Autozi Internet Technology (Global) Ltd 6-K/A, filed Dec 8, 2025
Autozi Internet Technology (Global) Ltd. (AZI)
About this 6-K/A
Autozi Internet Technology (Global) Ltd filed this 6-K/A on December 8, 2025.
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 December
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 ☐ |
Unaudited Interim Financial Statements and Notes
| 2 |
Exhibits
| 3 |
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.
| Autozi Internet Technology (Global) Ltd. | ||
| Date: December 8, 2025 | By: | /s/ Houqi Zhang |
| Name: | Houqi Zhang | |
| Title: | CEO and Chairman of the Board | |
| 4 |
Exhibit 99.1
Autozi Internet Technology (Global) Ltd. Reports First Half Fiscal Year 2025 Financial Results
First Half of Fiscal Year 2025 Financial Highlights
| ● | Total revenues increased 65.9% year-over-year to US$79.9 million, compared with US$48.1 million in the same period of fiscal year 2024, driven by strong growth in auto parts and accessories sales. |
| ● | Gross profit improved to US$1.4 million, compared with US$0.1 million in the same period of fiscal year 2024, with gross margin rising to 1.7% from 0.2%. |
| ● | Operating loss widened to US$8.1 million, compared with US$2.1 million in the same period of fiscal year 2024. The increased operating expenses in the first half of fiscal year 2025 included certain one-off and non-cash expenses, such as expenses related to financing activities and share-based compensations. |
| ● | Net loss was US$5.3 million, an increase of 11.6% from a net loss of US$4.7 million in the same period of fiscal year 2024. |
Chairman’s Letter to Shareholders
Dear Shareholders,
The first half of fiscal year 2025 was a pivotal period for Autozi as we continued to reshape our business and strengthen the foundation for sustainable, long-term growth. Our strategy has been clear: concentrate resources on the auto parts and accessories business, a business where we see scale, resilience, and long-term value creation, while deliberately scaling down lower-margin business including new car sales and insurance.
This disciplined focus has already delivered tangible results. Our revenues increased by nearly 66% year-over-year, driven almost entirely by the rapid expansion of our core auto parts and accessories business, which grew to represent 98.7% of total revenues in the first half of fiscal year 2025 compared with 48.5% in the prior-year period. This dramatic shift in business mix underscores the effectiveness of our strategic repositioning and highlights the growing importance of our auto parts and accessories platform.
We also made meaningful progress in improving our profitability. Gross profit increased significantly from the prior year, and gross margin expanded as the revenue contribution from the higher-margin auto parts and accessories business increased. While operating expenses were higher, a substantial portion of the increase stemmed from one-time financing costs and non-cash share-based compensation. Excluding these items, our underlying loss narrowed considerably, reflecting stronger operational discipline and a higher-quality margin profile.
These results have given us the confidence to move forward decisively with our long-term strategic vision, which rests on two major directions. The first is electrification. As electric vehicle sales in China have already surpassed those of fuel-powered cars, we see enormous potential in aligning Autozi with this structural shift by developing capabilities in EV core components. The second is servicization. We are building a next-generation automotive supply chain service platform anchored by three pillars:
| ● | Capitalization: leveraging our status as a public company to partner with and support high-quality enterprises across the automotive value chain; |
| ● | Digitalization: applying technology to enhance supply chain efficiency, visibility, and scalability for our partners and customers; |
| ● | Globalization: expanding beyond China to help leading Chinese brands compete on the global stage, while broadening Autozi’s revenue base and exposure to international markets. |
Together, these two strategic directions provide a powerful roadmap for Autozi’s evolution. They will enable us to move into higher-margin, innovation-driven businesses while developing recurring service revenues, creating a more resilient and scalable business model that we believe will drive lasting shareholder value.
We recognize that the road ahead will include challenges. Like many growth companies, we continue to face near-term pressures on profitability and liquidity. However, we are addressing these challenges with urgency and discipline. By focusing on our core strengths, improving efficiency, and executing on well-defined strategic initiatives, I am confident that Autozi is well-positioned to navigate short-term volatility while advancing toward long-term value creation.
| 1 |
On behalf of the Board of Directors and the management team, I extend my deepest gratitude to our shareholders, employees, and partners for their trust and support. Your vote of confidence motivates us to push forward with clarity and conviction. Together, we are building a stronger Autozi, one that will play a leading role in the innovation, globalization, and electrification of the automotive industry.
Dr. Houqi Zhang
Founder, Chairman, and Chief Executive Officer of Autozi
First Half of Fiscal Year 2025 Financial Results
Revenues
Revenues were US$79.9 million for the six months ended March 31, 2025, an increase of 65.9% or US$31.7 million compared with US$48.1 million in the same period of fiscal year 2024. The increase was primarily driven by a US$55.6 million increase in revenues from auto parts and accessories sales, which accounted for 98.7% of the Company’s total revenues in the first half of fiscal year 2025 compared to 48.5% in the same period of fiscal year 2024, reflecting the Company’s focus on this revenue stream. Higher procurement levels, particularly in lubricating oils, provided cost advantages and supported market expansion. This growth was partially offset by a combined US$23.9 million decline in revenues from new car sales and automotive insurance-related services, as the Company scaled down and temporarily suspended these lower-margin businesses in response to intensified market competition.
Cost of Revenues
Cost of revenues was US$78.5 million for the six months ended March 31, 2025, an increase of 63.5% or US$30.5 million from US$48.0 million in the same period of fiscal year 2024. The increase was mainly attributable to a US$54.3 million rise in costs related to auto parts and accessories sales as the Company further expanded this business, partially offset by a US$23.8 million reduction in costs associated with new car sales and automotive insurance-related services.
Gross Profit
Gross profit was US$1.4 million for the six months ended March 31, 2025, compared with US$0.1 million in the same period of fiscal year 2024. Gross margin improved to 1.7% from 0.2% a year ago. The year-over-year increase of US$1.2 million in gross profit was mainly attributable to a US$1.3 million improvement in auto parts and accessories margins, supported by larger procurement volumes and stronger bargaining power with upstream suppliers.
Operating Expenses
Operating expenses were US$9.5 million for the six months ended March 31, 2025, compared with US$2.2 million in the same period of fiscal year 2024, representing an increase of 336.9% or US$7.3 million. The increase was primarily due to a significantly higher revenue contribution from the auto parts and accessories business, which incurred higher selling and marketing expenses. In addition, the increase in operating expenses during the first half of fiscal 2025 also included certain one-off financing-related expenses and non-cash share-based compensation expenses.
| ● | General and administrative expenses increased by 422.4% to US$7.3 million, compared with US$1.4 million in the same period of fiscal year 2024. The increase was driven by (i) a US$3.2 million increase in consulting and professional service fees, of which approximately US$2.7 million related to financing activities in February 2025 and other financing activities; and (ii) a US$1.9 million increase in share-based compensation for management and administrative personnel. |
| ● | Selling and marketing expenses rose by 332.7% to US$1.6 million, compared with US$0.4 million in the same period of fiscal year 2024. The increase was mainly attributable to US$0.7 million in share-based compensation for sales personnel and US$0.5 million in promotional and entertainment expenses as the Company expanded business development activities for its auto parts and accessories business. |
| ● | Research and development expenses were US$0.6 million, up 51.0% from US$0.4 million in the same period of fiscal year 2024. The increase was primarily due to an additional US$0.3 million in share-based compensation for to recruit and maintain top research and development talents. |
| 2 |
Other expenses or income, net
Other income, net was US$2.8 million for the six months ended March 31, 2025, compared with other expenses, net of US$2.7 million in the same period of fiscal year 2024. The year-over-year variance was primarily driven by a gain of US$4.4 million recognized following the favorable final judgment in litigation with Hunan Tianhuan Economic Development Co., Ltd., which released the Company from obligations to pay certain penalties and legal fees related to the repurchase of mezzanine equity. This gain was partially offset by a US$0.6 million increase in interest expenses associated with new financing obtained in February 2025.
Net loss
As a result of the foregoing, the Company recorded a net loss of US$5.3 million for the six months ended March 31, 2025, compared with a net loss of US$4.7 million in the same period of fiscal year 2024.
Going Concern
For the six months ended March 31, 2024 and 2025, the Company incurred net loss of US$4.7 million and US$5.3 million, respectively. As of March 31, 2025, the Company had an accumulated deficit of US$134.8 million and negative working capital of US$19.0 million. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date that the unaudited interim condensed consolidated financial statements are issued.
The Company has funded the 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 this interim financial information, the Company is undertaking a combination of the remediation plans:
(a) The Company 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 Company is focusing on the improvement of operation efficiency, implementation of strict cost control and budget and enhancement internal controls to create synergy of the Company’s resources.
(c) The Company plans to raise additional capital, including among others, obtaining debt and equity financing, to support our operating.
The management plan cannot alleviate the substantial doubt of the Company’s ability to continue as a going concern. There can be no assurance that the Company will be successful in achieving strategic plans, that the 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 Company is unable to raise sufficient financing or events or circumstances occur such that the Company does not meet the strategic plans, or that it is unsuccessful in increasing profit and reducing operating losses, it would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve intended business objectives.
The unaudited interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the unaudited interim condensed consolidated financial statements have been prepared on a basis that assumes the Company 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.
About Autozi Internet Technology (Global) Ltd.
Autozi Internet Technology (Global) Ltd. is a leading, fast-growing provider of lifecycle automotive services in China. Founded in 2010, Autozi offers a comprehensive range of high-quality, affordable, and professional automotive products and services through both online and offline channels across the country. Leveraging its advanced online supply chain cloud platform and SaaS solutions, Autozi has built a dynamic ecosystem that connects key participants across the automotive industry. This interconnected network enables more efficient collaboration and streamlined processes throughout the entire supply chain, positioning Autozi as a key driver of innovation and growth in the automotive services sector.
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements speak only as of the date of this announcement, and the Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, as actual results may be impacted by a variety of factors, including without limitation, changes in macroeconomic conditions, industry dynamics, competitive landscape, regulatory requirements, the Company’s ability to successfully implement its growth strategies and effectively manage costs and operations, and unforeseen business challenges. The Company encourages investors to review other factors that may affect its future results in the Company’s registration statement, periodic reports, including its Annual Report on Form 20-F and Current Report on Form 6-K, and in its other filings with the SEC.
Contact Information
Autozi Internet Technology (Global) Ltd.
Ms. Jiabing Song
Email: boardoffice@autozi.com
| 3 |
Exhibit 99.2
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, | |||||||
| 2024 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| 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 | ||||||||
| Accounts payable | ||||||||
| Deferred revenues | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Payable to redeemable non-controlling interests | ||||||||
| 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 18) | ||||||||
| Shareholders’ deficit | ||||||||
| Class A ordinary shares (US$ par value; and shares authorized as of September 30, 2024 and March 31, 2025, respectively; shares and shares issued as of September 30, 2024 and March 31, 2025, respectively; shares and shares outstanding as of September 30, 2024 and March 31, 2025, respectively) | ||||||||
| Class B ordinary shares (US$ par value; and shares authorized as of September 30, 2024 and March 31, 2025; and shares issued and outstanding as of September 30, 2024 and March 31, 2025, respectively) | ||||||||
| Ordinary shares, value | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total AUTOZI shareholders’ deficit | ( | ) | ( | ) | ||||
| Non-controlling interests | ( | ) | ||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ 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)
| 2024 | 2025 | |||||||
| For the six months ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (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 | ||||||||
| Total other (expenses)/income, net | ( | ) | ||||||
| Loss before income tax expenses | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less: net loss attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Less: net loss attributable to mezzanine equity | ( | ) | ||||||
| Less: accretion of mezzanine equity to redemption value | ||||||||
| 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 | ||||||||
| Net earnings per share of redeemable ordinary shares - Basic and diluted | ||||||||
| Weighted average shares of outstanding 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 INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(In U.S. dollars in thousands, except for share and per share data, or otherwise noted)
| Share | Amount | Share | Amount | Share | Amount | capital | deficit | (loss)/income | deficit | interests | deficit | |||||||||||||||||||||||||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Ordinary Shares | Additional paid-in | Accumulated | Accumulated other comprehensive | Total AUTOZI shareholders’ | Non-controlling | Total shareholders’ | ||||||||||||||||||||||||||||||||||||||||
| Share | Amount | Share | Amount | Share | Amount | capital | deficit | (loss)/income | deficit | interests | deficit | |||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Net loss attributable to mezzanine equity | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Accretion to redemption value of mezzanine equity | - | - | - | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Adoption of ASC326 | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 (Unaudited) | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of payable to redeemable non-controlling interests (Note 10) | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Transfer of ordinary shares from Class B to Class A | ( |
) | - | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 (Unaudited) | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim 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)
| 2024 | 2025 | |||||||
| For the six months ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (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 | ( | ) | ( | ) | ||||
| Payment for deferred offering cost | ( | ) | ||||||
| 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 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: | ||||||||
| Attribution of net loss to subsidiary’s mezzanine equity | $ | $ | ||||||
| Accretion of mezzanine equity to redemption value | $ | ( | ) | $ | ||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||
| 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, 2024 AND 2025 |
| (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, 2025, 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, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
2. Going concern
For
the six months ended March 31, 2025, 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 interim 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 interim 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 interim 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, 2025, and its results of operations and cash flows for the six months ended March 31, 2024 and 2025. The condensed balance sheet as of September 30, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited interim 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, 2024.
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, 2024 AND 2025 |
| (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, 2024 and 2025, 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, 2024 AND 2025 |
| (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, 2024 and March 31, 2025, 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 interim condensed consolidated statement of operations. After considering the impact of such features, the Group concludes that, as of September 30, 2024 and March 31, 2025, 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, 2024 AND 2025 |
| (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 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 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, 2024 AND 2025 |
| (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, 2024 and 2025:
Schedule of disaggregation revenues
| 2024 | 2025 | |||||||
| For the six months ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| By revenue type: | ||||||||
| Auto parts and auto accessories sales | ||||||||
| New car sales | $ | $ | ||||||
| Automotive insurance related services | ||||||||
| Total | $ | $ | ||||||
The
revenues recognized over time were and during the six months ended March 31, 2024 and 2025, 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, 2024 and March 31, 2025.
| F-11 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
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$
(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 interim condensed consolidated statements of operations and comprehensive loss amounted to US$ and US$ for the six months ended March 31, 2024 and 2025, 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, 2024 AND 2025 |
| (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 interim 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 interim 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 interim 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, 2024 AND 2025 |
| (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 interim 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 interim 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, | |||||||
| 2024 | 2025 | |||||||
| Balance sheet items, except for equity accounts | ||||||||
| For the six months ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| 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) Mezzanine equity
Where equity interests are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the Group, and upon such event, the shares would become redeemable at the option of the holders, they are classified as mezzanine equity (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash or other assets of the entity in the future. The Group accretes the redeemable equity interests to their redemption value, which is purchase price plus interest per year over the period since issuance to the redemption date or the waiver date. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.
The Group assessed whether an amendment to the terms of its mezzanine equity was an extinguishment or a modification based on a qualitative or quantitative evaluation of the amendment. If the amendment adds, removes, significantly changes to a substantive contractual term or to the nature of the overall instrument, the amendment results in an extinguishment of the mezzanine equity. When mezzanine equity is extinguished, the Group charged the excess of carrying amount of the redeemable equity over the fair value of the consideration transferred to the holders of these redeemable equity interest to accumulated deficit and recognized the fair value of these redeemable equity interest into additional paid-in capital. When mezzanine equity is modified, the increase of the fair value immediately after the amendment is treated as a deemed dividend to the mezzanine equity shareholders. Modifications that result in a decrease in the fair value of the mezzanine equity is not recognized.
| F-14 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
(x) 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, 2024 and 2025, 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.
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 interim 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.
(z) 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.
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.
| F-15 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
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, 2024 and 2025, respectively, were excluded from the computation of diluted earnings (loss) per share for the six months ended March 31, 2024 and 2025 as its effect would be anti-dilutive.
Schedule of net loss per share
Redeemable ordinary shares | Non-redeemable ordinary shares | Redeemable ordinary shares | Non-redeemable ordinary shares | |||||||||||||
| For the six months ended | For the six months ended | |||||||||||||||
| March 31, 2024 | March 31, 2025 | |||||||||||||||
Redeemable ordinary shares | Non-redeemable ordinary shares | Redeemable ordinary shares | Non-redeemable ordinary shares | |||||||||||||
| Numerator: | ||||||||||||||||
| Attribution of net loss | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Accretion of mezzanine equity to redemption value | ||||||||||||||||
| Allocation of net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
| Basic and diluted net income (loss) per ordinary shares | $ | $ | ) | $ | $ | ) | ||||||||||
(bb) Segment reporting
The Group uses the management approach in determining its operating segments. The Group’s chief operating decision maker (“CODM”) identified as the Group’s Chief Executive Officer, relies upon the unaudited interim condensed consolidated results of operations as a whole when making decisions about allocating resources and assessing the performance of the Group. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As a result of the assessment made by CODM, the Group has only one reportable segment. The Group has concluded that consolidated net income (loss) is the measure of segment profitability. The Group does not distinguish between markets or segments for the purpose of internal reporting.
As the Group’s long-lived assets are substantially located in the PRC, no geographical segments are presented.
(cc) 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.
| F-16 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
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.
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 interim 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 interim 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, | |||||||
| 2024 | 2025 | |||||||
| (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
| 2024 | 2025 | |||||||
| For the six months ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (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 | $ | $ | ||||||
| F-17 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
5. Inventories
Inventories consisted of the following:
Schedule of inventories
| As of September 30, | As of March 31, | |||||||
| 2024 | 2025 | |||||||
| (Unaudited) | ||||||||
| Auto parts and auto accessories | $ | $ | ||||||
| Total | $ | $ | ||||||
The Group recorded inventory impairment for the six months ended March 31, 2024 and 2025, respectively.
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, | |||||||
| 2024 | 2025 | |||||||
| (Unaudited) | ||||||||
| Deposit, net (1) | $ | $ | ||||||
| Prepaid expenses, net (1) | ||||||||
| Deductible input value-added tax | ||||||||
| Advance to employees, net | ||||||||
| Others, net | ||||||||
| Prepayments, receivables and other assets, net | $ | $ | ||||||
The
Group recorded credit losses of US$
| (1) |
7. Borrowings
As of September 30, 2024 and March 31, 2025, the bank borrowings were for working capital and capital expenditure purposes.
Schedule of short term borrowings
| As of September 30, | As of March 31, | |||||||
| 2024 | 2025 | |||||||
| (Unaudited) | ||||||||
| Short-term borrowings | ||||||||
| Beijing Zhongguancun Bank Co., Ltd. | $ | $ | ||||||
| Nantuo branch of Changsha Rural Commercial Bank Co., Ltd. | ||||||||
| Zhengzhou East Branch of China Construction Bank Co., Ltd | ||||||||
| Industrial and Commercial Bank of China Limited Beijing Jiulongshan Branch | ||||||||
| China CITIC Bank Co., Ltd. Beijing Branch | ||||||||
| Bank of China Limited Beijing Communication Technology Development Zone Branch | ||||||||
| Bank of Beijing Hepingli Branch | ||||||||
| Total | $ | $ | ||||||
| Short-term borrowings | $ | $ | ||||||
| F-18 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
As
of March 31, 2025, 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 also provided his personal guarantees for certain bank loans of US$
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$
The
maturity dates of loans from Beijing Zhongguancun Bank Co., Ltd. were from August 2025 to November 2025. The Company repaid and reborrowed
US$
The maturity date of the loan from China CITIC Bank Co., Ltd. was April 2025. The Company repaid fully in April 2025.
The
maturity date of loan from Industrial and Commercial Bank of China was April 2025. The Company repaid and reborrowed US$
The
maturity date of loan from Bank of China was May 2025. The Company repaid and reborrowed US$
The maturity date of loan from Bank of Beijing was December 15, 2025.
8. Convertible bonds
In
September 2019 and January 2020, the Group issued two convertible bonds of US$
| F-19 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
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, 2024 and March 31, 2025, the principal amount of convertible bonds was US$
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, | |||||||
| 2024 | 2025 | |||||||
| (Unaudited) | ||||||||
| Borrowings from third parties (1) | $ | $ | ||||||
| Interest payables (2) | ||||||||
| Payroll payables | ||||||||
| Accrued expenses (3) | ||||||||
| Litigation payable (4) | ||||||||
| Deposit payables | ||||||||
| Amounts due to third-parties (5) | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) |
| F-20 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
10. Payable to redeemable non-controlling interests
The balances for payable to redeemable non-controlling interests are presented as follows:
Schedule for payable to redeemable non-controlling interests
| As of September 30, | As of March 31, | |||||||
| 2024 | 2025 | |||||||
| (Unaudited) | ||||||||
| Payable to redeemable non-controlling interests | $ | $ | ||||||
In
June 2023, Hunan Tianhuan Economic Development Co., Ltd (the “Hunan Tianhuan”), one of the shareholders of the Group with
redemption right (see Note 12), filed a lawsuit against Autozi China and Dr. Houqi Zhang to exercise its redemption right to request
Autozi China and Dr. Houqi Zhang to repurchase its principal amount of investment and corresponding interest immediately since the Group
failed to consummate a qualified initial public offering before the appointed date in the investment agreement. Upon this lawsuit, the
redemption of Hunan Tianhuan’s investment became confirmative, no longer contingent on certain events that are out of the Group’s
control. Therefore, the Group reclassified such mezzanine equity to payable to redeemable non-controlling interests on the date of event
when the repurchase of Hunan Tianhuan’s investment became a current obligation. As of September 30, 2024, payable to redeemable
non-controlling interests included principal amount of RMB
On
June 12, 2024, the Changsha Intermediate People’s Court entered a judgment of first instance that Autozi China should not bear
the repurchase obligation and only Dr. Houqi Zhang should pay the corresponding principal amount, accrued interest and attorney fee.
On June 27, 2024, Dr. Houqi Zhang appealed to the court for a retrial of this lawsuit. On June 28, 2024, Hunan Tianhuan appealed to the
court that Autozi China should bear the repurchase obligation. Subsequently in April 2025, Autozi China received the final judgment instance,
which upheld the verdict. The Group has reclassified the principal amount and interests of a total of US$
11. 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, | |||||||
| 2024 | 2025 | |||||||
| (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
| 2024 | 2025 | |||||||
| For the six months ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (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.
Both operating lease expense and short-term lease expense were recognized in general and administrative expenses and selling expenses.
| F-21 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
Remaining lease term and discount rate:
Schedule of remaining lease term discount
| As of September 30, | As of March 31, | |||||||
| 2024 | 2025 | |||||||
| (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, 2025:
Schedule of future minimum payments for operating leases
| For the fiscal years ended September 30, | Amount | |||
| Remainder of 2025 | $ | |||
| 2026 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Cash
paid for operating leases for the six months ended March 31, 2024 and 2025 were US$
12. Mezzanine equity
From
July 2015 to May 2022, Autozi Internet Technology, the Company’s subsidiary in PRC, entered into several share purchase agreements
with third-party investors to issue ordinary shares of Autozi Internet Technology in legal form but with redemption right upon certain
triggering events and received investment consideration of RMB
Regarding
the redemption right, the redeemable ordinary shareholders of Autozi Internet Technology have the right to require Autozi Internet Technology
and Dr. Houqi Zhang, the founder and major shareholder of Autozi Internet Technology to repurchase all their shares in the event that
(i) a qualified initial public offering has not occurred before specific dates (varying from December 31, 2018 to May 9, 2023 corresponding
to different round financings); or (ii) any material breach of ordinary share purchase agreements that causes material adverse effect
on any redeemable ordinary shareholders.
The Group entered into a supplementary agreement with all Redeemable Principal Interest Shareholders (see below definition) on March 30, 2023, according to which the Redeemable Principal Interest Shareholders agrees to forfeit the redemption right on the date of completion of IPO.
As
of September 30, 2023, the Group failed to consummate a qualified initial public offering before specific dates, therefore the redeemable
ordinary share in the total principal amount of RMB
The Group classified the redeemable equity interests of Autozi Internet Technology as mezzanine equity in the consolidated balance sheets since they are redeemable upon the occurrence of an event that is not solely within the control of the Group. As of September 30, 2023, given the redeemable equity interests had been currently redeemable or had already become probable of redeemable at the option of holders due to the failure of completion of a qualified initial public offering, the Group recorded redeemable equity interests at redemption value and the accretion of redemption value are charged against additional paid-in capital as the Group is in the absence of retained earnings.
| F-22 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
Autozi
Internet Technology entered into a series of share purchase agreement with three third-party investors to issue redeemable equity interest
and received RMB
In
June 2023, Hunan Tianhuan, one of the Redeemable Non-controlling Interest Shareholders (see definition below), filed a lawsuit against
Autozi Internet Technology and Dr. Houqi Zhang to exercise its redemption right to request Autozi Internet Technology and Dr. Houqi Zhang
to repurchase its principal amount of investment and corresponding interest immediately since the Group failed to consummate a qualified
initial public offering before the appointed date in the investment agreement. Upon this lawsuit, the redemption of Hunan Tianhuan’s
investment became confirmative, no longer contingent on certain events that are out of the Group’s control. Therefore, the Group
determined that mezzanine classification was no longer appropriate and reclassified such mezzanine equity to payable to redeemable non-controlling
interests on the date of event when the repurchase of Hunan Tianhuan’s investment became a current obligation, with a total amount
RMB
As a part of the Reorganization, WOFE, the wholly-owned subsidiary of AUTOZI, obtained the majority of Autozi Internet Technology’s equity interests by increasing in the registered capital of Autozi Internet Technology. Among the redeemable equity interests of Autozi Internet Technology, certain shareholders (the “Redeemable Principal Interest Shareholders”) participated in the Reorganization and subscribed ordinary shares of AUTOZI, the remaining shareholders (the “Redeemable Non-controlling Interest Shareholders”) maintained their status quo and did not subscribe ordinary shares of AUTOZI. The equity interests held by the Redeemable Non-controlling Interest Shareholders after the Reorganization are not attributable, directly or indirectly, to the Company. Therefore, the equity interests held by the Redeemable Principal Interest Shareholders and Redeemable Non-controlling Interest Shareholders were presented as redeemable principal interests and redeemable non-controlling interest in mezzanine equity, respectively.
On
August 28, 2024, the Company completed its IPO and began trading on The Nasdaq Global Market, after which all of the holders of mezzanine
equities forfeit their redemption right and the mezzanine equities in the total amount of RMB
The Group’s mezzanine activities for the six months ended March 31, 2024 and 2025 were summarized as follows:
Schedule of mezzanine equity
| Redeemable principal interests | Redeemable non-controlling interests | |||||||
| Balance as of September 30, 2023 | $ | $ | ||||||
| Attribution of net loss | ( | ) | ||||||
| Accretion of mezzanine equity | ||||||||
| Foreign exchange impact | ||||||||
| Balance as of March 31, 2024 (Unaudited) | $ | $ | ||||||
There was remaining mezzanine as of September 30, 2024 and no mezzanine activities during the six months ended March 31, 2025.
| F-23 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
13. Ordinary shares
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 the $ less an amount per share equal to any dividends or distributions declared by the Company. As of March 31, 2025, the over-allotment option has not been exercised by the underwriter and expired.
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.
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.
Restricted shares for share-based payment
As one-off compensation for the consulting service provided by PX SPAC CAPITAL INC (“PX SPAC”) for the Company’s financing activities, the Company granted and Class A ordinary shares to PX SPAC on December 12, 2024 and February 25, 2025, respectively. Class A ordinary shares have been vested when granted, and Class A ordinary shares were unvested because PX SPAC did not completely fulfill the agreed financing target as of March 31, 2025.
Schedule of share-based compensation expenses
| 2024 | 2025 | |||||||
| For the six months ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| General and administrative expenses | $ | $ | ||||||
| Selling and marketing expenses | ||||||||
| Research and development expenses | ||||||||
| Total share-based compensation expenses | $ | $ | ||||||
As of March 31, 2025, the unrecognized compensation cost was US$.
The following table summarized the Group’s restricted share unit activities during the six months ended March 31, 2025.
Schedule of restricted share unit activities
| Number of RSUs | Weighted Average Grant Date Fair Value | |||||||
| Unvested as of October 1, 2024 | $ | $ | ||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Unvested as of March 31, 2025 (Unaudited) | $ | $ | ||||||
| F-24 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
15. 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 interim 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, 2024 and March 31, 2025, net assets restricted in the aggregate
included in the Group’s unaudited interim condensed consolidated net assets were approximately US$
16. 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
| F-25 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
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
| 2024 | 2025 | |||||||
| For the six months ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current income tax expense | $ | $ | ||||||
| Deferred income tax benefit | ||||||||
| Total | $ | $ | ||||||
As
of September 30, 2024 and March 31, 2025, the Company did
17. 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, 2024 and 2025:
| 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-26 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (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, 2024 and 2025:
Schedule of related party transactions
| 2024 | 2025 | |||||||
| For the six months ended March 31, | ||||||||
| 2024 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Collection of loan to related parties | ||||||||
| Beijing Qichuang | $ | $ | ||||||
| Total | ||||||||
| Collection of loan to related parties | ||||||||
| 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 | ||||||||
| Zhongchi Chi Fu Management | ||||||||
| 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 | $ | $ | ||||||
| Accrued loan interest | ||||||||
| Dr. Houqi Zhang | ||||||||
| Accrued loan interest | ||||||||
| Interest payment | ||||||||
| Dr. Houqi Zhang | ||||||||
| Interest payment | ||||||||
| Qifu Future transferred the loan principal and interest to Dr. Houqi Zhang | ||||||||
| Dr. Houqi Zhang | ||||||||
| Future transferred the loan principal and interest | ||||||||
| Advance to Dr. Houqi Zhang and offset between loan from Dr. Houqi Zhang (2) | ||||||||
| Advance | ||||||||
| (1) |
| (2) |
| F-27 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
Amounts due from related parties
Amounts due from related parties consisted of the following for the periods indicated:
| 2024 | 2025 | |||||||||
| As of September 30, | As of March 31, | |||||||||
| 2024 | 2025 | |||||||||
| Related parties | Nature | (Unaudited) | ||||||||
| Changsha Tongjie (3) | $ | $ | ||||||||
| Mr. Yufeng Bai (3) | ||||||||||
| Beijing Qichuang (3) | ||||||||||
| Henan Zhongqi (3) | ||||||||||
| Others | ||||||||||
| Total | $ | $ | ||||||||
| Amounts due from related parties gross | $ | $ | ||||||||
| Less: allowance of credit loss | ( | ) | ( | ) | ||||||
| Amounts due from related parties, net | $ | $ | ||||||||
| (3) | The Group has recorded full allowance on loan to Mr. Yufeng Bai and Henan Zhongqi as of September 30, 2024 and March 31, 2025 as the collectability is remote. The Group has recorded nil and full allowance on loan to Beijing Qichuang as of September 30, 2024 and March 31, 2025, respectively. |
| (4) | The
total credit losses for the related party receivables were and US$ |
Amounts due to related parties
Amount due to related parties consisted of the following for the periods indicated:
| 2025 | 2025 | |||||||||
| As of September 30, | As of March 31, | |||||||||
| 2025 | 2025 | |||||||||
| Related parties | Nature | (Unaudited) | ||||||||
| Dr. Houqi Zhang | $ | $ | ||||||||
| Ms. Jun Wang | ||||||||||
| Mr. Hui Zhang | ||||||||||
| Henan Zhongqi | ||||||||||
| Mr. Jun Lian | ||||||||||
| Total | $ | $ | ||||||||
| Amount due to related parties | $ | $ | ||||||||
| F-28 |
| AUTOZI INTERNET TECHNOLOGY (GLOBAL) LTD. |
| NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2025 |
| (In U.S. dollars in thousands, except share and per share data) |
18. Commitments and contingencies
(a) Capital commitments
As of September 30, 2024 and March 31, 2025, the Group had 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.
In
November 2025, the Group received an arbitration filed by Chengdu Dianliang Shuguang Venture Capital Partnership Enterprise (Limited
Partnership) (the “Chengdu Dianliang”), one of the non-controlling shareholders of Beijing Quantum. According to that,
Autozi China and Beijing Quantum shall pay RMB
Except for the above lawsuit, there was no other significant pending or threatened claims and litigation as of March 31, 2025 and through the issuance date of these unaudited interim condensed consolidated financial statements.
19. Subsequent events
The Company has evaluated subsequent events through December 8, 2025, the date of issuance of the unaudited interim 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 24, 2025, the Board of Directors of the Company (the “Board”) approved the amendment and restatement of the previously adopted 2024 Equity Incentive Plan to increase the maximum aggregate number of Class A ordinary shares of the Company that may be issued pursuant to all awards to million from million in the previous 2024 Equity Incentive Plan. On June 25, 2025, the Board further approved another amendment to increase the above maximum aggregate number to million. From May 2025 to October 2025, the Company has further granted a total of RSUs to its managements, employees and external consultants.
On
September 19, 2025, the Company entered into a Waiver and Release Agreement (the “Waiver Agreement”) with the JAK Opportunities
XII LLC (the “Investor”). Pursuant to the terms of the Waiver Agreement and subject to the conditions set forth therein,
the Amended and Restated Registration Rights Agreement signed on February 19, 2025 (Note 9) has been terminated in its entirety, and
all six outstanding incremental warrants, which entitled the Investor to purchase up to $
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 two hundred (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 to effect a share consolidation.
On
November 14, 2025, the Company’s subsidiary, Autozi Supply Chain Management (Beijing) Co., Ltd. (“Autozi Supply
Chain”) has borrowed RMB
In November, 2025, the board of directors of the Group appointed Mr. Shirong Tong as a new director and the joint Chief Executive Officer of the Group.
| F-29 |