Autozi Internet Technology (Global) Ltd 6-K/A, filed Aug 20, 2026
Autozi Internet Technology (Global) Ltd. (AZI)
About this 6-K/A
Autozi Internet Technology (Global) Ltd filed this 6-K/A on August 20, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission
File Number:
(Exact name of registrant as specified in its charter)
(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
Except as described above, this Amendment No. 2 does not amend, update or restate any other information set forth in the previously filed Form 6-K/A.
Incorporation by Reference
This Report on Form 6-K/A is hereby incorporated by reference into the Registration Statement on Form F-3 (File No. 333-293491) of the Registrant, and this Report on Form 6-K/A shall be deemed a part of such Registration Statement from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits Index
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements as of March 31, 2026 and for the Six Months Ended March 31, 2026 | |
| 99.2 | Management’s Discussion and Analysis | |
| 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 (embedded within the Inline XBRL document) | |
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: August 20, 2026
| Autozi Internet Technology (Global) Ltd. | ||
| By: | /s/ Houqi Zhang | |
| Name: | Houqi Zhang | |
| Title: | CEO and Chairman of the Board | |
Exhibit 99.1
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
INDEX TO unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
unaudited INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars in thousands, except for share and per share data, or otherwise noted)
As of September 30, | As of March 31, | |||||||
| 2025 | 2026 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Advance to suppliers, net | ||||||||
| Inventories | ||||||||
| Prepayments, receivables and other assets, net | ||||||||
| Amounts due from related parties, net | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Property, equipment and software, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings | $ | $ | ||||||
| Convertible bonds and notes | ||||||||
| Accounts payable | ||||||||
| Deferred revenues | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Lease liabilities, current | ||||||||
| Amounts due to related parties | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Lease liabilities, non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies (Note 16) | ||||||||
| Shareholders’ deficit | ||||||||
| Class A ordinary shares (US$ par value; and shares authorized as of September 30, 2025 and March 31, 2026; and shares issued and outstanding as of September 30, 2025 and March 31, 2026, respectively) | ||||||||
| Class B ordinary shares (US$ par value; and shares authorized as of September 30, 2025 and March 31, 2026; and shares issued and outstanding as of September 30, 2025 and March 31, 2026, respectively) | ||||||||
| Ordinary shares, value | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total AUTOZI shareholders’ deficit | ( | ) | ( | ) | ||||
| Non-controlling interests | ||||||||
| Total shareholders’ equity/(deficit) | ( | ) | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ Equity/(DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-2 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
unaudited INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(In U.S. dollars in thousands, except for share and per share data, or otherwise noted)
| 2025 | 2026 | |||||||
| For the six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Research and development expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Operating loss | ( | ) | ( | ) | ||||
| Other (expense) income | ||||||||
| Litigation related (expenses) income | ||||||||
| Interest expenses, net | ( | ) | ( | ) | ||||
| Other income, net | ( | ) | ||||||
| Investment income/loss | ||||||||
| Total other (expenses) income, net | ( | ) | ||||||
| Loss before income tax expenses | ( | ) | ( | ) | ||||
| Income tax expenses | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less: net (loss) income attributable to non-controlling interests | ( | ) | ||||||
| Net loss attributable to the Company’s ordinary shareholders | $ | ( | ) | $ | ( | ) | ||
| Net loss | ( | ) | ( | ) | ||||
| Foreign currency translation difference, net of tax of nil | ||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Less: total comprehensive (loss) income attributable to non-controlling interests | ||||||||
| Comprehensive loss attributable to the Company | $ | ( | ) | $ | ( | ) | ||
| Net loss per share of non-redeemable ordinary shares - Basic and diluted | ) | ) | ||||||
| Weighted average shares of outstanding non-redeemable ordinary shares | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-3 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY/(DEFICIT)
(In U.S. dollars in thousands, except for share and per share data, or otherwise noted)
| Share | Amount | Share | Amount | capital | deficit | income | deficit | interests | (deficit) | |||||||||||||||||||||||||||||||
Class A Ordinary shares | Class B Ordinary Shares | Additional paid-in | Accumulated | Accumulated other comprehensive (loss)/ | Total AUTOZI shareholders’ | Non-controlling | Total shareholders’ equity/ | |||||||||||||||||||||||||||||||||
| Share | Amount | Share | Amount | capital | deficit | income | deficit | interests | (deficit) | |||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||||||||||
| Settlement of payable to redeemable non-controlling interests | - | - | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ||||||||||||||||||||||||||||||||||||||
| Transfer of ordinary shares | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||||||||||
| Equity financing | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
unaudited INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars in thousands, except for share and per share data, or otherwise noted)
| 2025 | 2026 | |||||||
| For the six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ||||||||
| Loans to related parties | ( | ) | ||||||
| Collection from loans to related parties | ||||||||
| Net cash provided by/(used in) investing activities | $ | ( | ) | $ | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from short-term bank borrowings | ||||||||
| Repayments of short-term bank borrowings | ( | ) | ( | ) | ||||
| Proceeds from borrowings from related parties | ||||||||
| Repayment of borrowings to related parties | ( | ) | ( | ) | ||||
| Proceeds from equity financing | ||||||||
| Proceeds from issuance of notes to a third party, net of issuance cost | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Effect of exchange rate changes on cash and cash equivalents | $ | ( | ) | $ | ||||
| Net increase/(decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | ||||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | ( | ) | $ | ( | ) | ||
| Supplemental schedule of non-cash financing activities: | ||||||||
| Settlement of payable to redeemable non-controlling interests | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-5 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| 1. | Organization and principal activities |
| (a) | Principal activities |
Autozi Internet Technology (Global) Ltd. (“AUTOZI”, or the “Company”) was incorporated under the laws of the Cayman Islands on July 15, 2021 as an exempted company with limited liability. The Company primarily engages in the sales of new cars, auto parts and auto accessories, as well as automotive insurance related services through its direct or indirectly owned subsidiaries (collectively, the “Group”) in the People’s Republic of China (“PRC” or “China”). As a comprehensive automobile service provider, AUTOZI provides series of automotive services covering the full life cycle of automotives, including new car sales, auto parts and auto accessories sales, and automotive insurance related services.
| (b) | Organization |
AUTOZI
was incorporated as holding company in the Cayman Islands on July 15, 2021, who owns
Autozi Internet Technology Co., Ltd. (“Autozi Internet Technology”) was established under the laws of the PRC on June 2, 2010 along with its subsidiaries are the Group’s main operating entities in China.
As of March 31, 2026, the details of the Company’s major subsidiaries are as follows.
Schedule of company’s major subsidiaries
| Name | Date of Incorporation | Place
of incorporation |
Percentage
of ownership |
Principal Activities | ||||
| Autozi BVI | ||||||||
| Autozi HK | ||||||||
| Autozi Investment Management (WFOE) | ||||||||
| Autozi Internet Technology (“Autozi China”) | ||||||||
| Autozi Chifu Auto Services (Beijing) Co., Ltd | ||||||||
| Autozi Supply Chain Management (Beijing) Co., Ltd. | ||||||||
| Autozi E-commerce (Kunshan) Co., Ltd. | ||||||||
| Quantum Data Technology (Beijing) Co., Ltd (“Beijing Quantum”) | ||||||||
| Quantum Commercial Factoring (Shenzhen) Co., Ltd (“Shenzhen Quantum”) | ||||||||
| Autozi Internet Technology (Hunan) Co., Ltd. (“Autozi Hunan”) | ||||||||
| Autozi Internet Technology (Changsha) Co., Ltd. (“Autozi Changsha”) | ||||||||
| Autozi Auto Services Co. Ltd | ||||||||
| Baicheng Auto Services (Henan) Co., Ltd. | ||||||||
| Autozi Baofu Auto Services (Beijing) Co, Ltd | ||||||||
| Autozi Baofu Automobile Service Co. Ltd. (“Autozi Baofu”) |
| F-6 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| 2. | Going concern |
For
the six months ended March 31, 2026, the Group incurred net loss of US$
The Group has funded its operations and capital needs primarily through the net proceeds received from capital contributions, bank borrowings and the initial public offering. To meet the cash requirements for the next 12 months from the issuance date of these unaudited condensed consolidated financial statements, the Group is undertaking a combination of the remediation plans:
(a) The Group is seeking an extension of liabilities including bank loans, convertible bonds and corresponding interests to be paid until the funding shortage issue is resolved.
(b) The Group is focusing on the improvement of operation efficiency, implementation of strict cost control and budget and enhancement internal controls to create synergy of the Group’s resources.
(c) The Group also plans to raise additional capital, including among others, obtaining debt and equity financing, to support its operating.
The management plan cannot alleviate the substantial doubt of the Group’s ability to continue as a going concern. There can be no assurance that the Group will be successful in achieving its strategic plans, that the Group’s future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or with acceptable terms, if at all. If the Group is unable to raise sufficient financing or events or circumstances occur such that the Group does not meet its strategic plans, or that the Group is unsuccessful in increasing its profit and reducing operating losses, it would have a material adverse effect on the Group’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives.
The accompanying unaudited interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the unaudited condensed consolidated financial statements have been prepared on a basis that assumes the Group will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
| 3. | Summary of significant accounting policies |
| (a) | Basis of presentation and principles of consolidation |
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2026, and its results of operations and cash flows for the six months ended March 31, 2025 and 2026. The condensed balance sheet as of September 30, 2025, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with audited consolidated financial statements and accompanying notes in the Company’s Annual Report on Form 20-F for the fiscal year ended September 30, 2025.
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.
All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
| F-7 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| (b) | Use of estimates |
The preparation of the unaudited interim condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the unaudited interim condensed consolidated financial statements and accompanying notes. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited interim condensed consolidated financial statements.
| (c) | Cash and cash equivalents |
Cash and cash equivalents consist of the Group’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use.
| (d) | Restricted cash |
Restricted cash represents the cash in an escrow account for a period of six months following the completion of the IPO. The escrow account shall be used in the event that the Group would be required to indemnify the underwriter and other indemnified persons any losses mainly from litigation or claims against the Group during IPO process pursuant to the terms of an underwriting agreement with the underwriter.
| (e) | Accounts receivable, net |
Accounts receivable represent the amounts that the Group has an unconditional right to consideration. Accounts receivable, net are stated at the original amount less provision for credit losses. The Group performs ongoing credit evaluation of its customers, and assesses allowance for credit losses based on credit loss model on portfolio basis. The Group estimates the loss rate based on historical experience, the age of the receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. Accounts receivable balances are written off after all collection efforts have been exhausted.
Adoption of Accounting Standards Update (“ASU”) 2016-13
In
June 2016, the FASB issued ASU 2016-13: Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected
credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and
supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial
assets measured at amortized cost. The Group adopted ASU 2016-13 from October 1, 2023 using modified-retrospective transition approach
with a cumulative-effect adjustment to accumulated deficit in the amount of US$
| (f) | Inventories |
Inventories, primarily consisting of new energy vehicles and auto parts and auto accessories sales available for sale, are stated at the lower of cost or net realizable value, with net realized value represented by estimated selling prices in the ordinary course of business, less reasonably predictable costs of transportation. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged products, which is dependent upon factors such as historical and forecasted consumer demand. For the six months ended March 31, 2025 and 2026, the Group recorded inventory write-downs of and , respectively.
| (g) | Property, equipment and software, net |
Property, equipment and software are purchased from third parties and carried at acquisition cost less accumulated depreciation, amortization and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives.
| (h) | Impairment of long-lived assets |
The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset (asset group) may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived asset (asset group) to the estimated undiscounted future cash flows expected to result from the use of the asset (asset group) and eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the asset (asset group), the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the asset (asset group). Fair value is estimated based on various valuation techniques, including the discounted value of estimated future cash flows.
| F-8 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| (i) | Fair value measurement |
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are:
● Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
● Level 2—Include other inputs that are directly or indirectly observable in the marketplace.
● Level 3—Unobservable inputs which are supported by little or no market activity.
Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
Financial assets and liabilities of the Group primarily consist of cash, accounts receivable, amounts due from related parties, other receivables included in prepayments, receivables and other assets, short-term loan, convertible bonds, accounts payable, amounts due to related parties, other payables included in accrued expenses and other current liabilities. As of September 30, 2025 and March 31, 2026, the carrying amounts of other financial instruments approximated to their fair values due to the short- term maturity of these instruments.
| (j) | Commitments and contingencies |
In the normal course of business, the Group is subject to commitments and contingencies, including capital commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Group recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Group may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.
| (k) | Convertible bonds |
The Group evaluates its convertible bond to determine if the contract or embedded component of the contract qualifies as derivatives to be separately accounted for in accordance with ASC 480, “Distinguish by Liabilities from Equity”, and ASC 815, “Derivatives and Hedging” in relation to the conversion feature, call and put option and settlement feature. The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as a liability with change in fair value recorded in the unaudited condensed consolidated statement of operations. After considering the impact of such features, the Group concludes that, as of September 30, 2025 and March 31, 2026, the convertible bonds did not contain any derivative feature. Convertible bonds without derivative features were subsequently measured at amortized cost, using the effective interest rate method. The effective interest rates are the actual interest rate stated in the contracts and there was no discount or premium on acquisition fees or costs.
| F-9 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| (l) | Revenue recognition |
The Group’s revenues are mainly generated from 1) auto parts and auto accessories sales, 2) new car sales, and 3) automotive insurance related services.
The Group recognizes revenues pursuant to ASC 606, Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, revenues from contracts with customers are recognized when control of the promised goods or services is transferred to the Group’s customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those goods or services net of business tax and value added tax. A description of the principal revenue generating activities of Group is as follows:
Auto parts and auto accessories sales
The Group offers auto parts and auto accessories inclusive of lubricating oils, tires, accumulators and others to customers, including the dealers of auto parts and auto accessories and automotive service stores.
The Group enters into framework sales contract with customers usually for one year. The framework sales contract provides the general payment and delivery terms, and specific orders shall be placed to the Group for the purchase a number of specific parts and accessories at fixed unit price. The framework sales contract does not set price range, minimum purchase threshold nor minimum prepayment requirement. For each specific order, the Group determines the part unit price after taking the market supply situation, purchase volume and the Group’s stock level into consideration. Under the specific order, full amount prepayment is required in general, and the Group’s performance obligation is to deliver agreed-upon auto parts and auto accessories to the customer. No significant variable price included in the contract and no significant warranty responsibility after delivery. The revenue from auto parts and auto accessories sales is recognized at a point in time upon delivery of products with the customer’s acceptance.
New car sales
The Group generates revenue from sales of new cars primarily the parallel-import cars and a small portion of new energy vehicles through a contract with customer.
For the sales of parallel-import cars, the Group usually first receives purchase intention from customer and feedbacks dynamic quotation taking the market supply and the customizations of the vehicles such as color and trim into consideration. The Group collects the full and fixed deposit of the determined vehicle model from the customer and purchases the vehicle from upstream suppliers. The customer usually enters into the definitive contract with the Group when the vehicle has arrived in port. The contract explicitly states the vehicle model and fixed transaction price that have already been mutually agreed per the purchase intention. The purchase intention is cancellable with partially refundable deposit but the definitive contract is not cancellable. The Group deducts a portion of deposit and returns the rest to the customer upon the cancellation of purchase intention due to the customer’s discretion. The Group returns full deposit if the purchase intention is cancelled for the non-customer reasons.
The Group primarily marketed new energy vehicles directly to customers and ceased the cooperation with MBS stores gradually. The Group mainly attracts individual customers or car dealers to buy cars after the Group directly showed the customers to the leased warehouse to check on the cars. The selling price of vehicles is determined by the Group. When the customers decide to purchase the vehicles, the Group will sign official contract with the customers and the customers can pick up the vehicles in the warehouse. For new car sales, the Group identifies only one performance obligation in the contract with customer to provide customer the specific car explicitly stated in a sales contract with terms of model, color and configurations at a fixed price and full amount payment is required before or upon customer’s pickup of the cars. There is no significant warranty responsibility after delivery. The Group recognizes revenue from new car sales at a point in time when the control of the car is transferred to the customer upon the customer’s pickup and acceptance of car.
Automotive insurance related services
The Group provides a variety of insurance related services, mainly including value-added maintenance service and claim and repair service.
Value-added maintenance service
The Group contracts with insurance companies to provide washing, interior sterilization and other after- sales services to the insurance companies’ insured car owners with fixed unit price of each kind of service during the contract period usually one year. The Group determines each specific service as a contract and the Group only has one performance obligation to provide such service. The Group’s performance obligation is completed when the insured car owners insurance companies receive the service. The Group reconciles the service volume with insurance companies regularly and collects considerations from companies monthly. Revenue from insurance value-added service is recognized at a point of time when the Group completes the service since the customers could benefit from the service at that point in time.
| F-10 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
Claim and repair service
The Group contracts with insurance companies to provide assistance in damage assessment and claim settlement, as well as repair when insured cars are damaged in a covered incident. Under the contract, separate repair orders are generated by insurance companies for each car accident. The Group regards each repair order as a contract and the Group only has one performance obligation to repair the damaged cars to good physical condition. The transaction price is determined usually including cost of repair service and required parts and accessories upon the damage assessment with certain mark-up and payment is usually required before the completion of repair. Revenue from claim and repair service is recognized at a point in time when the service is provided since the customers could benefit from the service at that point of time.
Principal versus agent considerations
The sales of new cars and auto parts and auto accessories are purchased from third parties, and the automotive insurance related services involve third parties in the provision of services. The Group evaluates the presentation of revenue on a gross versus net basis based on whether it controls the merchandises and services before transfers or provides them to customers.
The Group considers itself a principal and recognizes revenues from the sales of new cars and auto parts and auto accessories and provision of value-added maintenance service and claim and repair service on a gross basis as it controls the products or services based on that the Group is primarily responsible for fulfilling the promise to provide the specified good or service, has inventory risk before the specified good or service has been transferred to a customer and has discretion in establishing the price for the specified good or service.
The Group considers itself an agent and recognizes revenue from insurance intermediation services on a net basis due to lack of primary responsibility, credit risk of service and pricing discretion.
The following table disaggregates the Group’s revenues for the six months ended March 31, 2025 and 2026:
Schedule of disaggregation revenues
| 2025 | 2026 | |||||||
| For the six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (unaudited) | (unaudited) | |||||||
| By revenue type: | ||||||||
| Auto parts and auto accessories sales | ||||||||
| New car sales | $ | $ | ||||||
| Total | $ | $ | ||||||
The
revenues recognized over time were and during the six months ended March 31, 2025 and 2026, respectively. The revenues recognized
at a point in time were US$
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 Group has satisfied its performance obligation and has unconditional right to the payment. Contract assets represent the Group’s right to consideration in exchange for goods or services that the Group has transferred to a customer. The Group has no contract assets as of September 30, 2025 and March 31, 2026.
The
contract liabilities consist of deferred revenues, which represent the billings or cash received for services in advance of revenue recognition
and are recognized as revenue when all of the Group’s revenue recognition criteria are met. The Group’s deferred revenues
amounted to US$
| F-11 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| (m) | Cost of revenues |
Cost of revenues consists primarily of (i) cost of auto parts and auto accessories sales, (ii) cost of new car sales, (iii) cost of automotive insurance related services and other costs related to the business operation.
| (n) | Research and development expenses |
Research and development expenses consist primarily of share-based compensation expense, payroll and related expenses for research and development professionals, platform development fees and others. Research and development expenses are expensed as incurred.
| (o) | Selling and marketing expenses |
Selling
and marketing expenses mainly consist of (i) share-based compensation expense, (ii) market promotion and entertainment expenses and (iii)
staff cost, rental and depreciation related to selling and marketing functions. Advertising costs, which consist primarily of online
advertisements, are expensed as incurred. The market promotion and entertainment expenses were US$
| (p) | General and administrative expenses |
General and administrative expenses mainly consist of (i) share-based compensation expense, (ii) staff cost, rental and depreciation related to general and administrative personnel, (iii) professional service fees; (iv) expected credit losses for receivables, advance to suppliers and other receivables; and (v) other corporate expenses.
| (q) | Employee benefits |
The Company’s subsidiaries in PRC participate in a government mandated, multiemployer, defined contribution plan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities incorporated in the PRC to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on the monthly basic compensation of qualified employees. The Group has no further commitments beyond its monthly contribution. Employee social benefits included as expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss amounted to US$ and US$ for the six months ended March 31, 2025 and 2026, respectively.
| (r) | Leases |
The Group enters into lease agreements to have leasing for office spaces and warehouse.
The Group adopted the new lease accounting standard, ASC Topic 842, Leases (“ASC 842”), from October 1, 2021. The Group categorizes leases with contractual terms longer than twelve months as either operating or finance lease. However, the Group did not enter into finance leases for any of the periods presented.
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for a consideration. To assess whether a contract is or contains a lease, the Group assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.
Right-of-use (“ROU”) assets represent the Group’s rights to use underlying assets for the lease term and lease liabilities represent the Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
| F-12 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
Operating lease ROU assets
The right-of-use assets are initially measured at cost, which comprise the initial amounts of the lease liabilities adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.
Operating lease liabilities
Lease liabilities are initially measured at the present value of the outstanding lease payments at the commencement date, discounted using the discount rate for the leases. As most of the Group’s leases do not provide an implicit rate, the Group uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Lease payments included in the measurement of the lease liabilities comprise fixed lease payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee and any exercise price under a purchase option that the Group is reasonably certain to exercise. The Group’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option.
Lease liabilities are measured at amortized cost using the effective interest rate method. They are re-measured when there is a change in future lease payments, if there is a change in the estimate of the amount expected to be payable under a residual value guarantee, or if there is any change in the Group assessment of option purchases, contract extensions or termination options.
| (s) | Income taxes |
The Group accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
The
provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely- than-not threshold for
unaudited condensed consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in
a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current
and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
The Group’s operating subsidiaries in PRC are subject to examination by the relevant tax authorities. According to the PRC Tax
Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors
made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where
the underpayment of taxes is more than RMB
| (t) | Value added tax (“VAT”) |
The Group is subject to VAT and related surcharges on revenue generated from sales of products, facilitation services and platform services. The Group records revenue net of VAT. This VAT may be offset by qualified input VAT paid by the Group to suppliers. Net VAT balance between input VAT and output VAT is recorded in the line item of other current assets on the unaudited condensed consolidated balance sheets.
The
VAT rate is
| F-13 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| (u) | Foreign currency transactions and translations |
The Group’s principal country of operations is the PRC. The financial position and results of its operations are determined using RMB, the local currency, as the functional currency. The Group’s financial statements are reported using U.S. Dollars (“US$” or “$”). The results of operations and the unaudited interim condensed consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited interim condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in unaudited condensed consolidated statements of changes in shareholder’s deficit. Gains and losses from foreign currency transactions are included in the results of operations.
The value of RMB against $ and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect the Group’s financial condition in terms of $ reporting. The following table outlines the currency exchange rates that were used in creating the unaudited interim condensed consolidated financial statements:
Schedule of currency exchange rates
| As of September 30, | As of March 31, | |||||||
| 2025 | 2026 | |||||||
| Balance sheet items, except for equity accounts | ||||||||
| For the six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| Items in the statements of operations and comprehensive loss, and statements of cash flows | ||||||||
No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.
| (v) | Non-controlling interest |
For the Group’s majority-owned subsidiaries, a non-controlling interest is recognized to reflect the portion of their equity which is not attributable, directly or indirectly, to the Group. unaudited interim condensed consolidated net loss on the unaudited interim condensed consolidated statements of operations and comprehensive loss includes the net loss attributable to non-controlling interests. The cumulative results of operations attributable to non-controlling interests, are recorded as non-controlling interests in the Group’s unaudited interim condensed consolidated balance sheets.
| (w) | Statutory reserves |
In accordance with the PRC Company Laws, the Group’s PRC subsidiaries must make appropriations from their after-tax profits as determined under the generally accepted accounting principles in the PRC (“PRC GAAP”) to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the PRC companies. Appropriation to the discretionary surplus fund is made at the discretion of the PRC companies.
The statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses or increase the registered capital of the respective companies. These reserves are not allowed to be transferred to the Company by way of cash dividends, loans or advances, nor can they be distributed except for liquidation.
For the six months ended March 31, 2025 and 2026, no appropriation was made to the statutory surplus fund and discretionary surplus fund by the Group’s PRC subsidiaries as these PRC companies did not earn any after-tax profits as determined under PRC GAAP.
| F-14 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| (x) | Share-based compensation |
The Group grants restricted share units of the Company to eligible employees and grant shares of the Company to an external consultant and accounts for these share-based awards in accordance with ASC 718 Compensation-Stock Compensation.
Share-based awards granted are measured at fair value on grant date and the value is recognized as share-based compensation expense (i) immediately at the grant date if no vesting conditions are required, or (ii) using the accelerated attribution method, net of estimated forfeitures, over the requisite service period, for all share-based awards granted with graded vesting based on service conditions and for awards with performance conditions if it is probable that the performance condition will be achieved. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards are reversed. Share-based compensation expense, when recognized, is charged to the unaudited condensed consolidated statements of operations with the corresponding entry to additional paid-in capital. The fair values of restricted share units (“RSUs”) and restricted shares are determined with reference to the fair value, which is the share price of the underlying shares.
| (y) | Comprehensive loss |
The Group applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive loss in a full set of financial statements. Comprehensive loss is defined to include all changes in equity of the Group during a period arising from transactions and other events and circumstances except those resulting from investments by shareholders and distributions to shareholders. For the years presented, the Group’s comprehensive loss includes net loss and other comprehensive income or loss, which primarily consists of the foreign currency translation adjustment that has been excluded from the determination of net loss.
| (z) | Earnings per share |
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to ordinary shareholders, taking into consideration the deemed dividends to preferred shareholders (if any), by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Shares issuable for little to no consideration upon the satisfaction of certain conditions are considered as outstanding shares and included in the computation of basic earnings (loss) per share as of the date that all necessary conditions have been satisfied. Net losses are not allocated to other participating securities if based on their contractual terms they are not obligated to share the losses.
The Group’s redeemable principal interests are participating securities, as they have contractual nonforfeitable right to participate in distributions of earnings and have contractual obligation to absorb the Group’s losses after the issuance of redeemable and non-redeemable shares. Accordingly, any undistributed net income (loss) is allocated on a pro rata basis to ordinary shares and redeemable equity interests and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. When redeemable equity is extinguished, the loss on extinguishment is included in the net earnings (loss) attributable to ordinary shareholders.
Diluted earnings (loss) per share is calculated by dividing net earnings (loss) attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the preferred shares, using the if-converted method, and shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted earnings (loss) per share calculation when inclusion of such share would be anti-dilutive. The effect of restricted share units, which was and ordinary shares as of March 31, 2025 and 2026, respectively, were excluded from the computation of diluted earnings (loss) per share for the six months ended March 31, 2025 and 2026 as its effect would be anti-dilutive.
| F-15 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
Schedule of net loss per share
| For the six months ended | For the six months ended | |||||||
| March 31, 2025 | March 31, 2026 | |||||||
| Numerator: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Basic and diluted weighted average shares outstanding | ||||||||
| Basic and diluted net income (loss) per ordinary shares | $ | ) | $ | ) | ||||
| (aa) | Segment reporting |
The
Group uses the management approach in determining its
As the Group’s long-lived assets are substantially located in the PRC, no geographical segments are presented.
| (bb) | Recent accounting pronouncements |
The Group is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.
In November 2023, the FASB issued ASU 2023-07, which modifies the disclosure and presentation requirements of reportable segments. The new guidance requires the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit and loss. In addition, the new guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Group determined that there will be no material impact from the adoption of ASU 2023-07 on its financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Group is currently evaluating the impact of adopting ASU 2023-09.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. This ASU may be applied either prospectively to financial statements issued for reporting periods after its effective date or retrospectively to all prior periods presented in the financial statements. The Group is currently evaluating the impact of adopting the standard.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (“Topic 326”). This ASU provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts as part of estimating expected credit losses. For public business entities, ASU 2025-05 will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The guidance will be applied on a prospective basis. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Group is currently evaluating the impact of adopting the standard.
| F-16 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
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 unaudited condensed consolidated financial statements upon adoption. The Group does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures.
| 4. | Accounts receivable, net |
Accounts receivable, net consisted of the following:
Schedule of accounts receivable
| As of September 30, | As of March 31, | |||||||
| 2025 | 2026 | |||||||
| (unaudited) | ||||||||
| Accounts receivables | $ | $ | ||||||
| Less: provision of expected credit losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The movement of provision of expected credit losses for accounts receivable was as follows:
Schedule of provision of expected credit losses
| 2025 | 2026 | |||||||
| For the six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (unaudited) | (unaudited) | |||||||
| Balance at beginning of the period | $ | $ | ||||||
| Addition/(Reversal) in credit losses | ||||||||
| Write-offs | ||||||||
| Adoption ASU 2016-13 | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Balance at end of the period | $ | $ | ||||||
| 5. | Inventories |
Inventories consisted of the following:
Schedule of inventories
| As of September 30, | As of March 31, | |||||||
| 2025 | 2026 | |||||||
| (unaudited) | ||||||||
| Auto parts and auto accessories | $ | $ | ||||||
| Total | $ | $ | ||||||
The
Group recorded
| 6. | Prepayments, receivables and other assets, net |
Prepayments, receivables and other assets, net consisted of the following:
Schedule of prepayments, receivables and other assets
| As of September 30, | As of March 31, | |||||||
| 2025 | 2026 | |||||||
| (unaudited) | ||||||||
| Deposit, net | $ | $ | ||||||
| Prepaid expenses, net | ||||||||
| Deductible input value-added tax | ||||||||
| Advance to employees, net | ||||||||
| Others, net | ||||||||
| Prepayments, receivables and other assets, net | $ | $ | ||||||
The
Group recorded credit losses of US$
| F-17 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| 7. | Borrowings |
As of September 30, 2025 and March 31, 2026, the bank borrowings were for working capital and capital expenditure purposes.
Schedule of short term borrowings
| As of September 30, | As of March 31, | |||||||
| 2025 | 2026 | |||||||
| (unaudited) | ||||||||
| Short-term borrowings | ||||||||
| Beijing Zhongguancun Bank Co., Ltd. | $ | $ | ||||||
| Bank of Beijing Limited Hepingli Branch | ||||||||
| Industrial and Commercial Bank of China Limited Beijing Jiulongshan Branch | ||||||||
| Bank of China Limited Beijing Communication Technology Development Zone Branch | ||||||||
| Industrial and Commercial Bank of China Limited Beijing Changan Branch | ||||||||
| China CITIC Bank Co., Ltd. Beijing Branch | ||||||||
| Zhengzhou East Branch of China Construction Bank Co., Ltd | ||||||||
| Total | $ | $ | ||||||
As
of March 31, 2026, the bank borrowings were primarily obtained from seven banks with interest rates ranging from
The
interest expenses were US$
The
Company’s controlling shareholder, Dr. Houqi Zhang, provided his personal guarantees, a real estate mortgage guarantee, and a pledge
guarantee on his
Dr.
Houqi Zhang and his spouse, Ms. Yalin Shen, provided their personal guarantees for certain bank loans in the amount of US$
Beijing
Capital Co., Ltd, a third party, provided guarantees for certain bank loans in the amount of US$
Beijing
Guohua Culture and Technology Financing Guarantee Co., Ltd, a third party, provided guarantees and Autozi China provided a count-guarantee
for certain bank loans in the amount of US$
In
November 2025, the Company newly borrowed US$
| F-18 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
On
November 14, 2025, the Company’s subsidiary, Autozi Supply Chain Management (Beijing) Co., Ltd. (“Autozi Supply Chain”)
has borrowed RMB
| 8. | Convertible bonds and notes |
2019 Convertible Bonds
In
September 2019 and January 2020, the Group issued two convertible bonds of US$
The
Convertible Bonds of US$
On October 12, 2023, the Group signed supplemental agreements with each holder that the holders agreed not to claim the principal and interest of the Convertible Bonds within six months from the date of signing the supplemental agreements if the Company has successfully completed an initial public offering (“IPO”) during such period. If the IPO fails to be completed within the aforesaid time, the holders have the right to require the Company to repay the Convertible Bonds including principal, interest and penalty as stated in the original agreement. Besides, the holders have the right to exercise the conversion right or require the repayment in accordance with the original agreement if the Company has successfully completed an IPO within six months from the date of signing of the supplemental agreements. As of the issuance date of these unaudited interim condensed consolidated financial statements, the Company is in the process of negotiating with holders of Convertible Bonds on the repayment or exercise of the conversion right.
As
of September 30, 2025 and March 31, 2026, the principal amount of convertible bonds was US$
2025 Convertible Notes
On
January 27, 2025, the Company entered into securities purchase agreement (the “SPA”) and Registration Rights Agreement (the
“RRA”) with an investor, JAK Opportunities XII LLC (the “Holder”), which were amended on February 19, 2025 (the
“Amendment”). Upon the Amendment, the Company issued a senior unsecured convertible note (the “Original Note”)
at an
The
Company received proceeds of $
| F-19 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
On
April 30, 2025, the Company entered into a waiver agreement with the Holder (the “First Waiver Agreement”). Upon the First
Waiver Agreement, the Initial Registration Statement shall only be required to register for resale by the Holder the number of conversion
shares underlying the Original Note, and interests shall not begin to accrue on the remaining principal of $
On
September 19, 2025, the Company entered into a waiver and release agreement (the “Second Waiver Agreement”) with the Holder,
under which the Holder agreed to terminate its registration rights, irrevocably waive any claims associated therewith, and relinquish
its right to future investments under the Incremental Warrants, in exchange for the Company issuing a new senior unsecured convertible
note to the Holder. Pursuant to the terms of the Second Waiver Agreement and subject to the conditions set forth therein, the RRA has
been terminated in its entirety, and all six outstanding Incremental Warrants have been cancelled and are of no further force or effect.
The Company issued a new senior unsecured convertible note to the Holder with an original principal amount of $
| 9. | Accrued expenses and other current liabilities |
Accrued expenses and other current liabilities consisted of the following:
Schedule of accrued expenses and other current liabilities
| As of September 30, | As of March 31, | |||||||
| 2025 | 2026 | |||||||
| (unaudited) | ||||||||
| Interest payables | $ | $ | ||||||
| Payroll payables | ||||||||
| Accrued expenses | ||||||||
| Amounts due to third-parties | ||||||||
| Deposit payables | ||||||||
| Borrowings from third parties (3) | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
| 10. | Lease |
The balances for the operating leases where the Group is the lessee are presented as follows:
Schedule of operating lease liabilities
| As of September 30, | As of March 31, | |||||||
| 2025 | 2026 | |||||||
| (unaudited) | ||||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Lease liabilities – current | ||||||||
| Lease liabilities – non-current | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
The components of operating lease expense were as follows:
Schedule components of operation lease expenses
| 2025 | 2026 | |||||||
| For the six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (unaudited) | (unaudited) | |||||||
| Operating lease expense | $ | $ | ||||||
| Short-term lease expense | ||||||||
| Total lease expense | $ | $ | ||||||
Short-term leases included office leases with a term of 12 months or less.
| F-20 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
Both operating lease expense and short-term lease expense were recognized in general and administrative expenses and selling expenses.
Remaining lease term and discount rate:
Schedule of remaining lease term discount
| As of September 30, | As of March 31, | |||||||
| 2025 | 2026 | |||||||
| (unaudited) | ||||||||
| Weighted average remaining lease term (years) | ||||||||
| Weighted average discount rate | % | % | ||||||
The following was a schedule of future minimum payments under the Company’s operating leases as of March 31, 2026:
Schedule of future minimum payments for operating leases
| For the fiscal years ended September 30, | Amount | |||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Cash
paid for operating leases for the six months ended March 31, 2025 and 2026 were US$
| 11. | Ordinary shares |
Ordinary shares
On January 9, 2023 and June 14, 2023, the Company issued and ordinary shares, respectively, par value $ per share to original shareholders of Autozi Internet Technology as a part of the Reorganization (retrospectively adjusted as and ordinary shares, respectively, after the Share Split (see definition below)). All ordinary shares in connection with the Reorganization were issued as of June 14, 2023, of which ordinary shares were redeemable ordinary shares and shares were ordinary shares.
On
August 10, 2023, the Company approved a
On
August 28, 2024, the Company completed its IPO of Class A ordinary shares at a public offering price of $ per Class A ordinary
share for aggregate proceeds of $
In connection with IPO, the Company granted the underwriter a 45-day over-allotment option to purchase up to additional Class A ordinary shares at US$ less an amount per share equal to any dividends or distributions declared by the Company. The over-allotment option was not exercised by the underwriter and has expired in the year ended September 30, 2025.
| F-21 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
The share subscription receivable presented the receivable for the issuance of ordinary shares of the Company and is reported as a deduction of equity and presented on a retroactive basis before the incorporation of the Company. Subscription receivable has no payment terms nor any interest receivable accrual. The amount of subscription receivable as of September 30, 2024 were insignificant, which were all collected as of September 30, 2024.
A meeting of the holders of Class A Ordinary Shares (the “Class A Meeting”) and the extraordinary general meeting of shareholders (the “EGM”) of the Company was held on November 11, 2025. At the Class A Meeting, the holders of the Class A Ordinary Shares duly adopted an ordinary resolution that the voting rights attached to each Class B Ordinary Share of the Company be increased to 200 votes on all matters subject to vote at general meetings of the Company. At the EGM, shareholders of the Company duly adopted the resolution to authorize the Board of Directors of the Company (the “Board”) to effect a share consolidation.
On
December 8, 2025, the Company entered into a securities purchase agreement with certain non-U.S. investors in connection with a private
placement exempt from registration under the Securities Act of 1933. After giving effect to the 50-for-1 share consolidation completed
in December 2025, the Company issued an aggregate of Class A ordinary shares to the investors at a purchase price of approximately
US$ per share, for aggregate cash consideration of approximately US$
On February 27, 2026, the Company’s Board of Directors approved a consolidation of its authorized, issued and outstanding ordinary shares at a ratio of one-for-ten. The share consolidation became effective on March 23, 2026, upon which every ten ordinary shares were automatically consolidated into one ordinary share. No fractional shares were issued, and any resulting fractional share was rounded up to one whole share. As a result, the par value of each Class A and Class B ordinary share increased from US$ to US$. The Company’s Class A ordinary shares continued to trade on the Nasdaq Global Market under the symbol “AZI.” All share and per-share information presented in these financial statements has been retrospectively adjusted to reflect the share consolidation.
| 12. | Share-based compensation |
Restricted share units granted upon 2024 Plan
On October 31, 2024, the Board of Directors of the Company approved the 2024 Equity Incentive Plan (the “2024 Plan”), under which, the Board of Directors adopt an equity incentive plan for the purpose of attracting and retaining services of the best available personnel, providing additional incentives to employees, officers, directors and external persons, and promoting the success of the Group as a whole. The maximum aggregate number of Class A ordinary shares that may be issued for all purposes under the 2024 Plan shall be million.
The Company granted two traches of restricted share units (“RSUs”) under the 2024 Plan in November 2024 and December 2024, respectively. The RSUs were granted to eligible managements and employees.
On January 19, 2026, the Company’s Board of Directors approved the Third Amended and Restated 2024 Equity Incentive Plan, increasing the number of Class A ordinary shares reserved for issuance under the plan by shares to an aggregate of shares. On January 21, 2026, the Company filed a registration statement on Form S-8 with the SEC to register the additional Class A ordinary shares reserved under the plan. After giving retrospective effect to the one-for-ten share consolidation completed on March 23, 2026, the additional shares registered and the total shares authorized under the plan were equivalent to shares and shares, respectively. The registration of these shares did not, by itself, constitute the issuance of shares or the granting of share-based awards.
| F-22 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
Schedule of share-based compensation expenses
| 2025 | 2026 | |||||||
| For the six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (unaudited) | (unaudited) | |||||||
| General and administrative expenses | $ | $ | ||||||
| Selling and marketing expenses | ||||||||
| Research and development expenses | ||||||||
| Total share-based compensation expenses | $ | $ | ||||||
As of March 31, 2026, the unrecognized compensation cost was .
The following table summarized the Group’s restricted share unit activities during the six months ended March 31, 2026.
Schedule of restricted share unit activities
| Number of RSUs | Weighted Average Grant Date Fair Value | |||||||
| Unvested as of October 1, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Unvested as of March 31, 2026 (unaudited) | $ | |||||||
| 13. | Restricted net assets |
The Group’s operations are conducted through its PRC subsidiaries, and the Group’s ability to pay dividends is primarily dependent on receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by its subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations, and after it has met the PRC requirements for appropriation to statutory reserves. Paid-in capital and additional paid-in capital of its subsidiaries included in the Group’s unaudited condensed consolidated net assets are also non-distributable for dividend purposes.
In
accordance with the Company Law of the PRC and the PRC regulations on enterprises with foreign investment, whether a domestic enterprise
or a wholly owned foreign enterprise (“WFOE”) established in the PRC are both required to provide certain statutory reserves,
namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as
reported in the enterprise’s PRC statutory accounts. Both a domestic enterprise and a WFOE are required to allocate at least
As
a result of these PRC laws and regulations, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion
of their net assets to the Group. As of September 30, 2025 and March 31, 2026, net assets restricted in the aggregate included in the
Group’s unaudited condensed consolidated net assets were approximately US$
| F-23 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| 14. | Taxation |
Cayman Islands
The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands.
British Virgin Islands
The Group’s subsidiary, Autozi Internet Technology (BVI) Ltd. is incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, Autozi Internet Technology (BVI) Ltd. is not subject to tax on income or capital gains. In addition, dividend payments are not subject to withholdings tax in the British Virgin Islands.
United States
The
Group’s subsidiary, Autozi Internet Technology (U.S.) Inc. is incorporated in U.S. and is subject to U.S. federal corporate income
tax at a rate of
Hong Kong
According
to Tax (Amendment) (No. 3) Ordinance 2018 published by Hong Kong government, from April 1, 2018, under the two-tiered profits tax rates
regime, the profits tax rate for the first HKD
PRC
Generally,
the Group’s WFOE and subsidiaries, which are considered PRC resident enterprises under PRC Enterprise Income Tax Law (the “EIT
Law”), are subject to enterprise income tax on their worldwide taxable income as determined under EIT Law and accounting standards
at a rate of
According
to relevant laws and regulations promulgated by the State Administration of Tax of the PRC effective from October 1, 2022 onwards, enterprises
engaging in research and development activities are entitled to claim
The income tax provision consisted of the following components:
Schedule of income tax provision
| For the six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (unaudited) | (unaudited) | |||||||
| Current income tax expense | $ | $ | ||||||
| Deferred income tax benefit | ||||||||
| Total | $ | $ | ||||||
As of September 30, 2025 and March 31, 2026, the Company did not have any significant unrecognized uncertain tax positions and the Company does not believe that its unrecognized tax benefits will change over the next twelve months. For the six months ended March 31, 2025 and 2026, the Company did not have any significant interest or penalties associated with uncertain tax positions.
| F-24 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| 15. | Related party transactions |
Related parties
The following was a list of related parties which the Group had transactions with for the six months ended March 31, 2025 and 2026:
| No. | Names of related parties | Relationship | ||
| 1 | Zhongchi Chezhigu Internet Technology (Qingdao) Co. Ltd (“Zhongchi Chezhigu”) | A company significantly influenced by the Group | ||
| 2 | Beijing Zhongchi Chi Fu Management Consulting Center (limited partnership) (“Zhongchi Chi Fu Management”) | A non-controlling shareholder of a subsidiary | ||
| 3 | Beijing Qichuang Zhongteng Investment Management Center (limited partnership) (“Beijing Qichuang”) | Shareholder of the Group; A company significantly influenced by Dr. Houqi Zhang | ||
| 4 | Beijing Yonyou Innovation Investment Center (limited partnership) (“Yonyou Innovation”) | Shareholder of the Group | ||
| 5 | Dr. Houqi Zhang | Principal shareholder of the Group | ||
| 6 | Mr. Hui Zhang | Senior management of the Group | ||
| 7 | Ms. Jun Wang | Senior management of the Group | ||
| 8 | Changsha Qixin Zhongying Enterprise Consulting and Management Center (limited partnership) (“Changsha Qixin”) | Shareholder of the Group | ||
| 9 | Beijing Qizhi Zhongchi Investment Management Center (limited partnership) (“Beijing Qizhi”) | Shareholder of the Group; A company controlled by Dr. Houqi Zhang | ||
| 10 | Beijing Anrong Innovation Management Technology Center (limited partnership) (“Beijing Anrong”) | Shareholder of the Group | ||
| 11 | Changsha Tongjie Technology Co. Ltd (“Changsha Tongjie”) (1) | A company significantly influenced by the Group | ||
| 12 | Mr. Jun Lian | Senior management of the Group | ||
| 13 | Mr. Yufeng Bai (2) | Senior management of a subsidiary | ||
| 14 | Henan Zhongqi Alliance Automobile Service Co., Ltd (“Henan Zhongqi”) (2) | A company significantly influenced by Mr. Yufeng Bai | ||
| 15 | Beijing Zhongchi Chefu Data Technology Co., Ltd. | A company under controlled with a principal shareholder | ||
| 16 | Changsha Chitong Technology Co. Ltd (“Changsha Chitong”) (3) | A company significantly influenced by the Group | ||
| 17 | Beijing Qifu Future Consulting Service Center (limited partnership)(“Qifu Future”) | Shareholder of the Group |
| (1) | Changsha Tongjie was deregistered in January 2025 and therefore it was no longer a related party of the Group since then. |
| (2) | Mr. Yufeng Bai was no longer a senior management of a subsidiary of the Group since October 2024. Therefore, Mr. Yufeng Bai and Henan Zhongqi were not related parties of the Group since then. |
| (3) | Changsha Chitong was deregistered in January 2025 and therefore it was no longer a related party of the Group since then. |
| F-25 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
Related party transactions
The Group had the following significant related party transactions for the six months ended March 31, 2025 and 2026:
Schedule of related party transactions
| 2025 | 2026 | |||||||
| For the six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (unaudited) | (unaudited) | |||||||
| Loan from related parties | ||||||||
| Qifu Future | ||||||||
| Mr. Jun Lian | ||||||||
| Mr. Hui Zhang | ||||||||
| Dr. Houqi Zhang (1) | ||||||||
| Others | ||||||||
| Total | ||||||||
| Loan from related parties | ||||||||
| Repayment of loan to related parties | ||||||||
| Dr. Houqi Zhang | ||||||||
| Mr. Haifeng Li | ||||||||
| Mr. Hui Zhang | ||||||||
| Ms. Jun Wang | ||||||||
| Mr. Jun Lian | ||||||||
| Total | ||||||||
| Repayment of loan to related parties | ||||||||
| Loan to related parties | ||||||||
| Dr. Houqi Zhang | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
| Loan to related parties | $ | $ | ||||||
| (1) |
Amounts due from related parties
Amounts due from related parties consisted of the following for the periods indicated:
| 2025 | 2026 | |||||||||
| As of September 30, | As of March 31, | |||||||||
| 2025 | 2026 | |||||||||
| Related parties | Nature | (unaudited) | ||||||||
| Beijing Zhongchi Chefu Data Technology Co., Ltd. | $ | $ | ||||||||
| Others | ||||||||||
| Total | $ | $ | ||||||||
| $ | $ | |||||||||
| Less: allowance of credit loss | ||||||||||
| Amounts due from related parties, net | $ | $ | ||||||||
Amounts due to related parties
Amount due to related parties consisted of the following for the periods indicated:
| 2025 | 2026 | |||||||||
| As of September 30, | As of March 31, | |||||||||
| 2025 | 2026 | |||||||||
| Related parties | Nature | (unaudited) | ||||||||
| Dr. Houqi Zhang | $ | $ | ||||||||
| Ms. Jun Wang | ||||||||||
| Mr. Hui Zhang | ||||||||||
| Mr. Haifeng Li | ||||||||||
| Others | ||||||||||
| Total | $ | $ | ||||||||
| Amount due to related parties | $ | $ | ||||||||
| F-26 |
AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD.
NOTES TO THE unaudited INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars in thousands, except share and per share data
| 16. | Commitments and contingencies |
| (a) | Capital commitments |
As of September 30, 2025 and March 31, 2026, the Group had no capital commitment.
| (b) | Contingencies |
In the ordinary course of business, the Group may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Group records contingent liabilities resulting from such claims, when a loss is assessed to be probable and the amount of the loss is reasonably estimable.
There was no significant pending or threatened claims and litigation as of March 31, 2026 and through the issuance date of these unaudited condensed consolidated financial statements.
| 17. | Subsequent events |
The Company has evaluated subsequent events through August 20, 2026, the date of issuance of the unaudited condensed consolidated financial statements and noted that there are no other subsequent events with material financial impact on the Company’s unaudited interim condensed consolidated financial statements except for the events below.
On April 15, 2026, Yafu Guo resigned from the Board of Directors and its committees, and Jinming Dong resigned as the Company’s chief financial officer. Effective April 16, 2026, Hanyun Si was elected as a director, and Hui Zhang, the Company’s chief operating officer, was appointed as chief financial officer. The resignations were not due to any disagreement with the Company regarding its operations, policies or practices.
Effective June 4, 2026, the Company dismissed Marcum Asia CPAs LLP as its independent registered public accounting firm and appointed Assentsure PAC as its new independent registered public accounting firm for the fiscal year ending September 30, 2026. There were no disagreements between the Company and Marcum Asia on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures.
On
June 22, 2026, the Company entered into securities purchase agreements with certain non-U.S. investors for the sale of up to
Class A ordinary shares at US$ per share, for an aggregate purchase price of approximately US$
On
June 22, 2026, the Company entered into a securities purchase agreement with an accredited investor for the issuance of convertible promissory
notes with an aggregate principal amount of up to US$
On
June 22, 2026, the Company entered into a debt conversion agreement with Houqi Zhang, the Chief Executive Officer and Chairman of the
Board of Directors of the Company. Pursuant to the debt conversion agreement, the Company will issue Class B ordinary shares
of the Company to Mr. Zhang in full settlement of an interest free loan in the amount of $
| F-27 |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes. This discussion contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve significant risks and uncertainties. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “will,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements contained herein. Readers are encouraged to read the risk factors identified in the section entitled “Item 3.D. — Risk Factors” of our annual report on Form 20-F for the fiscal year ended September 30, 2025, as filed with the SEC on February 12, 2026.
A. Operating results
Overview
We are one of the leading and fast-growing lifecycle automotive service providers in China. Founded in 2010, we provide high-quality, affordable and professional one-stop automotive products and services through online and offline channels countrywide. We primarily engage in the sales of auto parts and auto accessories, new cars as well as automotive insurance related services in PRC. As a comprehensive automobile service provider, we have established an ecosystem of lifecycle automotive services covering the full life cycle of automotives by connecting automotive manufacturers, auto parts manufactures, and insurance companies with MBS stores and various automotive owners, forming a complete loop of “new car sales—insurance issuance—reservation maintenance—claim settlement and repair—parts supply.”
For the six months ended March 31, 2025 and 2026, our revenues were approximately $79.9 million and $29.5 million, respectively, and we incurred net losses of $5.3 million and $26.3 million, respectively.
Recent Developments
On April 15, 2026, Mr. Yafu Guo resigned from the Board of Directors and its committees, and Mr. Jinming Dong resigned as the Company’s Chief Financial Officer. Effective April 16, 2026, Mr. Hanyun Si was elected as a director, and Mr. Hui Zhang, the Company’s Chief Operating Officer, was appointed as Chief Financial Officer. The resignations were not due to any disagreement with the Company regarding its operations, policies or practices.
Effective June 4, 2026, the Company dismissed Marcum Asia CPAs LLP as its independent registered public accounting firm and appointed Assentsure PAC as its new independent registered public accounting firm for the fiscal year ending September 30, 2026. There were no disagreements between the Company and Marcum Asia on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures.
On June 22, 2026, the Company entered into securities purchase agreements with certain non-U.S. investors for the sale of up to 50,000,000 Class A ordinary shares at US$0.60 per share, for an aggregate purchase price of approximately US$30.0 million. The purchase price may be paid in fiat currency or, subject to applicable laws and regulations, in cryptocurrencies at the Company’s discretion. The transaction is expected to close in the third quarter of 2026.
On June 22, 2026, the Company entered into a securities purchase agreement with an accredited investor for the issuance of convertible promissory notes with an aggregate principal amount of up to US$5.25 million. The initial note with a principal amount of US$2.75 million was issued on June 23, 2026 at a 4.0% original issue discount, bears interest at 9.25% per annum, matures on June 23, 2027 and is convertible into the Company’s Class A ordinary shares. The investor has the option to purchase additional notes with an aggregate principal amount of US$2.5 million.
On June 22, 2026, the Company entered into a debt conversion agreement with Houqi Zhang, the Chief Executive Officer and Chairman of the Board of Directors of the Company. Pursuant to the debt conversion agreement, the Company will issue 10,000,000 Class B ordinary shares of the Company to Mr. Zhang in full settlement of an interest free loan in the amount of $7,000,000 provided by Mr. Zhang to the Company. Upon the issuance of these shares, the loan will be deemed cancelled and paid in full. The shares shall be subject to a three-year lock-up period commencing on the issuance date, during which Mr. Zhang shall not directly or indirectly sell, transfer, pledge, hypothecate or otherwise dispose of any of such shares without the Company’s prior written consent.
Key Factors Affecting Our Results
We believe the key general factors affecting our financial performance and results of operations include:
Market demand and supply
Our revenues are significantly affected by the demand for new cars and needs for repairs and maintenance in China. Market demand for automotives is driven by various factors including, among others, the growth of individual and family disposable income, continued urbanization and improvement in China’s road networks and other infrastructure. The rapid growth of China’s economy has led to an increase in living standards and per capita disposable income as well as accelerated urbanization. These factors helped drive the significant growth in automotive retail sales in China in recent years. However, the automotive industry in China has historically been cyclical and is affected by general economic conditions, consumer confidence and other factors such as manufacturers’ respective production capacities. Retail sales could slow down or decrease if growth in the Chinese economy slows or if the expanded production capacity of automotive manufacturers leads to an over-supply of new cars, and our revenues may be negatively affected as a result. Meanwhile, advances in automotive technology, such as NEVs, autonomous driving and shared mobility may increase the useful life of auto parts and accessories and therefore reduce the demand for our products and services, adversely affecting our sales.
Our ability to stand out from the fierce market competition
We face fierce competition in China and our results of operations may be affected by competition among automotive manufacturers in terms of vehicle quality, model variety, price and delivery time, competition from other dealerships in the same region who sell the same brands and models of automotives as we do, and competition from other suppliers who sell popular and customized auto parts and auto accessories to customers. Our financial condition and results of operations may be adversely affected if we fail to successfully compete against such competitors in terms of price, location, quality of customer service and the ability to attract repeat business.
Government policies
Our results of operations may be affected by government policies and regulations relating to the automotive industry in China, such as PRC governmental policies on foreign investment in the automotive retail business as well as any policies or regulations affecting industry practices and market demand. Historically, our importation of parallel-import cars had been suspended upon the implementation of Limits and Measurements Methods for Emissions from Light-Duty Vehicles (CHINA 6) in July 2020, and the adverse impact was removed upon the fulfillment of prototype emission test of parallel-import cars in May 2021 that reopened the importation of parallel-import cars business. Any additional government policies favorable or unfavorable to the automotive retail industry could impact our revenues and results of operations in the future.
Our results of operations in any given period may also be affected by company-specific factors, including:
Our ability to attract and retain customers
The growing number of customers is one of the most important drivers of our business growth. Therefore, our results of operations will depend in large part on our continued ability to attract customers, retain them, and serve them over the long term. We seek to attract new customers and retain existing customers by offering superior customer services through highly-motivated, competitive pricing, robust SaaS platforms integrated with our proprietary product and services catalog, and online ordering function. We intend to continue to drive customer acquisition by relying on our strong brand recognition, expanding online and offline presence, and implementing effective marketing strategies. Providing outstanding customer services is our highest priority and is the key for us to establish a large and loyal customer base.
Our ability to optimize business mix
Our results of operations, and in particular, our profitability, are also affected by our business mix. We offer a diversified and expanding portfolio of products and services, such as parallel-import cars, NEVs, auto parts and auto accessories, and automotive insurance related services. The different categories we offer have different margins and growth outlooks. As we introduce and promote new offerings, our overall profitability may vary from period to period as a result of changes in products and services category mix and their respective margin profiles. Our diversified and expanding offerings of products and services also enable us to provide a one-stop automotive service experience catering to the various needs of car owners, driving customer acquisition and retention and increasing cross-selling activities.
Pricing of our products and services
Our revenues are directly affected by the price of our products and services. The average selling price is calculated by dividing the total revenues generated through new car sales by the total number of new cars sold by us during the relevant fiscal year. We expect the price of new cars to decrease in the long run in China primarily due to the lowering of tariffs on imported cars and increased competition. However, our average selling price of new cars may fluctuate period over period depending on the mix of automotives we sell during a particular period that consists of different models in different price ranges.
Results of Operations
For the six months ended March 31, 2026 and 2025
The following table summarizes the results of the Group’s operations for the six months ended March 31, 2026 and 2025, respectively, and provides information regarding the dollar and percentage increase during such periods. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.
| For the six months ended March 31, | ||||||||||||||||
| 2025 | 2026 | Change | ||||||||||||||
| US$’000 | US$’000 | US$’000 | % | |||||||||||||
| Revenues | 79,871 | 29,543 | (50,328 | ) | (63.0 | ) | ||||||||||
| Cost of revenues | (78,511 | ) | (29,305 | ) | 49,206 | (62.7 | ) | |||||||||
| Gross profit | 1,360 | 238 | (1,122 | ) | (82.5 | ) | ||||||||||
| Operating expenses | ||||||||||||||||
| Selling and marketing expenses | (1,575 | ) | (318 | ) | 1,257 | (79.8 | ) | |||||||||
| General and administrative expenses | (7,288 | ) | (24,383 | ) | (17,095 | ) | 234.6 | |||||||||
| Research and development expenses | (622 | ) | (171 | ) | 451 | (72.5 | ) | |||||||||
| Total operating expenses | (9,485 | ) | (24,872 | ) | (15,387 | ) | 162.2 | |||||||||
| Operating loss | (8,125 | ) | (24,634 | ) | (16,509 | ) | 203.2 | |||||||||
| Other (expense)/income | ||||||||||||||||
| Litigation related (expenses)/income | 4,381 | - | (4,381 | ) | (100.0 | ) | ||||||||||
| Interest expenses, net | (1,926 | ) | (837 | ) | 1,089 | (56.5 | ) | |||||||||
| Other income/(expenses), net | 392 | (1,566 | ) | (1,958 | ) | N/M | ||||||||||
| Investment income/(loss) | - | 778 | 778 | N/M | ||||||||||||
| Total other (expense)/income, net | 2,847 | (1,625 | ) | (4,472 | ) | N/M | ||||||||||
| Loss before income tax expenses | (5,278 | ) | (26,259 | ) | (20,981 | ) | 397.5 | |||||||||
| Income tax expenses | - | - | - | - | ||||||||||||
| Net loss | (5,278 | ) | (26,259 | ) | (20,981 | ) | 397.5 | |||||||||
Revenues
Revenues were US$29.5 million for the six months ended March 31, 2026, a decrease of 63.0% from US$79.9 million in the same period of fiscal year 2025. The decrease was mainly due to lower business volume as the Company continued to adjust its business structure and focus on core automotive service offerings. Revenue from new car sales was nil for the current period, compared with US$0.9 million in the prior year period, as the Company’s strategic focus shifted entirely to auto parts and auto accessories.
Cost of Revenues
Cost of revenues was US$29.3 million for the six months ended March 31, 2026, representing a 62.7% year-over-year decrease from US$78.5 million in the same period of fiscal year 2025. The decrease was generally in line with the lower revenue scale during the period.
Gross Profit
Gross profit was US$0.2 million for the six months ended March 31, 2026, compared with US$1.4 million in the same period of fiscal year 2025. Gross margin decreased to 0.8% from 1.7% in the prior-year period, primarily due to intensified market competition that compressed product margins.
Operating Expenses
Operating expenses were US$24.9 million for the six months ended March 31, 2026, representing a 162.2% year-over-year increase from US$9.5 million in the same period of fiscal year 2025, mainly due to higher general and administrative expenses during the reporting period.
| ● | General and administrative expenses increased 234.6% year-over-year to US$24.4 million, compared with US$7.3 million in the prior-year period. The increase was primarily driven by share-based compensation expense of US$18.8 million (compared with US$3.5 million in the prior-year period) , as well as professional service fees incurred for strategic development and capital operations, corporate governance upgrades, and related advisory engagements. |
| ● | Selling and marketing expenses were US$0.3 million for the reporting period, representing a 79.8% year-over-year decrease from US$1.6 million in the same period of fiscal year 2025. The expenses were mainly used for market channel expansion, brand promotion and customer development of core automotive service businesses, to consolidate market position and expand business coverage. |
| ● | Research and development expenses were US$0.2 million, a decrease of 72.5% from US$0.62 million in the same period of 2025. The Company maintained continuous investment in digital supply chain platform iteration, SaaS system optimization and automotive industry innovative technology research and development, and continued to recruit and retain high-end R&D talents to support digital and intelligent strategic upgrading. |
Other expenses or income, net
Other expenses, net, were US$1.6 million for the six months ended March 31, 2026, compared with other income, net, of US$2.8 million for the same period in fiscal year 2025. The change was primarily attributable to the absence of litigation-related income of US$4.4 million recognized in the prior-year period, partially offset by investment income of US$0.8 million recognized in the current period. Interest expense, net, decreased 56.5% to US$0.8 million due to lower average borrowing balances during the period.
Net loss
As a result of the foregoing, the Company recorded a net loss of US$26.3 million for the six months ended March 31, 2026, representing a 397.5% year-over-year increase from a net loss of US$5.3 million in the same period of fiscal year 2025. Basic and diluted net loss per share was US$(5.86) for the six months ended March 31, 2026, compared with US$(24.70) for the same period of fiscal year 2025. The decrease in net loss per share was primarily due to the significant increase in weighted average shares outstanding from 212,120 to 4,489,164 shares, resulting from the Company’s equity financing activities and share-based compensation during the period.
B. Liquidity and capital resources
As discussed in Note 2 to the accompanying unaudited condensed consolidated financial statements, the Company has incurred recurring net losses and had an accumulated deficit of US$172.3 million as of March 31, 2026. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address this uncertainty include seeking extensions of existing liabilities, improving operational efficiency and cost controls, and raising additional debt and equity financing. However, there can be no assurance that such plans will be successful.
Cash Flow Analysis
The following summarizes the key components of our cash flows for the six months ended March 31, 2025 and 2026.
| For the six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| US$’000 | US$’000 | |||||||
| Net cash used in operating activities | (4,506 | ) | (39,994 | ) | ||||
| Net cash provided by/(used in) investing activities | (41 | ) | - | |||||
| Net cash provided by financing activities | 2,457 | 40,124 | ||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (34 | ) | 31 | |||||
| Net change in cash, cash equivalents and restricted cash | (2,124 | ) | 161 | |||||
| Cash, cash equivalents and restricted cash at beginning of the year | 2,473 | 268 | ||||||
| Cash, cash equivalents and restricted cash at end of the year | 349 | 429 | ||||||
Operating activities
Net cash used in operating activities was approximately US$4.5 million and US$40.0 million for the six months ended March 31, 2025 and 2026, respectively. The significant increase in operating cash outflow was primarily due to an increase in prepaid expenses of approximately US$32.7 million, primarily related to prepayments for professional services for strategic transactions, capital operations and corporate governance initiatives, and the increase in net loss for the period, partially offset by non-cash share-based compensation expenses of US$18.8 million recognized during the period.
Investing activities
Net cash used in investing activities was approximately US$41 thousand and nil for the six months ended March 31, 2025 and 2026. The cash used in investing activities for the six months ended March 31, 2025 was primarily attributable to loans made to related parties.
Financing activities
Net cash provided by financing activities for the six months ended March 31, 2026 was US$40.1 million, primarily attributable to proceeds from equity financing of US$32.0 million, net proceeds from borrowings from related parties of US$8.4 million, partially offset by the net repayments of bank borrowings of US$0.3 million.
Net cash provided by financing activities was US$2.5 million for the six months ended March 31, 2025, primarily attributable to US$2.4 million in net proceeds from convertible notes and US$0.7 million in net proceeds from bank borrowings, partially offset by US$0.6 million in net repayments to related parties.
Capital Expenditures
We did not have any significant capital expenditures for the six months ended March 31, 2025 and 2026, as we do not heavily rely on property and equipment to operate.
Prepaid expenses increased significantly from US$1.4 million as of September 30, 2025 to US$34.1 million as of March 31, 2026, primarily reflecting prepayments for professional services related to strategic capital operations, corporate governance upgrades, and consulting engagements. The Company expects these prepaid amounts to be recognized as expenses over the next 12 months as services are rendered.
Contractual Obligations
The following table sets forth our contractual obligations as of March 31, 2026:
| Payment Due by Period | ||||||||||||
| Total | Less than 1 year | More than 1 year | ||||||||||
| (Amounts expressed in US$ 000) | ||||||||||||
| Borrowings | $ | 9,093 | 9,093 | - | ||||||||
| Lease obligations | 64 | 51 | 13 | |||||||||
| Total | $ | 9,157 | 9,144 | 13 | ||||||||
Operating lease agreements consist of leases in relation to certain offices and buildings.
Other than those shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of March 31, 2026.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us, or engages in leasing, hedging or product development services with us.
Holding Company Structure
The Company is our holding company and has no material operations of its own. We conduct our operations through our operating subsidiaries in China. As a result, the Company’s ability to pay dividends depends largely upon dividends paid by our subsidiaries including our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries in China are required to set aside at least 10% of its 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, our subsidiaries in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus fund at their 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 SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
None of our PRC subsidiaries has issued any dividends or distributions to respective holding companies or any investors as of the date of this report. Our PRC subsidiaries generate and retain cash generated from operating activities and re-invest it in our business. Historically, Autozi Internet Technology Co., Ltd. had also received equity financing from its shareholders to fund business operations of our PRC subsidiaries. As of the date of this report, we did not have any cash transfers, dividends, or distributions between us, and our subsidiaries, or to investors. In the future, cash proceeds raised from overseas financing activities may be, and are intended to be, transferred by us through our wholly owned Hong Kong subsidiary to our PRC subsidiaries via capital contribution and shareholder loans, as the case may be. To transfer cash from our Hong Kong subsidiary to our PRC subsidiaries, our Hong Kong subsidiary may make capital injection to directly increase its registered capital in the PRC subsidiaries in which it holds equity interests, which requires a registration with the local administration for market regulation, a report with the local commerce department (which can be submitted along with the registration with administration for market regulation), and registration with a local bank authorized by the SAFE. Our Hong Kong subsidiary may also provide a shareholder loan to our PRC subsidiaries, which requires a foreign loan registration with the SAFE or its local bureau. Aside from the aforesaid reports, filings or registrations to the relevant authorities, there is no other restriction or limitations on such cash transfer from our Hong Kong subsidiary to our PRC subsidiaries. Subsidiaries in China that receives such cash proceeds then will transfer funds to its subsidiaries to meet the capital needs of our business operations.
The structure of cash flows within our organization, and the applicable regulations, are as follows. After foreign investors’ funds enter Autozi Internet Technology (Global) Ltd., our holding company, subject to the cash demand of our PRC and Hong Kong subsidiary, the funds can be transferred to our wholly owned Hong Kong subsidiary, which will further distribute the funds to our PRC subsidiaries. If we intend to distribute dividends, PRC subsidiaries will transfer the dividends to our Hong Kong subsidiary in accordance with the laws and regulations of the PRC, and then our Hong Kong subsidiary will transfer the dividends all the way up to Autozi Internet Technology (Global) Ltd., and the dividends will be distributed from Autozi Internet Technology (Global) Ltd. to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. The cross- border transfer of funds within our corporate group under our direct holding structure must be legal and compliant with relevant laws and regulations of China. As an offshore holding company, we are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions and to our affiliated entities only through loans, subject to applicable government reporting, registration and approvals. We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We have, from time to time, transferred cash between our PRC subsidiaries to fund their operations, and we do not anticipate any difficulties or limitations on our ability to transfer cash between such subsidiaries. As of the date of this annual report, no cash generated from our PRC subsidiaries has been used to fund operations of any of our non-PRC subsidiaries. We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various PRC laws and regulations imposed on foreign exchange. To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict our ability to pay dividends, distributions or make other payments from us, including our subsidiaries, to the Company and U.S. investors. However, as long as we are compliant with the procedures for approvals and filings from foreign exchange authorities and banks in China, the relevant laws and regulations in China do not impose limitations on the amount of funds that we can transfer out of China. We and our subsidiaries maintain cash management policies that dictate the purpose, amount, appropriate internal control procedures on the handling, depositing, receiving, transferring, safeguarding, and documentation and recording of cash transfers. Such policies are internal written policies established and adopted by our financial department, following the instructions of our management. Subject to the amounts of cash transfer and the nature of the use of funds, requisite internal approval shall be obtained prior to each cash transfer. Specifically, all transactions require the approval of the financial manager. When the transaction amount is relatively large, the Chief Financial Officer and Chief Executive Officer are required to conduct regular review and approval. See “Item 4.A. Regulations—Regulations relating to Foreign Exchange” of our annual report on Form 20-F for the fiscal year ended September 30, 2025, as filed with the SEC on February 12, 2026 for details of such procedures.
C. Research and development, Patents and License, etc.
See “Item 4.A. Information on the Company-B. Business Overview-Research and Development” and “Item 4.A. Information on the Company-B. Business Overview-Intellectual Property.” of our annual report on Form 20-F for the fiscal year ended September 30, 2025, as filed with the SEC on February 12, 2026.
D. Trend information
Other than as described elsewhere in this Report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information to not necessarily be indicative of future operating results or financial condition.
E. Critical Accounting Policies, Judgments and Estimates
Critical Accounting Estimates
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about maters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period-to-period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
Management has discussed the critical accounting estimates with the Audit Committee of our Board of Directors, of which the items within our financial statements that require estimation but are not deemed critical as defined above.
Critical Accounting Policies
Our significant accounting policies are set forth in Note 3 to our unaudited condensed consolidated financial statements. Among its significant accounting policies, the Company has identified revenue recognition and income taxes as critical accounting policies.