0.004 million for the six months ended June 30, 2024 and 2025, the decrease was mainly due to the deferred tax assets decreased by approximately RMB 2.9 million for the six months ended June 30, 2024.
Net loss/income
As a result of the foregoing, we had reported a net loss of RMB 121.7 million and a net income of RMB 238.1 million (USD 33.1 million), respectively, for the six months ended June 30, 2024 and 2025.
Net loss/income attributable to MicroCloud Hologram Inc.
After deducting non-controlling interests, net loss attributable to holding company increased from approximately RMB 120.7 million for the six months ended June 30, 2024 to net income of approximately RMB 237.9 million (USD 33.1 million) for the six months ended June 30, 2025.
| B. | LIQUIDITY AND CAPITAL RESOURCES |
As of June 30, 2025, we had cash of RMB 1,596.3 million (USD 223.0 million). Our working capital was approximately RMB 2,864.9 million (USD 400.2 million) as of June 30, 2025. In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. To date, we have financed our working capital requirements through cash flow generated from operations, debt and equity financing.
We are subject to risks and uncertainties frequently encountered by early-stage companies including, but not limited to, the uncertainty of successfully developing products, securing certain contracts, building a customer base, successfully executing business and marketing strategies, and hiring appropriate personnel.
F-
Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, or secure additional funding may require us to modify, delay, or abandon some of our planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on our business, operating results, financial condition, and ability to achieve our intended business objectives.
Cash Flows
The following table provides summary information about our net cash flow for financial statement periods presented in this report:
| For the Six Months Ended June 30, |
||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RMB | RMB | USD | ||||||||||
| Net cash (used in) provided by operating activities | (122,732,150 | ) | 23,067,685 | 3,211,115 | ||||||||
| Net cash used in investing activities | (106,985,195 | ) | (379,435,494 | ) | (53,004,134 | ) | ||||||
| Net cash provided by financing activities | 733,648,401 | 1,104,593,216 | 154,303,865 | |||||||||
| Effect of exchange rate on cash and cash equivalents | 98,775 | (3,387,011 | ) | 30,297 | ||||||||
| Change in cash and cash equivalents | 504,029,831 | 744,838,396 | 104,541,143 | |||||||||
| Cash and cash equivalents, beginning of period | 126,037,538 | 851,470,436 | 118,450,620 | |||||||||
| Cash and cash equivalents, end of period | 630,067,369 | 1,596,308,832 | 222,991,763 | |||||||||
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2024 was primarily attributable to net loss of approximately RMB 121.7 million adjusted by various non-cash items such as depreciation and amortization expenses and allowance for credit loss of approximately RMB 2.7 million resulting in cash outflow of approximately RMB 119.0 million from net loss. Cash outflow was also attributable to the increase in accounts receivable of approximately RMB 13.7 million and the decrease in contract liabilities of approximately RMB 1.7 million. Cash outflow was offset by inflow of approximately RMB 6.6 million in accounts payable and prepayment of approximately RMB 3.9 million for professional services.
Net cash provided by operating activities was approximately RMB 23.1 million (USD 3.2 million) for the six months ended June 30, 2025, derived mainly from net income of approximately RMB 238.1 million (USD 33.1 million) adjusted by the gain from short-term investments of approximately RMB 214.3 million (USD 29.8 million), and net changes in our operating assets and liabilities, principally comprising of an increase of approximately RMB 2.2 million (USD 0.3 million) in accounts receivable, a decrease of approximately RMB 2.3 million (USD 0.3 million) in prepayments and other current assets, a decrease of approximately RMB 2.4 million (USD 0.3 million) in contract liabilities, and an increase of approximately RMB 1.6 million (USD 0.2 million) in other payables and accrued liabilities.
Investing Activities
Net cash used in investing activities was approximately RMB 107.0 million for the six months ended June 30, 2024, primarily due to the purchases of short-term investments of approximately RMB 107.0 million.
Net cash used in investing activities was approximately RMB 379.4 million (USD 53.0 million) for the six months ended June 30, 2025, primarily due to the purchases of short-term investments of approximately RMB 522.6 million (USD 73.0 million) and redemption of short-term investments of approximately RMB 143.2 million (USD 20.0 million).
F-
Financing Activities
Net cash provided by financing activities was approximately RMB 733.6 million for the six months ended June 30, 2024, which was primarily derived from proceeds of approximately RMB 733.8 million from convertible bonds, proceeds of approximately RMB 3.2 million from bank loans, partially net off by a repayment of bank loans of approximately RMB 3.4 million.
Net cash provided by financing activities was approximately RMB 1,104.6 million (USD 154.3 million) for the six months ended June 30, 2025, which was primarily derived from proceeds of approximately RMB 1,106.4 million (USD 154.6 million) from convertible bonds, proceeds of approximately RMB 0.7 million (USD 0.1 million) from bank loans, partially net off by a repayment of bank loans of approximately RMB 2.5 million (USD 0.3 million).
Statement Regarding Unaudited Financial Information
The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company’s year-end financial statements, which could result in significant differences from this unaudited financial information.
Safe Harbor Statement
This report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; product and service demand and acceptance; changes in technology; economic conditions; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
F-