EZGO Technologies Ltd 6-K, filed Aug 14, 2026
EZGO Technologies Ltd. (EZGO)
About this 6-K
EZGO Technologies Ltd filed this 6-K on August 14, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month ended August
Commission File Number:
(Translation of registrant’s name into English)
Building #A, Floor 2, Changzhou Institute of Dalian University of Technology,
Science and Education Town,
Wujin District, Changzhou City
Jiangsu, China 213164
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
EZGO Technologies Ltd. (the “Company”) is filing its unaudited financial results for the six months ended March 31, 2026 and to discuss its recent corporate developments. Attached as exhibits to this Report on Form 6-K are:
| ● | the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended March 31, 2026 and 2025 as Exhibit 99.1; |
| ● | the unaudited interim condensed consolidated financial statements and related notes as Exhibit 99.2; and |
| ● | interactive data file disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T. |
This report shall be deemed to be incorporated by reference into the Company’s registration statements on Form S-8 (File No. 333-285024) and Form F-3 (File No. 333-291823) and shall be considered a part of each such registration statement from the date of filing, to the extent not superseded by documents or reports subsequently filed or furnished.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report on Form 6-K and the exhibits hereto contain “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent the Company’s beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements.
These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in the Company’s forward-looking statements, including with respect to correct measurement and identification of factors affecting the Company’s business or the extent of their likely impact, and the accuracy and completeness of the publicly available information with respect to the factors upon which the Company’s business strategy is based or the success of the Company’s business.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, the Company’s performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed more fully under the caption “Risk Factors” as well as other risks and factors identified from time to time in the Company’s SEC filings.
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Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended March 31, 2026 and 2025. | |
| 99.2 | Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended March 31, 2026 and 2025. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| 2 |
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.
| EZGO Technologies Ltd. | ||
| By: | /s/ Jianhui Ye | |
| Name: | Jianhui Ye | |
| Title: | Chief Executive Officer | |
Date: August 14, 2026
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Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements, the notes to those financial statements and other financial data that appear elsewhere in this report. In addition to historical information, the following discussion contains forward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements due to a number of factors. Our unaudited interim condensed consolidated financial statements are prepared in conformity with U.S. GAAP.
Overview
Our vision is to build a leading short-distance transportation solution provider and intelligent manufacturer in China. Leveraging our IoT management platform, we have established a business model centered on the sale of battery packs, electronic control systems and intelligent robots. To explore and expand potential customers, we started to provide comprehensive machine maintenance services during 2023.
For the six months ended March 31, 2025 and 2026, our revenues from continuing operations were $6,565,367, and $6,363,076, respectively. We had a net loss from continuing operations of $1,028,074 and $3,740,252 for the six months ended March 31, 2025 and 2026, respectively. We currently generate most of our revenues from the sale of battery cells, packs and solar cells, electronic control systems and maintenance services.
Key Factors that Affect Operating Results
We believe the following key factors may affect our financial condition and results of operations:
| ● | our ability to increase our battery sales volume; |
| ● | our ability to enhance our electronic control system sales volume; |
| ● | our ability to enhance our operational efficiency; and |
| ● | our ability to expand into international markets. |
Results of Operations
The following table sets forth a summary of our unaudited condensed consolidated statements of operations for the six months ended March 31, 2025 and 2026, respectively. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. The results of operations in any period are not necessarily indicative of our future trends.
| Six Months Ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net revenues | $ | 6,565,367 | $ | 6,363,076 | ||||
| Cost of revenues -Third parties | (5,785,506 | ) | (5,981,320 | ) | ||||
| Cost of revenues -Related parties | (108,393 | ) | - | |||||
| Gross profit | 671,468 | 381,756 | ||||||
| Operating expenses: | ||||||||
| Selling and marketing | (117,772 | ) | (97,096 | ) | ||||
| General and administrative | (1,200,042 | ) | (3,266,566 | ) | ||||
| Research and development | (389,572 | ) | (114,186 | ) | ||||
| Total operating expenses | (1,707,386 | ) | (3,477,848 | ) | ||||
| Loss from operations | (1,035,918 | ) | (3,096,092 | ) | ||||
| Total other income (expenses), net | 122,977 | (572,964 | ) | |||||
| Loss from continuing operations before income taxes and share of loss of equity method investments | (912,941 | ) | (3,669,056 | ) | ||||
| Income tax expense | (21,334 | ) | (38,193 | ) | ||||
| Share of loss of equity method investments | (93,799 | ) | (33,003 | ) | ||||
| Net loss from continuing operations | (1,028,074 | ) | (3,740,252 | ) | ||||
| Loss from operations of discontinued operations before income taxes and share of loss of equity method investments | (165,626 | ) | - | |||||
| Income tax expenses | - | - | ||||||
| Share of loss of equity method investments | (63,152 | ) | - | |||||
| Net loss from discontinued operations | (228,778 | ) | - | |||||
| Net loss | $ | (1,256,852 | ) | $ | (3,740,252 | ) | ||
| Net loss from continuing operations | $ | (1,028,074 | ) | $ | (3,740,252 | ) | ||
| Less: Net loss attributable to non-controlling interests from continuing operations | (68,549 | ) | (131,225 | ) | ||||
| Net loss attributable to our shareholders from continuing operations | (959,525 | ) | (3,609,027 | ) | ||||
| Net loss from discontinued operations | (228,778 | ) | - | |||||
| Less: Net loss attributable to non-controlling interests from discontinued operations | (52,296 | ) | - | |||||
| Net loss attributable to our shareholders from discontinued operation | (176,482 | ) | - | |||||
| Net loss attributable to non-controlling interests | (120,845) | (131,225 | ) | |||||
Net loss attributable to our shareholders | $ | (1,136,007 | ) | $ | (3,609,027 | ) | ||
Net Revenues from continuing operations
Net revenues from continuing operations for the six months ended March 31, 2026 were approximately $6.36 million, a 3.1% decrease from approximately $6.57 million for the six months ended March 31, 2025. The decrease in revenues was mainly driven by the drop in sales of battery cells, packs and solar cells, partially offset by higher sales of electronic control systems and increased maintenance service revenue.
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The following table identifies revenue from continuing operations, as well as reportable segments for the six months ended March 31, 2025 and 2026:
| For the six months ended March 31, | Change | |||||||||||||||||||||||||
| Segment | 2025 | % | 2026 | % | Amount | % | ||||||||||||||||||||
| Sales of battery cells, packs and solar cells | Battery cells, packs and solar cells segment | $ | 5,518,183 | 84.0 | $ | 5,258,770 | 82.6 | $ | (259,413 | ) | (4.7 | ) | ||||||||||||||
| Sales of electronic control system | Electronic control system sales segment | 636,356 | 9.7 | 647,498 | 10.2 | 11,142 | 1.8 | |||||||||||||||||||
| Others | Others | 410,828 | 6.3 | 456,808 | 7.2 | 45,980 | 11.2 | |||||||||||||||||||
| Total net revenue from continuing operations | $ | 6,565,367 | 100.0 | $ | 6,363,076 | 100.0 | $ | (202,291 | ) | (3.1 | ) | |||||||||||||||
The revenue from sales of battery cells, packs and solar cells for six months ended March 31, 2026 was $5,258,770, compared to $5,518,183 for six months ended March 31, 2025, representing a slight decrease of 4.7%. Overall, the revenue generated from the sales of battery cells, packs and solar cells remained steady for the six months ended March 31, 2026, compared with the six months ended March 31, 2025.
The revenue from sales of electronic control systems for six months ended March 31,2026 was $647,498, representing a slight increase of 1.8% compared with the six months ended March 31, 2025, which is relatively stable.
The revenue from others segment mainly consists of maintenance service revenue. Driven by the customer base accumulated from the electronic control system sales business over the past two years and the growing market demand for after-sales support, the revenue from others segment increased from $410,828 for six months ended March 31,2025 to $456,808 for six months ended March 31,2026, representing an increase of 11.2%.
Cost of Revenues
Cost of revenues consists primarily of purchase cost of battery packs, purchase of components of the electronic control system, depreciation, maintenance, and other overhead expenses.
Our cost of revenues increased by $87,421, or 1.5%, to $5,981,320 for six months ended March 31, 2026 from $5,893,899 for six months ended March 31, 2025. The increase was mainly driven by higher cost of sales of battery cells, packs and solar cells.
Gross Profit
Gross profit for the six months ended March 31, 2025 and 2026 was $671,468 and $381,756, or 10.2% and 6.0% of net revenues, respectively.
Gross profit margin for six months ended March 31, 2026 decreased to 6.0%, from 10.2% for the six months ended March 31, 2025, primarily due to decline in gross margin of battery cells, packs and solar cells business, and electronic control system sales. The gross profit margin of battery cells, packs and solar cells dropped to 1.9% for the six months ended March 31, 2026 from 4.5% for the six months ended March 31, 2025, which was mainly due to lower margin of new developed business of solar cell sales. In addition, the Group has implemented a more competitive pricing strategy in response to fierce market competition, to defend market share and drive long-term growth, which also has a negative effect on the margin of battery cells, packs and solar cells business, and electronic control system sales.
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Selling and Marketing Expenses
Our selling expenses decreased by $20,676, or approximately 17.6%, to $97,096 for the six months ended March 31, 2026 from $117,772 for the six months ended March 31, 2025, which was attributable to a reduction in sales promotion expenditures and lower payroll expense driven by the optimized sales department headcount.
General and Administrative Expenses
Our general and administrative expenses increased by $2,066,524, or approximately 172.2%, to $3,266,566 for the six months ended March 31, 2026 from $1,200,042 for the six months ended March 31, 2025. The increase was primarily driven by share-based compensation expense for management incentive, increased provision for credit losses based on our updated assessment of receivable collectability under the current expected credit loss model, and increased amortization of intangible assets due to newly acquired patents.
Research and Development Expenses
Our research and development expenses decreased by $275,386, or approximately 70.7%, to $114,186 for the six months ended March 31, 2026 from $389,572 for the six months ended March 31, 2025, which was primarily due to the completion of key research and development projects and the optimization of R&D resource input during the period.
Other Income/(Expense), Net
We recorded other income, net of $122,977 and other expense, net of $572,964 for the six months ended March 31, 2025 and 2026, respectively. The other expense, net occurred in the six months ended March 31, 2026 is primarily attributable to a non-operating expenses, net of $834,258 primarily related to liquidated damages and uncollectible security deposit for land use right, and partially offset by interest income of $387,644.
Income Tax Expense, Net
We recorded income tax expense of $21,334 and $38,193 for the six months ended March 31, 2025 and 2026, respectively. The change was related to taxable income and valuation allowance.
Loss from discontinued operations
Loss from discontinued operations was $0.2 million and nil for the six months ended 2025 and 2026, respectively. The decrease in loss from discontinued operations was due to disposal of discontinued operations on September 25, 2025.
On September 25, 2025, Changzhou EZGO, Jiangsu EZGO, and the shareholders of Jiangsu EZGO entered into a termination agreement pursuant to which the VIE Agreements were terminated. As a result, the Group ceased to be the primary beneficiary of the VIE and no longer consolidated the VIE and its subsidiaries as of that date. The termination of the VIE structure and the related discontinuation of the e-bicycle business represented a strategic shift that had a major effect on the Group’s operations and financial results and, accordingly, the historical financial results of the e-bicycle business were classified as discontinued operations in accordance with ASC 205-20.
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Segment Information
We operate in three segments for the six months ended March 31, 2025 and 2026: (i) sales of battery cells, packs and solar cells, (ii) sales of electronic control system and (iii) others, which mainly included the sales of second-hand machinery, the provision of maintenance services and photovoltaic engineering contracting. The sales of battery cells, packs and solar cells segment engaged in selling battery packs and solar cells. The electronic control system and intelligent robot segment engage in selling electronic control systems and intelligent robots. To explore and expand potential customers, we started to provide comprehensive machine maintenance services during 2023, and started to provide second-hand machinery sales during 2024. The revenue from comprehensive machine maintenance service and second-hand machinery sales for six months ended March 31, 2026 was included in others segment for segment reporting.
The following tables present a summary of each reportable segment’s revenue and income from continuing operations—excluding the e-bicycle sales segment, which is disclosed as a discontinued operation for the six months ended March 31, 2025, and 2026:
| Six months Ended March 31, 2025 | ||||||||||||||||
| Battery cells, packs and solar cells sales segment | Electronic control system sales segment | Others | Total | |||||||||||||
| Revenue from external customers | $ | 5,518,183 | $ | 636,356 | $ | 410,828 | $ | 6,565,367 | ||||||||
| Segment loss before tax and share of loss of equity method investments | (88,207 | ) | (95,106 | ) | (729,628 | ) | (912,941 | ) | ||||||||
| Segment gross profit margin | 4.5 | % | 41.7 | % | 38.9 | % | 10.2 | % | ||||||||
| Six months Ended March 31, 2026 | ||||||||||||||||
| Battery cells, packs and solar cells sales segment | Electronic control system sales segment | Others | Total | |||||||||||||
| Revenue from external customers | $ | 5,258,770 | $ | 647,498 | $ | 456,808 | $ | 6,363,076 | ||||||||
| Segment loss before tax and share of loss of equity method investments | (1,310,287 | ) | (32,194 | ) | (2,326,575 | ) | (3,669,056 | ) | ||||||||
| Segment gross profit margin | 1.9 | % | 21.8 | % | 31.3 | % | 6.0 | % | ||||||||
Liquidity and Capital Resources
Our liquidity is based on our ability to enhance our operating cash flow position, obtain capital financing from equity interest investors, public offering, and borrow funds from financial institutions to fund its general operations and capital expenditure. Our ability to continue as a going concern is dependent on management’s ability to execute its business plan successfully, which includes increasing market acceptance of our products to boost its sales volume to achieve economies of scale while applying more effective marketing strategies and cost control measures to better manage operating cash flow position and obtaining funds from outside sources of financing to generate positive financing cash flows. We would also further consider financing from bank credit or additional offering of ordinary shares to enhance capital turnover and liquidity position if necessary.
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We plan to improve our future operating cash flow to meet operational needs. We may, however, require additional cash due to business expansion or other future developments. If our future cash is insufficient to meet our requirements, we may further seek to issue debt or equity securities or obtain additional credit facilities.
As of March 31, 2026, we had cash and cash equivalents of $811,852 and positive working capital of $26,414,167. For the six months ended March 31, 2025 and 2026, the Group suffered operating loss from continuing operations of $1,028,074, and $3,740,252, and operating cash inflow from continuing operations $204,129, and operating cash outflow from continuing operations of $6,257,683, respectively.
Although the Group maintains a positive working capital position, the relatively low cash balance, coupled with recurring operating losses, raises concerns about the sufficiency of available resources to meet ongoing operational commitments. The Group has incurred consecutive operating losses and experienced significant cash outflows from operations in prior periods, which may place continued pressure on its liquidity. In response, management has formulated mitigation plans to address these challenges and support ongoing operations, including:
| (i) | On December 22, 2025, we entered into a funding support agreement with a shareholder in the amount of up to RMB25,000,000 ($3,511,729). This agreement will expire on December 31, 2026. We can rely on this funding support to ensure the sufficiency of our cash flow through the next twelve months since the issuance of the consolidated financial statements. |
| (ii) |
In November 2025, we filed a shelf registration statement on Form F-3 with the U.S. Securities and Exchange Commission, pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $200.0 million of our securities, including Ordinary Shares, debt securities, warrants, rights or units. This shelf registration provides us with flexibility to access the capital markets, if needed, to support our liquidity and working capital requirements. However, there can be no assurance as to the timing, amount or terms of any such financing.
On April 2, 2026, the Company entered into an at-the-market sales agreement under which the Company may offer and sell ordinary shares from time to time. Subsequent to March 31, 2026 and before the issuance of these unaudited interim condensed consolidated financial statements, the Company issued approximately 2.2 million ordinary shares under the agreement and received net proceeds of $21,837,965. |
| (iii) | We are continually making efforts to improve operating efficiency and reducing discretionary spending, including optimization of general and administrative headcount and reduction in general and administrative expenditures. |
Current foreign exchange and other regulations in the PRC may restrict our PRC entities in their ability to transfer their net assets to us and our subsidiary. However, we have no present plans to declare a dividend and we plan to retain our retained earnings to continue to grow our business. In addition, these restrictions had no impact on our ability to meet our cash obligations as all of our current cash obligations are due within the PRC.
To utilize the proceeds from the private placement in 2025, we may make additional capital contributions to our PRC subsidiary, establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, or make loans to the PRC subsidiaries. However, most of these uses are subject to PRC regulations. Foreign direct investment and loans must be approved by and/or registered in accordance with the Foreign Exchange Administration Regulations (1996), as amended in 2008. The total amount of loans we can make to our PRC subsidiary cannot exceed statutory limits and must be registered with the local counterpart of SAFE. The statutory limit for the total amount of foreign debts of a foreign-invested company is the difference between the amount of total investment as approved by the MOFCOM or its local counterpart and the amount of registered capital of such foreign-invested company.
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Cash Flows
The following table summarizes our cash flows for the periods indicated:
| Six Months Ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net cash (used in) provided by operating activities from continuing operations | 204,129 | (6,257,683 | ) | |||||
| Net cash provided by operating activities from discontinued operations | 750,707 | - | ||||||
| Net cash (used in) provided by operating activities | 954,836 | (6,257,683 | ) | |||||
| Net cash (used in) provided by investing activities from continuing operations | (2,519,831 | ) | 8,154,584 | |||||
| Net cash provided by investing activities from discontinued operations | 203,511 | - | ||||||
| Net cash (used in) provided by investing activities | (2,316,320 | ) | 8,154,584 | |||||
| Net cash used in provided by financing activities from continuing operations | (3,053,710 | ) | (1,662,427 | ) | ||||
| Net cash provided by financing activities from discontinued operation | 36,428 | - | ||||||
| Net cash used in provided by financing activities | (3,017,282 | ) | (1,662,427 | ) | ||||
| Effect of foreign exchange rate changes | 310,143 | 60,040 | ||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (4,068,623 | ) | 294,514 | |||||
| Cash, cash equivalents and restricted cash, at beginning of the period | 4,459,307 | 517,338 | ||||||
| Cash, cash equivalents and restricted cash, at end of the period | $ | 390,684 | $ | 811,852 | ||||
| Less: cash and cash equivalents from the discontinued operations, end of the period | 18,122 | - | ||||||
| Cash and cash equivalent from the continuing operations, end of the period | 372,562 | 811,852 | ||||||
Operating Activities
Net cash provided by operating activities from the continuing operations was $204,129 for the six months ended March 31,2025, primarily derived from (1) a net loss from continuing operations of $1,028,074, adjusted by (i) depreciation and amortization of $332,349, (ii) share of loss of equity method investments of $93,799, and (iii) imputed interest on a related party loan of $84,342; (2) a decrease in advances to suppliers of $5,394,854 due to the scheduled delivery of inventory, and partially offset by (3) an increase in inventories of $4,335,000 mainly due to higher purchase volumes amid lower battery prices at quarter-end.
Net cash provided by operating activities from the discontinued operations was $750,707 for the six months ended March 31,2025, primarily derived from (1) a net loss from discontinued operations of $228,778, adjusted by (i) share of loss of equity method investments of $63,152, and (ii) depreciation and amortization of $24,671; (2) a decrease in amount due from related parties of $1,103,468, mainly due to the collection of e-bicycle sales; (3) an increase in amount due to related parties of $892,802, mainly due to the increase in payable for e-bicycles purchase, and (4) a decrease of prepaid expenses and other current assets of $718,950 due to the collection of interest of loan from a third party, and partially offset by (5) an increase of accounts receivable of $1,821,408.
Net cash used in operating activities from the continuing operations was $6,257,683 for the six months ended March 31, 2026, primarily derived from (1) a net loss from continuing operations of $3,740,252, adjusted by (i) allowance for credit loss of $1,128,210, (ii) depreciation and amortization of $339,652, (iii) share-based compensation of $684,250, (iv) loss on forfeiture of land-use-right security deposit of $641,436; (2) an increase in advances to suppliers of $7,951,398; (3) an increase in inventory of $1,648,030; partially offset by (4) a decrease in accounts receivable of $4,526,716.
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Investing Activities
For the six months ended March 31, 2025, net cash used in investing activities from the continuing operations was $2,519,831, mainly consisted of (1) loans to related parties of $3,043,743; (2) prepayment for construction in progress of $1,299,447, partially offset by the proceed from redemption of the short-term investment purchased in December, 2023 of $1,574,882.
For the six months ended March 31, 2025, net cash provided by investing activities from the discontinued operations was $203,511, mainly consisting of the net cash inflow from disposal of Tianjin Jiahao $206,063.
For the six months ended March 31, 2026, net cash provided by investing activities from continuing operations was $8,154,584, mainly consisted of (1) refund of equipment purchase payment of $6,995,618; (2) collection of loan to a related party of $3,571,253, partially offset by (3) purchase of property and equipment of $1,212,242; (4) prepayment of equity investment of $1,200,000;(5) net cash outflow from disposal of a subsidiary of $45.
Financing Activities
For the six months ended March 31, 2025, net cash used in financing activities from continuing operations was $3,053,710, primarily consisting of the repayments of short-term borrowings of $1,438,292 and the repayments of loans from related parties of $1,382,973.
For the six months ended March 31, 2025, net cash provided by financing activities from discontinued operations was $36,428, consisting of interest-free loans from related parties of $589,617 and partially offset by the repayments of interest-free loans from related parties of $553,189.
For the six months ended March 31, 2026, net cash used in financing activities from continuing operations was $1,662,427, primarily consisting of (1) repayments to related parties of $7,122,839; (2) repayments of short-term borrowings of $1,926,892; (3) repayments of long-term borrowings of $830,705, partially offset by (4) shareholders’ contribution of $2,400,000; (5) proceeds from short-term borrowings of $2,212,358; and (6) loans from related parties of $3,605,651.
Trend Information
We are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
Off-Balance Sheets Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheets financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheets arrangements or other contractually narrow or limited purposes.
Tabular Disclosure of Contractual Obligations
Commitments and Contingencies
On February 2, 2026, the Group entered into a share purchase agreement to acquire 30% of the issued and outstanding shares of an unrelated company for total consideration of $7,200,000. As of March 31, 2026, the Group had paid $1,200,000, which was recorded as prepayment for equity investment, and the remaining unpaid consideration of $6,000,000 was recorded as a capital commitment. The remaining consideration was fully paid subsequent to March 31, 2026 and before the issuance of these unaudited interim condensed consolidated financial statements.
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Critical Accounting Estimates
Our unaudited interim condensed consolidated financial statements (“CFS”) were prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities on the date of the unaudited interim condensed CFS, and the reported amounts of revenues and expense incurred during the financial reporting period and accompanying notes.
Credit losses
In accordance with Accounting Standards Update (“ASU”) 2016-13 “Financial Instruments – Credit Losses” (Topic 326), we estimate and record an expected lifetime credit loss by using an aging schedule method in combination with current situation adjustment, which replaces the previous incurred loss impairment model. The expected credit loss impairment model requires us to recognize our estimate of expected credit losses for affected financial assets using an allowance for credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption of ASU 2016-13 did not have a material impact on our financial statements.
Our accounts receivable, notes receivable, amounts due from related parties and certain receivables which are included in prepaid expenses and other current assets line items in the balance sheets are within the scope of ASC Topic 326. We use an aging schedule method in combination with current situation adjustment, to determine the loss rate of receivable balances and evaluate the expected credit losses on an individual basis. When establishing the loss rate, we make the assessment based on various factors, including aging of receivable balances, historical experience, creditworthiness of debtor, current economic conditions, reasonable and supportable forecasts of future economic, and other factors that may affect our ability to collect from the debtors. We also apply current situation adjustment to provide specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.
Accounts receivable, net
Accounts receivable, net are stated at the original amounts less allowances for credit losses. Accounts receivable are recognized in the period when we have provided services to our customers and when our right to consideration is unconditional.
Goodwill, net
Goodwill is the excess of the purchase price over FV of the identifiable assets and liabilities acquired in a business combination.
Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of September 30 of each balance sheets date and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. We first have the option to assess qualitative factors to determine whether it is more likely than not that the FV of a reporting unit is less than it’s carrying amount.
If we decide, as a result of its qualitative assessment, that it is more likely than not that the FV of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the FV of each reporting unit with its carrying amount, including goodwill. A goodwill impairment charge will be recorded for the amount by which a reporting unit’s carrying value exceeds its FV, but not to exceed the carrying amount of goodwill. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units and determining the FV of each reporting unit. The judgment in estimating the FV of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of FV for each reporting unit.
Impairment of Long-lived Assets
In accordance with ASC Topic 360, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its carrying amount.
| 9 |
Recent accounting pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Group does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Group does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Group does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.
In March 2025, the FASB issued Accounting Standards Update 2025-02 “Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122” (“ASU 2025-02”), which amends the Accounting Standards Codification to remove the text of SEC Staff Accounting Bulletin (“SAB”) 121 “Accounting for Obligations to Safeguard Crypto- Assets an Entity Holds for its Platform Users” as it has been rescinded by the issuance of SAB 122. ASU 2025-02 is effective immediately and is not expected to have an impact on the Group’s financial statements.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which provides guidance for entities that apply the practical expedient and accounting policy election, if applicable, when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606, including those assets acquired in a business combination accounted for under Topic 805. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact of the adoption of this guidance.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (“Topic 815”) and Revenue from Contracts with Customers (“Topic 606”): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07, expands an existing scope exception under Topic 815 to exclude non-exchange-traded contracts where the underlying is based on the operations or activities specific to one of the contract parties. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
| 10 |
In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (“Topic 326”): Purchased Loans (“ASU 2025-08”). The amendments expand the population of acquired loans subject to the gross-up approach, treating non-credit-deteriorated loans (excluding credit cards) as “seasoned” if purchased at least 90 days after origination or acquired in a business combination. ASU 2025-08 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (“Topic 270”): Narrow-Scope Improvements, to improve the navigability of required interim disclosures, clarify when that guidance applies, and provide additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for interim reporting periods with annual reporting periods beginning after December 15, 2027, early adoption is permitted. ASU 2025-11 allows for adoption using the prospective or retrospective method. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. We do not discuss recent standards that are not anticipated to have an impact on or are unrelated to our unaudited interim condensed CFS.
Quantitative and Qualitative Disclosures about Market Risks
We are also exposed to liquidity risk which is a risk that we are unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and the shareholders to obtain short-term funding to meet the liquidity shortage.
Interest rate risk
Our exposure to interest rate risk primarily relates to the interest rate of bank borrowings, our deposited cash, and loans to related and third parties. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed to material risks due to changes in interest rates. An increase, however, may raise the cost of any debt we incur in the future.
Foreign currency translation
Substantially all of our operating activities and our assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.
| 11 |
Exhibit 99.2
EZGO TECHNOLOGIES LTD. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars except for number of shares)
| As of September 30, 2025 | As of March 31, 2026 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Notes receivable | ||||||||
| Inventories, net | ||||||||
| Advances to suppliers | ||||||||
| Amounts due from related parties, current | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property, plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Land use right, net | ||||||||
| Long-term investments, net | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Short-term borrowings | $ | $ | ||||||
| Long-term borrowings, current | ||||||||
| Accounts payable | ||||||||
| Advances from customers | ||||||||
| Income tax payable | ||||||||
| Amounts due to related parties, current | ||||||||
| Accrued expenses and other payables | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Long-term borrowings | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 19) | ||||||||
| EQUITY | ||||||||
| Ordinary shares (par value of $ | ||||||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated deficits | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total EZGO Technologies Ltd.’s shareholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
EZGO TECHNOLOGIES LTD. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In U.S. dollars except for number of shares)
| Six Months Ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| Net revenues | $ | $ | ||||||
| Cost of revenues -Third parties | ( | ) | ( | ) | ||||
| Cost of revenues -Related parties | ( | ) | ||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling and marketing | ( | ) | ( | ) | ||||
| General and administrative | ( | ) | ( | ) | ||||
| Research and development | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses): | ||||||||
| Interest expenses | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Non-operating income (expenses), net | ( | ) | ||||||
| Loss from disposal of a subsidiary | ( | ) | ||||||
| Total other (expenses) income, net | ( | ) | ||||||
| Loss from continuing operations before income taxes and share of loss of equity method investments | ( | ) | ( | ) | ||||
| Income tax expense | ( | ) | ( | ) | ||||
| Share of loss of equity method investments | ( | ) | ( | ) | ||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Loss from operations of discontinued operations before income taxes and share of loss of equity method investments | ( | ) | ||||||
| Income tax expenses | ||||||||
| Share of loss of equity method investments | ( | ) | ||||||
| Net loss from discontinued operations | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Less: Net loss attributable to non-controlling interests from continuing operations | ( | ) | ( | ) | ||||
| Net loss attributable to EZGO Technologies Ltd.’s shareholders from continuing operations | ( | ) | ( | ) | ||||
| Net loss from discontinued operations | ( | ) | ||||||
| Less: Net loss attributable to non-controlling interests from discontinued operations | ( | ) | ||||||
| Net loss attributable to EZGO Technologies Ltd.’s shareholders from discontinued operation | ( | ) | ||||||
| Net loss attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Net loss attributable to EZGO Technologies Ltd.’s shareholders | $ | ( | ) | $ | ( | ) | ||
| Net loss from continuing operations per ordinary share: | ||||||||
| Basic and diluted* | $ | ( | ) | $ | ( | ) | ||
| Net loss from discontinued operation per ordinary share: | ||||||||
| Basic and diluted* | $ | ( | ) | $ | ||||
| Net loss per ordinary share: | ||||||||
| Basic and diluted* | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding | ||||||||
| Basic and diluted* | ||||||||
| * |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 2 |
EZGO TECHNOLOGIES LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In U.S. dollars except for number of shares)
| Six Months Ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| Net loss from continuing operations before non-controlling interests | $ | ( | ) | $ | ( | ) | ||
| Loss from discontinued operation, net of tax | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Comprehensive loss | ( | ) | ( | ) | ||||
| Less: Comprehensive loss attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Comprehensive loss attributable to EZGO Technologies Ltd.’s shareholders | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 3 |
EZGO TECHNOLOGIES LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars except for number of shares)
| Ordinary shares* | Subscription | Additional paid-in | Statutory | Accumulated | Accumulated other comprehensive | Total EZGO’s shareholders’ | Non-controlling | Total | ||||||||||||||||||||||||||||||||
| Share | Amount | receivables | capital | reserve | deficits | loss | equity | interest | equity | |||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||||||||||
| Warrant shares exercised via cashless option | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Imputed interest on related party loan | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 (Unaudited) | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||
| Ordinary shares* | Subscription | Additional paid-in | Statutory | Accumulated | Accumulated other comprehensive | Total EZGO’s shareholders’ | Non-controlling | Total | ||||||||||||||||||||||||||||||||
| Share | Amount | receivables | capital | reserve | deficits | loss | equity | interest | equity | |||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Additional issuance of ordinary shares for fractional shares shareholders | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||||||||||
| Cancellation of par value | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Shareholders’ contribution | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Disposal of a subsidiary | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 (Unaudited) | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 4 |
EZGO TECHNOLOGIES LTD.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars)
| Six Months Ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss from continuing operation | $ | ( | ) | $ | ( | ) | ||
| Net loss discontinued operation | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Allowance for credit losses | ||||||||
| Loss on forfeiture of land-use-right security deposit | ||||||||
| Imputed interest on a related party loan | ( | ) | ( | ) | ||||
| Interest income of loan to third parties | ( | ) | ||||||
| Provision for inventories | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation | ||||||||
| Gain on short-term investments | ( | ) | ||||||
| Loss from disposal of a subsidiary | ||||||||
| Share of loss of equity method investments | ||||||||
| Deferred tax expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Notes receivable | ( | ) | ( | ) | ||||
| Advances to suppliers | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Amounts due from related parties, current | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Advances from customers | ( | ) | ( | ) | ||||
| Income tax payable | ( | ) | ||||||
| Amounts due to related parties, current | ( | ) | ||||||
| Accrued expenses and other payables | ( | ) | ||||||
| Net cash provided by (used in) operating activities from continuing operations | ( | ) | ||||||
| Net cash provided by operating activities from discontinued operations | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Prepayment for construction in progress | ( | ) | ||||||
| Proceed from redemption of a short-term investment | ||||||||
| Refund of equipment purchase payment | ||||||||
| Prepayment for equity investment | ( | ) | ||||||
| Loans to related parties | ( | ) | ||||||
| Collection of loans to related parties | ||||||||
| Net cash outflow from disposal of a subsidiary | ( | ) | ||||||
| Net cash (used in) provided by investing activities from continuing operations | ( | ) | ||||||
| Net cash provided by investing activities from discontinued operations | ||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from short-term borrowings | ||||||||
| Proceeds from issuance of ordinary shares | ||||||||
| Repayments of short-term borrowings | ( | ) | ( | ) | ||||
| Repayments of long-term borrowings | ( | ) | ||||||
| Loans from related parties | ||||||||
| Repayments of loans from related parties | ( | ) | ( | ) | ||||
| Repayment of loans from third parties | ( | ) | ||||||
| Net cash used in financing activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by financing activities from discontinued operation | ||||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of exchange rate changes | ||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash, at beginning of the period | ||||||||
| Cash, cash equivalents and restricted cash, at end of the period | $ | $ | ||||||
| Reconciliation of cash, cash equivalents, and restricted cash to the Unaudited Condensed Consolidated Balance Sheets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | ||||||
| Less: cash and cash equivalents from the discontinued operations, end of the period | ||||||||
| Cash and cash equivalent from the continuing operations, end of the period | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Income tax paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Warrant shares exercised via cashless option | $ | $ | ||||||
| Recognition of right-of use assets and lease liabilities | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Acquisition of intangible assets through settlement of other non-current assets | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 5 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
EZGO Technologies Ltd. (“EZGO” or
the “Company”), is a holding company incorporated under the laws of the British Virgin Islands (“BVI”) on January
24, 2019. As a holding company with no material operations of its own, EZGO conducts its business in the People’s Republic of China
(“PRC”) through its subsidiaries, mainly including sales of battery cells, packs and solar cells, electronic control systems
and second-hand machinery, provision of maintenance services and other services. Prior to the termination of the variable interest entity
(“VIE”) Agreements, EZGO also engaged in sales of e-bicycles through the VIE and its subsidiaries in China. On September 25,
2025, EZGO Technologies Group Co., Ltd. (“Changzhou EZGO”), the VIE, and shareholders of the VIE entered into a termination
agreement and terminated the VIE contractual agreements, dated November 8, 2019 (the “VIE Agreements”). Following the termination,
EZGO no longer conducts its e-bicycle business through the VIE and its subsidiaries.
| Name | Date of incorporation / acquisition | Place of incorporation | Percentage of ownership | Principal activities | ||||
| Subsidiaries | ||||||||
| China EZGO Group Ltd. (“EZGO HK”) | ||||||||
| Changzhou Langyi Electronic Technologies Co., Ltd. (“Changzhou Langyi”) | ||||||||
| EZGO Technologies Group Co., Ltd. (formerly known as Changzhou EZGO Enterprise Management Co., Ltd., and Changzhou Jiekai Enterprise Management Co., Ltd., “WFOE” or “Changzhou EZGO”) | | |||||||
| Jiangsu EZGO Energy Supply Chain Technology Co., Ltd. (“Jiangsu Supply Chain”) | ||||||||
| Jiangsu EZGO New Energy Technologies Co., Ltd. (“Jiangsu New Energy”) | ||||||||
| Sichuan EZGO Energy Technologies Co., Ltd. (“Sichuan EZGO”) | ||||||||
| Tianjin EZGO Electric Technologies Co., Ltd. (“Tianjin EZGO”) | ||||||||
| Changzhou Youdi Electric Bicycle Co., Ltd. (“Changzhou Youdi”)* | ||||||||
| Changzhou Sixun Technology Co., Ltd. (“Changzhou Sixun”) | ||||||||
| Changzhou Higgs Intelligent Technology Co., Ltd. (“Changzhou Higgs”) | ||||||||
| Changzhou Zhuyun Technology Co., Ltd. (“Changzhou Zhuyun”) | ||||||||
| Former VIE and subsidiaries of VIE | ||||||||
| Jiangsu EZGO Electronic Technologies Co., Ltd. (formerly known as Jiangsu Baozhe Electric Technologies, Co., Ltd.,“Jiangsu EZGO”) | ||||||||
| Changzhou Hengmao Power Battery Technology Co., Ltd. (“Hengmao”) | ||||||||
| Changzhou Yizhiying IoT Technologies Co., Ltd. (“Yizhiying”) | ||||||||
| Jiangsu Cenbird E-Motorcycle Technologies Co., Ltd. (“Cenbird E-Motorcycle”) |
*
| 6 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
The Group’s historical VIE contractual arrangements were previously disclosed in the Group’s audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended September 30, 2025. On September 25, 2025, the VIE Agreements were terminated, and the Group ceased to consolidate the VIE and its subsidiaries from that date. Accordingly, as of March 31, 2026, the Group did not have any VIE structure, and no assets, liabilities or results of operations of the former VIE and its subsidiaries were included in the Group’s unaudited interim condensed consolidated financial statements for the six months ended March 31, 2026.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation
The accompanying CFS are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The accompanying unaudited interim condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and have been consistently applied. The accompanying unaudited interim condensed consolidated financial statements of the Group include all normal and recurring adjustments that management of the Group considers necessary for a fair presentation of its financial position and operating results. The results of operations for the six months ended March 31, 2026 are not necessarily indicative of results to be expected for any other interim period or for the full year ended September 30, 2026. Accordingly, these statements should be read in conjunction with the Group’s audited financial statements and notes thereto as of and for the years ended September 30, 2024 and 2025.
Liquidity
The Group’s liquidity is based on its ability to enhance its operating cash flow position, obtain capital financing from equity interest investors, public offering, and borrow funds to fund its general operations and capital expenditure. The Group’s ability to continue as a going concern is dependent on management’s ability to execute its business plan successfully, which includes increasing market acceptance of our products to boost its sales volume to achieve economies of scale while applying more effective marketing strategies and cost control measures to better manage operating cash flow position and obtaining funds from outside sources of financing to generate positive financing cash flows.
The going concern assumption contemplates the realization of assets and the settlement of liabilities in the normal course of business. As of the reporting date, the Group has taken steps to strengthen its liquidity position, including:
| (i) | On December 22, 2025, the Group entered into a funding support agreement with a shareholder in the amount of up to RMB |
| (ii) | In November 2025, the Group filed a shelf registration statement on Form F-3 with the SEC, pursuant to which the Group may offer and sell, from time to time, up to an aggregate amount of US million of its securities, including ordinary shares, debt securities, warrants, rights or units. This shelf registration provides the Group with flexibility to access the capital markets, if needed, to support its liquidity and working capital requirements. However, there can be no assurance as to the timing, amount or terms of any such financing.
On April 2, 2026, the Company entered into an at-the-market sales agreement under which the Company may offer and sell ordinary shares from time to time. Subsequent to March 31, 2026 and before the issuance of these unaudited interim condensed consolidated financial statements, the Company issued approximately |
| (iii) | The Group is continually making efforts to improve operating efficiency and reducing discretionary spending, including optimization in general and administrative headcount and reduction in general and administrative expenditures. |
Based on the Group’s current working capital, access to undrawn credit facilities, and financial support from related parties, the Group estimates that it will have sufficient liquidity to meet its obligations and operating requirements for at least the twelve months and accordingly these financial statements have been prepared on a going concern basis.
| 7 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b) Consolidation
The CFS includes the financial statements of EZGO, its subsidiaries, VIE and VIE’s subsidiaries (for the period prior to September 25, 2025) for which EZGO is the primary beneficiary. Consolidation of subsidiaries begins from the date the Company obtains control of the subsidiaries and ceases when the Company loses control of the subsidiaries. All inter-company transactions, balances and unrealized gains or losses on transitions among the Company and its subsidiaries were eliminated in consolidation.
A non-controlling interest in a subsidiary of the Company is the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the Unaudited Interim Condensed Consolidated Balance Sheets and net loss and other comprehensive loss attributable to non-controlling shareholders is presented as a separate component on the Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss.
(c) Reverse Share Split
The Company effected reverse share splits of its ordinary shares at ratios of 1-for-25 on November 7, 2025 and 1-for-150 on May 19, 2026,with the fractional shares rounding off to the nearest whole share. All numbers of shares and per-share data presented in the unaudited interim condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the cumulative effect of these reverse share splits.
(d) Discontinued operation
A discontinued operation may include a component of an entity or a group of components of an entity, or a business or non-profit activity. A disposal of a component of an entity or a group of components of an entity is reported in discontinued operation if the disposal results from strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff). For any component classified as held for sale or disposed of by sale or other than by sale that qualify for presentation as a discontinued operation in the period, the Group has reported the assets and liabilities of the discontinued operation as assets of discontinued operation, and liabilities of discontinued operation in the Unaudited Interim Condensed Consolidated Balance Sheets. The results of discontinued operation were reflected separately in the Unaudited Interim Condensed Consolidated Statements of Operations as a single line item for all periods presented in accordance with U.S. GAAP. Cash flows from discontinued operation of the three categories were separately presented in the Unaudited Interim Condensed Consolidated Statements of Cash Flows for all periods presented in accordance with U.S. GAAP.
(e) Credit losses
In accordance with Accounting Standards Update (“ASU”) 2016-13 “Financial Instruments – Credit Losses” (Topic 326), the Group estimates and records an expected lifetime credit loss by using an aging schedule method in combination with current situation adjustment, which replaces the previous incurred loss impairment model. The expected credit loss impairment model requires the entity to recognize its estimate of expected credit losses for affected financial assets using an allowance for credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
The Group’s accounts receivable, notes receivable, amounts due from related parties and certain receivables which are included in prepaid expenses and other current assets line items in the balance sheets are within the scope of ASC Topic 326. The Group uses an aging schedule method in combination with current situation adjustment, to determine the loss rate of receivable balances and evaluate the expected credit losses on an individual basis. When establishing the loss rate, the Group makes the assessment based on various factors, including aging of receivable balances, historical experience, creditworthiness of debtor, current economic conditions, reasonable and supportable forecasts of future economic, and other factors that may affect the Group’s ability to collect from the debtors. The Group also applies current situation adjustment to provide specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.
| 8 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(f) Accounts receivable, net
Accounts receivable, net are stated at the original
amount less allowances for credit losses. Accounts receivable are recognized in the period when the Group has provided services to its
customers and when its right to consideration is unconditional. For the six months ended March 31, 2025 and 2026, the Group recorded allowance
for credit losses of $
(g) Property, plant and equipment
Property, plant and equipment includes plant and buildings, furniture, fixtures and office equipment, vehicles and construction in progress. Construction in progress includes direct costs that are related to the construction of property, equipment, and software, and are incurred in connection with bringing the assets to their intended use. Construction in progress is transferred to specific property, equipment the depreciation of these assets commences when the assets are ready for their intended use. Interest associated with major development and construction projects is capitalized and included in the cost of the project. The capitalization of interest ceases when the project is substantially completed or the development activity is suspended for more than a brief period. The amount to be capitalized is determined by applying the capitalization rate to the average amount of accumulated qualifying capital expenditures for assets under construction during the year.
Property, plant and equipment is stated at cost
less accumulated depreciation and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents
the purchase price of the asset and other costs incurred to bring the asset into its intended use. The cost of repairs and maintenance
is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated
depreciation are removed from the accounts, and any resulting gains or losses are included in income/loss in the period of disposition.
| Estimated useful life | ||
| Plant and buildings | ||
| Furniture, fixtures and equipment | ||
| Vehicles |
(h) Intangible assets, net
The Group performs valuation of intangible assets
arising from business combinations to determine the relative FV to be assigned to each asset acquired. The acquired intangible assets
are recognized and measured at FV. Other intangible assets are initially measured at cost.
| Category | Estimated useful life | |
| Patents | ||
| Software copyright |
(i) Goodwill, net
Goodwill is the excess of the purchase price over fair value (“FV”) of the identifiable assets and liabilities acquired in a business combination.
Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of September 30 of each year and in between annual tests when an event occurs or circumstances change that could indicate the asset might be impaired. The Group first has the option to assess qualitative factors to determine whether it is more likely than not that the FV of a reporting unit is less than it’s carrying amount.
| 9 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(i) Goodwill, net (continued)
If the Group decides, as a result of its qualitative assessment, that it is more likely than not that the FV of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the FV of each reporting unit with its carrying amount, including goodwill. A goodwill impairment charge will be recorded for the amount by which a reporting unit’s carrying value exceeds its FV, but not to exceed the carrying amount of goodwill. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units and determining the FV of each reporting unit. The judgment in estimating the FV of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of FV for each reporting unit. The Group recognized impairment loss of goodwill from the acquisition of Changzhou Sixun for the six months ended March 31, 2025 and 2026. As of September 30, 2025 and March 31,2026, the carrying amount of goodwill was .
(j) Long term investments, net
Long-term investments are the Group’s equity investments in privately held companies accounted for equity method, and equity investments without readily determinable FVs.
(1) Equity investments accounted for using the equity method
Equity investments are comprised of investments in privately held companies. The Group uses the equity method to account for an equity investment over which it has the ability to exert significant influence but does not otherwise have control. The Group records equity method investments at the cost of acquisition, plus the Group’s share in undistributed earnings and losses since acquisition. For equity investments over which the Group does not have significant influence or control, the cost method of accounting is used.
The Group has historically provided financial support to certain equity investees in the form of loans. If the Group’s share of the undistributed losses exceeds the carving amount of an investment accounted for by the equity method, the Group continues to report losses up to the investment carrying amount, including any loans balance due from the equity investees.
The Group asses its equity investment and loans to equity investees for impairment on a periodic basis by considering factors including, but not limited to, current economic and market conditions, the operating performance of the investees including current earnings trends, the technological feasibility of the investee’s products and technologies, the general market conditions in the investee’s industry or geographic area, factors related to the investee’s ability to remain in business, such as the investee’s liquidity, debt ratios, cash bur rate, and other company-specific information including recent financing rounds. If it has been determined that the equity investment is less than its related FV and that is decline is other-than-temporary, the carrying value of the investment and loan to equity investee is adjusted downward to reflect these declines in value.
(2) Equity investment without readily determinable FVs
Equity investment without readily determinable FVs refers to the investment over which the Group does not have the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for under the measurement alternative upon the adoption of ASU 2016-01 (the “Measurement Alternative”). Under the Measurement Alternative, the carrying value is measured at purchase cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. All gains and losses on these investments, realized and unrealized, are recognized in the consolidated statements of operations. The Group makes an assessment of whether an investment is impaired based on performance and financial position of the investee as well as other evidence of market value at each reporting date. Such assessment includes, but is not limited to, reviewing the investee’s cash position, recent financing, as well as the financial and business performance. The Group recognizes an impairment loss equal to the difference between the carrying value and FV in the unaudited interim condensed consolidated statements of operations.
| 10 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Revenue recognition
The Group recognizes revenues in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Group’s revenues are mainly generated from 1) sales of products, 2) maintenance services and 3) other services.
The core principle of ASC Topic 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the Group satisfies a performance obligation
Revenue recognition policies are discussed as follows:
Revenue from sales of products
The Group sells products to different customers, primarily battery cells, packs and solar cells, e-bicycles (see Note 15 Discontinued Operation), electronic control systems and second-hand machinery. The Group identifies one performance obligation in providing the products for a fixed consideration as stated in the sales contract. The Group presents the revenue generated from its sales of products on a gross basis as the Group acts as the principal. The revenue is recognized when the Group satisfies the performance obligation by transferring the promised product to the customers upon acceptance by customers.
The Group generally provides different warrant
periods for different products: a six-month warranty period for battery packs, and a one-year warranty period for electronic control systems.
The customers are required to perform product quality check upon acceptance of delivery and the warranty covers only production defects.
Customers do not have the option to purchase a warranty separately, nor does a warranty provide services other than a warranty. Therefore,
warranty costs are considered as accrued performance costs rather than performance obligations. As of September 30, 2025 and March 31,
2026, there is
Revenue from maintenance services
The Group provides comprehensive machine maintenance services, usually through a separate contract specified for the provision of maintenance services. In accordance with the detailed requirements in the contract, the Group implements a targeted maintenance strategy for machines in need of repair. The Group identifies one performance obligation in providing maintenance service for a fixed consideration as stated in the sales contract. The Group presents the revenue generated from its sales of products on a gross basis as the Group acts as the principal. The revenue is recognized when the Group satisfies the performance obligation by completion of maintenance service upon acceptance by customers.
| 11 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Revenue recognition (continued)
Revenue from other services
The Group also provides other services, mainly including photovoltaic engineering contracting. The Group identifies one performance obligation in the provision of services in the contract, and recognizes revenue when the Group satisfies the performance obligation upon acceptance by customers. For photovoltaic engineering contracting, the Group does not directly engage in the construction but rather serves as an intermediatory to connect the party awarding the contract with suitable contractors. Therefore, the Group presents the revenue from photovoltaic engineering contracting on a net basis as the Group acts as an agent.
The following table identifies the disaggregation of the Group’s revenues from continuing operations for the six months ended March 31, 2025 and 2026, respectively:
| Six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Battery cells, packs and solar cells segment | ||||||||
| Sales of products | $ | $ | ||||||
| Electronic control system sales segment | ||||||||
| Sales of products | ||||||||
| Others | ||||||||
| Maintenance services | ||||||||
| Other services | ||||||||
| Net revenues | $ | $ | ||||||
Contract balance
Contract liabilities primarily consist of advances from customers.
Advances from customers amounted to $
Timing of revenue recognition may differ from
the timing of invoicing to customers. Accounts receivable is revenue recognized for amounts invoiced and/or prior to invoicing when the
Group has satisfied its performance obligation and has unconditional right to the payment. The Group has
The Group applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Group has no material incremental costs of obtaining contracts with customers and the Group expects the benefit of those costs to be longer than one year.
(l) Share-based compensation
The Group applies ASC 718, Compensation—Stock Compensation (“ASC 718”), to account for all of its share-based payments. In accordance with ASC 718, the Group determines whether an award should be classified and accounted for as a liability award or equity award. All the Group’s grants of share-based awards were classified as equity awards and are recognized in the financial statements based on their grant date FVs.
The Group elected to recognize compensation expense using the straight-line method for all awards granted with graded vesting based on service conditions. The Group also elected to account for forfeitures as they occur. Previously recognized compensation cost for the awards is reversed in the period that the award is forfeited.
| 12 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(m) Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Group does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Group does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.
In March 2025, the FASB issued Accounting Standards Update 2025-02 “Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122” (“ASU 2025-02”), which amends the Accounting Standards Codification to remove the text of SEC Staff Accounting Bulletin (“SAB”) 121 “Accounting for Obligations to Safeguard Crypto- Assets an Entity Holds for its Platform Users” as it has been rescinded by the issuance of SAB 122. ASU 2025-02 is effective immediately and is not expected to have an impact on the Group’s financial statements.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which provides guidance for entities that apply the practical expedient and accounting policy election, if applicable, when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606, including those assets acquired in a business combination accounted for under Topic 805. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact of the adoption of this guidance.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (“Topic 815”) and Revenue from Contracts with Customers (“Topic 606”): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07, expands an existing scope exception under Topic 815 to exclude non-exchange-traded contracts where the underlying is based on the operations or activities specific to one of the contract parties. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
| 13 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(m) Recent Accounting Pronouncements (continued)
In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (“Topic 326”): Purchased Loans (“ASU 2025-08”). The amendments expand the population of acquired loans subject to the gross-up approach, treating non-credit-deteriorated loans (excluding credit cards) as “seasoned” if purchased at least 90 days after origination or acquired in a business combination. ASU 2025-08 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (“Topic 270”): Narrow-Scope Improvements, to improve the navigability of required interim disclosures, clarify when that guidance applies, and provide additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for interim reporting periods with annual reporting periods beginning after December 15, 2027, early adoption is permitted. ASU 2025-11 allows for adoption using the prospective or retrospective method. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
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 CFS upon adoption. The Group does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its CFS.
3. GOODWILL
Acquisition of Changzhou Sixun
The details of the acquisition of Changzhou Sixun and the related purchase price allocation were previously disclosed in the Group’s audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended September 30, 2025. The goodwill arising from the acquisition was fully impaired during the year ended September 30, 2025. There was no goodwill balance as of September 30, 2025 and March 31, 2026.
Goodwill arising from the acquisition of Changzhou Sixun
| As of September 30, 2025 | As of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Goodwill impairment | ( | ) | ||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
For six months ended March 31, 2025 and 2026, the Group recognized impairment loss of goodwill related to the acquisition of Changzhou Sixun.
| 14 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
4. DISPOSAL OF CHANGZHOU YOUDI AND TERMINATION OF VIE ARRANGEMENTS
On September 25, 2025, the Group terminated the VIE Agreements with Jiangsu EZGO and its shareholders and ceased to consolidate Jiangsu EZGO and its subsidiaries from that date. The termination of the VIE Agreements and the related discontinued operations presentation were disclosed in the Group’s audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended September 30, 2025.
During the six months ended March 31, 2026, management reassessed the Group’s business plan for Changzhou Youdi and determined that the Group would no longer continue to provide financial support to Changzhou Youdi. In connection with this reassessment, management approved a plan to exit the related business through the disposal of Changzhou Youdi.
On March 27, 2026, the Group entered into an equity
transfer agreement with Shenzhen Youqi No.1 New Energy Investment Partnership (Limited Partnership) (“Youqi”) to transfer
The loss on disposal was determined based on the
carrying amount of the net assets and liabilities of Changzhou Youdi derecognized upon deconsolidation. The Group recognized a loss on
disposal of Changzhou Youdi of $
5. ACCOUNTS RECEIVABLE, NET
As of September 30, 2025 and March 31, 2026, accounts receivable and allowance for credit losses consisted of the following:
| As of September 30, 2025 | As of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
Accounts receivable are considered overdue after
180 days, the general credit term the Group offers to customers. As of September 30, 2025 and March 31, 2026, the overdue accounts receivable,
net of allowance for credit losses, ageing between 180 days and one year were $
The movement is the allowance for credit losses for the six months ended March 31, 2025 and 2026:
| Six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Balance at beginning of period | $ | $ | ||||||
| Changes in credit losses | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Balance at the end of period | $ | $ | ||||||
For the six months ended March 31, 2025 and 2026,
the Group recorded credit losses of $
| 15 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
6. INVESTMENTS
The Group’s long-term investments primarily consist of equity method investments and equity investments without readily determinable fair values. Details of the Group’s investment portfolio and impairment recognized in prior periods were previously disclosed in the Group’s audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended September 30, 2025.
As of September 30, 2025 and March 31, 2026, investments consisted of the following:
| As of September 30, 2025 | As of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Long-term investments: | ||||||||
| Investments accounted for using the equity method | ||||||||
| Investments without readily determinable FVs | ||||||||
| Total long-term investments | ||||||||
| Impairment loss of long-term equity investments | ( | ) | ( | ) | ||||
| Total long-term investments, net | $ | $ | ||||||
The accumulated impairment loss as of March 31, 2026 is related to impairment recognized in prior periods. No additional impairment loss was recognized during the six months ended March 31, 2026.
The movement of the carrying amount of long-term investment was as follows for the six months ended March 31, 2025 and 2026
| Six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Beginning balance | $ | $ | ||||||
| Proportionate share of the equity investee’s net loss | ( | ) | ( | ) | ||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
During the six months ended March 31, 2026, there were no significant additions, disposals or impairment indicators identified for the Group’s existing long-term investments. The change in the carrying amount of long-term investments was primarily attributable to foreign currency translation adjustment, partially offset by share of loss from equity method investments.
For the six months ended March 31, 2026, equity method investments held by the Group individually have not met the significance criteria as defined under Rule 10-01(b)(1) of Regulation S-X.
| 16 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
7. INVENTORIES, NET
As of September 30, 2025 and March 31, 2026, inventories and reserve of inventories consisted of the following:
| As of September 30, 2025 | As of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Finished goods (1) | $ | $ | ||||||
| Raw materials (2) | ||||||||
| Subtotal | ||||||||
| Less: provision for inventories | ( | ) | ( | ) | ||||
| Inventories, net | $ | $ | ||||||
| (1) |
| (2) |
The movement of provision for inventories was as follows for the six months ended March 31, 2025 and 2026:
| Six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Balance at beginning of period | $ | $ | ||||||
| Current period addition | ||||||||
| Charge off | ( | ) | ||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Balance at the end of period | $ | $ | ||||||
For the six months ended March 31, 2025 and 2026,
provisions for inventories of $
8. ADVANCES TO SUPPLIERS
As of September 30, 2025 and March 31, 2026, advances to suppliers consisted of the following:
| As of September 30, 2025 | As of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Prepayment for purchase of battery packs and solar cells | $ | $ | ||||||
| Others | ||||||||
| Advances to supplier | $ | $ | ||||||
| 17 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
9. PREPAID EXPENSES AND OTHER CURRENT ASSETS
| As of September 30, 2025 | As of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Receivable from third parties (1) | $ | $ | ||||||
| Refundable construction fee (2) | ||||||||
| Prepaid expenses | ||||||||
| Security deposits | ||||||||
| Deductible input VAT | ||||||||
| Others | ||||||||
| Prepaid expenses and other current assets | $ | $ | ||||||
| (1) | As of September 30, 2025 and March 31, 2026, receivables from third parties primarily consisted of the following: |
| i. | As of September 30, 2025, receivables from third parties included an amount of $ |
| ii. | A loan of RMB |
| (2) |
10. PROPERTY, PLANT AND EQUIPMENT, NET
As of September 30, 2025 and March 31, 2026, property, plant and equipment, net consisted of the following:
| As of September 30, 2025 | As of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Plant and buildings (1) | $ | $ | ||||||
| Construction in progress (1) | ||||||||
| Vehicles | ||||||||
| Furniture, fixtures and office equipment | ||||||||
| Subtotal | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
| (1) | The construction of the Changzhou manufacturing plant was substantially completed and the relevant buildings were ready for their intended use in January 2026. Accordingly, the carrying amount of construction in progress related to the project was transferred to property and buildings in January 2026, and depreciation commenced when the assets were available for their intended use. Any subsequent renovation or fit-out costs, if incurred, will be accounted for separately and capitalized only when they meet the capitalization criteria.
For the six months ended March 31, 2025 and 2026, the Group capitalized interest costs of $ |
For the six months ended March 31, 2025 and 2026,
depreciation expenses were $
| 18 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
11. INTANGIBLE ASSETS, NET
As of September 30, 2025 and March 31, 2026, intangible assets, net consisted of the following:
| As
of September 30, 2025 | As
of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Patents | $ | $ | ||||||
| Software copyright | ||||||||
| Subtotal | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Impairment | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
The Group’s intangible assets primarily consist of patents and software copyrights. The patents and software copyrights identified in connection with the acquisition of Changzhou Sixun were fully impaired during the year ended September 30, 2025. Accordingly, no carrying amount related to those acquisition-related intangible assets remained as of September 30, 2025 and March 31, 2026.
During the six months ended March 31, 2026, the Group acquired additional patent rights through the settlement of receivables from third parties. The related balance was recorded as receivables from third parties within prepaid expenses and other current assets as of September 30, 2025 because the settlement agreement was entered into after September 30, 2025. Upon execution of the settlement agreement in October 2025 and transfer of the patent rights, the Group reclassified the balance to finite-lived intangible assets. The acquired patents were initially recognized and measured at the carrying amount of receivables from third parties settled in this transaction, in accordance with ASC 845, “Nonmonetary Transactions”: the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it.
The Group’s finite-lived intangible assets
are amortized on a straight-line basis over their estimated useful lives. For the six months ended March 31, 2025 and 2026, amortization
expense of intangible assets was $
12. OTHER NON-CURRENT ASSETS
As of September 30, 2025 and March 31, 2026, other non-current assets consisted of the following:
| As
of September 30, 2025 | As
of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Prepayment for purchase of customized equipment (1) | $ | $ | ||||||
| Prepayment for equity investment (2) | ||||||||
| Prepaid construction fee | ||||||||
| Long-term security deposit for land use right (3) | ||||||||
| Deductible input VAT | ||||||||
| Loans to third parties | ||||||||
| Others | ||||||||
| Other non-current assets | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
| 19 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
13. BORROWINGS
As of September 30, 2025 and March 31, 2026, the bank borrowings were for working capital and capital expenditures. Borrowings consisted of the following:
| Creditor | Interest rate | Borrowing date | Maturity date | As of September 30, 2025 | As of March 31, 2026 | |||||||||||
| (Unaudited) | ||||||||||||||||
| Bank of Jiangsu | % | |||||||||||||||
| Bank of Jiangsu | % | |||||||||||||||
| Bank of Nanjing (1) | % | |||||||||||||||
| Agricultural Bank of China (1) | % | |||||||||||||||
| Bank of Jiangsu (2) | % | |||||||||||||||
| Bank of China (3) | % | |||||||||||||||
| Agricultural Bank of China (4) | % | |||||||||||||||
| Total short-term borrowings | $ | $ | ||||||||||||||
| Bank of Jiangnan (5) | % | |||||||||||||||
| Bank of Jiangnan (5) | % | |||||||||||||||
| Bank of Jiangnan (5) | % | |||||||||||||||
| Total long-term borrowings, current | $ | $ | ||||||||||||||
| Bank of Jiangnan (5) | % | |||||||||||||||
| Bank of Jiangnan (5) | % | |||||||||||||||
| Bank of Jiangnan (5) | % | |||||||||||||||
| Bank of Jiangnan (5) | % | |||||||||||||||
| Total long-term borrowings, non-current | $ | $ | ||||||||||||||
| Changzhou Zenith Technology Co., Ltd. | | | ||||||||||||||
| Total long-term borrowing from a third party, non-current | $ | $ | ||||||||||||||
| Total long-term borrowing, non-current | $ | $ | ||||||||||||||
| Total borrowings | $ | $ | ||||||||||||||
Except for borrowings obtained, repayments made and borrowings matured during the six months ended March 31, 2026, there were no material changes to the terms and conditions of the Group’s borrowing arrangements previously disclosed in the Company’s Annual Report on Form 20-F for the year ended September 30, 2025.
| (1) |
| (2) |
| (3) |
| (4) |
| 20 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
13. BORROWINGS (CONTINUED)
| (5) |
| Principal maturities of long-term bank borrowing Year ending September 30, | Repayment amount | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total | $ | |||
For the six months ended March 31, 2025 and 2026,
the Group recorded interest expenses of $
14. RELATED PARTY TRANSACTIONS AND BALANCES
The following is a list of related parties which the Group has transactions with during the six months ended March 31, 2025 and 2026:
| Name | Relationship | ||
| (a) | Shuang Wu | ||
| (b) | Jianhui Ye | ||
| (c) | Jiangsu Youdi Technology Co., Ltd.** | ||
| (d) | Shanghai Mingli New Energy Technology Co., Ltd. | ||
| (e) | Jiangsu EZGO Electronic Technologies Co., Ltd. (“Jiangsu EZGO”) | ||
| (f) | Yan Fang* | ||
| (g) | Shandong Xingneng’an New Energy Technology Co., Ltd. * | ||
| (h) | Changzhou Cenbird Electric Bicycle Manufacturing Co., Ltd. * | ||
| (i) | Jiangsu Xinzhongtian Suye Co., Ltd. * | ||
| (j) | Shenzhen Star Asset Management Co., Ltd. * | ||
| (k) | Shenzhen Star Cycling Network Technology Co., Ltd. * | ||
| (l) | WORK Medical Technology Group LTD | ||
| * |
| ** |
| 21 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
14. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
Amounts due from related parties
As of September 30, 2025 and March 31, 2026, amounts due from related parties consisted of the following:
| As of September 30, 2025 | As of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Shanghai Mingli New Energy Technology Co., Ltd. (1) | $ | $ | ||||||
| Jiangsu Youdi Technology Co., Ltd. (2) | ||||||||
| Jianhui Ye (3) | ||||||||
| Total amount due from related parties, current | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
Amounts due to related parties
As of September 30, 2025 and March 31, 2026, amounts due to related parties consisted of the following:
| As of September 30, 2025 | As of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Jianhui Ye (1) | $ | $ | ||||||
| Shuang Wu (1) | ||||||||
| Shenzhen Star Asset Management Co., Ltd. (1) | ||||||||
| WORK Medical Technology Group Ltd. (2) | ||||||||
| Jiangsu EZGO (3) | ||||||||
| Total amount due to related parties | ||||||||
| (1) |
| (2) |
| (3) |
| 22 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
14. RELATED PARTY TRANSACTIONS AND BALANCES (CONTINUED)
Related party transactions
For the six months ended March 31, 2025 and 2026, the Group had the following material related party transactions:
| Related Parties | Nature | Six
months ended March 31, | ||||||||
| 2025 | 2026 | |||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Inventory purchased from related parties | ||||||||||
| Jiangsu Xinzhongtian Suye Co., Ltd. | Purchase of e-bicycles | $ | $ | |||||||
| Changzhou Cenbird Electric Bicycle Manufacturing Co., Ltd. | Purchase of e-bicycles | |||||||||
| Total inventory purchased from related parties | ||||||||||
| Less: inventory purchased from related parties from discontinued operation | ( | ) | ||||||||
| Inventory purchased from continuing operations | $ | $ | ||||||||
| Loans to related parties | ||||||||||
| Shanghai Mingli New Energy Technology Co., Ltd. | Loan to a related party | $ | $ | |||||||
| Shanghai Mingli New Energy Technology Co., Ltd. | Imputed interest on related party loan | |||||||||
| Shandong Xingneng’an New Energy Technology Co., Ltd. | Loan to a related party | |||||||||
| Shandong Xingneng’an New Energy Technology Co., Ltd. | Interest receivable from a related party | |||||||||
| Shenzhen Star Cycling Network Technology Co., Ltd. | Interest receivable from a related party | |||||||||
| Jiangsu Youdi Technology Co., Ltd. | Interest receivable from a related party | |||||||||
| Jiangsu Youdi Technology Co., Ltd. | Loan to a related party | |||||||||
| Total loans to related parties | ||||||||||
| Less: loans to related parties from discontinued operation | ( | ) | ||||||||
| Loans to related parties from continuing operations | $ | $ | ||||||||
| Collection of loan to a related party | ||||||||||
| Shandong Xingneng’an New Energy Technology Co., Ltd. | Collection of loan to a related party | $ | $ | |||||||
| Jiangsu EZGO | Collection of loan to a related party | |||||||||
| Total collection of loan to a related party | $ | $ | ||||||||
| Loans from related parties | ||||||||||
| Jiangsu Xinzhongtian Suye Co., Ltd. | Interest-free loan from a related party | $ | $ | |||||||
| Shuang Wu | Interest-free loan from a related party | |||||||||
| Yan Fang | Interest-free loan from a related party | |||||||||
| Jiangsu EZGO | Interest-free loan from a related party | |||||||||
| Jianhui Ye | Interest-free loan from a related party | |||||||||
| WORK Medical Technology Group Ltd. | Interest-bearing loan from a related party | |||||||||
| Total loans from related parties | ||||||||||
| Less: loans from related parties from discontinued operation | ( | ) | ||||||||
| Loans from related parties from continuing operations | $ | $ | ||||||||
| Repayment of loans from related parties | ||||||||||
| Shuang Wu | Repayment of interest-free loans from a related party | $ | $ | |||||||
| Jiangsu Xinzhongtian Suye Co., Ltd. | Repayment of interest-free loans from a related party | |||||||||
| Jiangsu EZGO | Repayment of interest-bearing loans from a related party | |||||||||
| Total repayment of loans from related parties | ||||||||||
| Less: repayment of loans from related parties from discontinued operation | ( | ) | ||||||||
| Repayment of loans from related parties from continuing operations | $ | $ | ||||||||
| Others | ||||||||||
| Shuang Wu | Reimbursement for expenses paid for daily operation on behalf of the Group | $ | $ | |||||||
| WORK Medical Technology Group Ltd. | Interest payable to a related party | |||||||||
| Total others | $ | $ | ||||||||
| 23 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
15. DISCONTINUED OPERATIONS
On September 25, 2025, the Group terminated the VIE Agreements and ceased to consolidate Jiangsu EZGO and its subsidiaries. The disposal and related discontinued operations presentation were disclosed in the Group’s audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended September 30, 2025.
During the six months ended March 31, 2026, the Group did not have any revenues, expenses, cash flows, assets or liabilities related to the discontinued operations, and no material developments occurred with respect to the discontinued operations. The comparative results of discontinued operations for the six months ended March 31, 2025 are presented separately in the unaudited interim condensed consolidated statements of operations and cash flows.
| Six Months Ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ||||||
| Gross (loss) profit | ||||||||
| Operating expenses: | ||||||||
| Selling and marketing | ( | ) | ||||||
| General and administrative | ( | ) | ||||||
| Total operating expenses | ( | ) | ||||||
| Loss from discontinued operations | ( | ) | ||||||
| Other income (expenses): | ||||||||
| Interest expenses | ( | ) | ||||||
| Interest income | ||||||||
| Non-operating income, net | ||||||||
| Total other income, net from discontinued operations | ||||||||
| Loss from discontinued operations before income taxes and share of loss of equity method investments | ( | ) | ||||||
| Income tax expenses | ||||||||
| Share of loss of equity method investments | ( | ) | ||||||
| Net loss from discontinued operations | ( | ) | ||||||
| Less: Net loss attributable to non-controlling interests from discontinued operations | ( | ) | ||||||
| Net loss attributable to EZGO Technologies Ltd.’s shareholders from discontinued operation | $ | ( | ) | $ | ||||
| Six Months Ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net cash provided by operating activities from discontinued operations | $ | $ | ||||||
| Net cash provided by investing activities from discontinued operations | ||||||||
| Net cash provided by financing activities from discontinued operation | ||||||||
| 24 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
16. INCOME TAXES
BVI
The Company is incorporated in the BVI. Under the current laws of the BVI, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the BVI.
Hong Kong
On March 21, 2018, the HK Legislative Council
passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime.
The Bill was signed into law on March 28, 2018 and was announced on the following day. Under the two-tiered profits tax rates regime,
the first
PRC
Under the PRC Enterprise Income Tax Law (the “EIT
Law”), the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is
In accordance with the implementation rules of
EIT Laws, a qualified “High and New Technology Enterprise” (“HNTE”) is eligible for a preferential tax rate of
According to Caishui [2021] No.13, announcement
of the Ministry of Finance and the State Taxation Administration, which became effective from January 1, 2021, an enterprise engaged in
manufacturing business and whose main operating revenue accounts for more than
For qualified small and low-profit enterprises,
from January 1, 2022 to December 31, 2022,
The components of the income tax expense from continuing operations are:
| Six Months Ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current | $ | $ | ||||||
| Deferred | ||||||||
| Total income tax expense | $ | $ | ||||||
| 25 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
16. INCOME TAXES (CONTINUED)
The reconciliations of the statutory income tax rate and the Group’s effective income tax rate are as follows:
| Six Months Ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net loss before income tax expense from continuing operations | $ | ( | ) | $ | ( | ) | ||
| PRC statutory tax rate | % | % | ||||||
| Income tax at statutory tax rate | ( | ) | ( | ) | ||||
| Effect of income tax rate differences in jurisdictions other than the PRC | ||||||||
| Expenses not deductible for tax purpose and non-taxable income | ||||||||
| Additional deduction of R&D expenses | ( | ) | ( | ) | ||||
| Effect of preferential tax rates | ( | ) | ||||||
| Effect of utilization of tax loss carried forward | ||||||||
| Effect on valuation allowance | ||||||||
| Income tax expense | $ | $ | ||||||
The current PRC EIT Law imposes a
As of September 30, 2025 and March 31, 2026, the Group had not recorded any withholding tax on the retained earnings of its foreign invested enterprises in the PRC, since the Group intends to reinvest its earnings to further expand its business in PRC, and its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies.
For the six months ended March 31, 2025 and 2026,
the effect of income tax rate differences in jurisdictions other than the PRC mainly resulted from the loss in EZGO, which is incorporated
in BVI and is not subject to income or capital gains taxes. The effective tax rates are -
The tax effect of temporary difference under ASC Topic 740 “Accounting for Income Taxes” that gives rise to deferred tax asset and liability as of September 30, 2025 and March 31, 2026 was as follows:
| As of September 30, 2025 | As of March 31, 2026 | |||||||
| (Unaudited) | ||||||||
| Deferred tax assets: | ||||||||
| Tax loss carry forwards | $ | $ | ||||||
| Other-than-temporary impairment | ||||||||
| Credit loss allowance | ||||||||
| Reserve for inventory | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | $ | $ | ||||||
| 26 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
16. INCOME TAXES (CONTINUED)
For the six months ended March 31, 2025 and 2026,
the Group accrued valuation allowance for deferred tax assets of and $
Accounting for uncertainty tax position
The Group did not identify significant unrecognized tax benefits for the six months ended March 31 2025 and 2026. The Group did not incur any interest and penalties related to potential underpaid income tax expenses. In general, the PRC tax authority has up to five years to conduct examinations of the Group’s tax filings. Accordingly, the tax years from 2020 to 2025 of the Group’s PRC subsidiaries and VIE and subsidiaries of the VIE remain open to examination by the taxing jurisdictions. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.
17. SHARE-BASED COMPENSATION
EZGO Technologies Ltd. 2025 Equity Incentive Plan (the “EZGO 2025 Plan”)
On February 18, 2025, the Board of Directors of
EZGO approved the EZGO 2025 Plan. On February 18, 2025,
October 2025 Equity Incentive Plan
On October 1, 2025, the Board of Directors of
EZGO approved and adopted an equity incentive plan (the “October 2025 Equity Incentive Plan”), which became effective on October
1, 2025. On October 2, 2025, the Company issued
The estimated FV of restricted shares granted was the closing price of the Company’s ordinary shares traded in the Stock Exchange on grant date.
A summary of activities of the restricted shares for the six months ended March 31, 2026 is as follow:
| Number of nonvested restricted shares | Weighted average FV per ordinary share on the grant date | |||||||
| Unvested as of September 30, 2025 | ||||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Unvested as of March 31, 2026 | ||||||||
As of March 31, 2026, there were no unrecognized
share-based compensation expenses. Share-based compensation expenses of $
| 27 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
18. EQUITY
The Company’s historical equity transactions,
including the
(a) Reverse share splits
On May 19, 2026, the Company effected a 1-for-150
reverse share split
The Company issued
(b) Ordinary shares
On January 5, 2026, the Company entered into a
securities purchase agreement with certain non-U.S. investors in connection with a private investment in public equity transaction (the
“PIPE”), pursuant to which the Company agreed to issue and sell an aggregate of
(b) Statutory reserve and restricted net assets
The Group’s PRC subsidiaries are required
to reserve
Relevant PRC statutory laws and regulations permit
the payment of dividends by the Group’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance
with PRC accounting standards and regulations. Furthermore, registered share capital and capital reserve accounts are also restricted
from distribution. As a result of these PRC laws and regulations, the Group’s PRC subsidiaries are restricted in their ability to
transfer a portion of their net assets to the Group either in the form of dividends, loans or advances. The Group’s restricted net
assets, comprising of the registered paid-in capital and statutory reserve of Company’s PRC subsidiaries, were $
| 28 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
18. EQUITY (CONTINUED)
(c) Warrants
As of September 30, 2025 and March 31, 2026, there were no warrants granted to investors left unexercised.
(d) Non-controlling interests
As of March 31, 2026, the Group’s non-controlling
interests included
19. COMMITMENTS AND CONTINGENCIES
Commitments
As of March 31, 2026, the Group did not have any
commitments other than the outstanding capital commitment of $
Contingencies
The Group is not currently a party to any material legal proceedings, investigations or claims. Management has assessed the Group’s exposure to loss contingencies in accordance with ASC 450, Contingencies, and concluded that there are no loss contingencies that are probable or reasonably possible of resulting in a material loss to the CFS.
20. SEGMENT REPORTING
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Group’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Group’s chief operating decision maker
(“CODM”) has been identified as the Chief Executive Officer.
Historically, the Group determined it operates
in
During the six months ended March 31, 2026, the Group commenced solar cell trading activities. The solar cell trading activities were managed together with the Group’s existing product sales activities and were not reviewed by the CODM as a separate operating segment. The CODM did not receive separate operating results or asset information for the solar cell trading activities for purposes of resource allocation or performance assessment. Accordingly, the Group did not identify solar cell trading as a separate operating segment for the six months ended March 31, 2026. The related revenue was included in the battery cells, packs and solar cells sales segment.
| 29 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
20. SEGMENT REPORTING (CONTINUED)
The following tables present a summary of each reportable segment’s revenue and income from continuing operations—excluding the e-bicycle sales segment, which is disclosed as a discontinued operation for the six months ended March 31, 2025, and 2026:
| Six months Ended March 31, 2025 | ||||||||||||||||
| Battery cells, packs and solar cells segment | Electronic control system sales segment | Others | Total | |||||||||||||
| Revenue from external customers | $ | $ | $ | $ | ||||||||||||
| Segment loss before tax and share of loss of equity method investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment gross profit margin | % | % | % | % | ||||||||||||
| Six months Ended March 31, 2026 | ||||||||||||||||
| Battery cells, packs and solar cells segment | Electronic control system sales segment | Others | Total | |||||||||||||
| Revenue from external customers | $ | $ | $ | $ | ||||||||||||
| Segment loss before tax and share of loss of equity method investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment gross profit margin | % | % | % | % | ||||||||||||
The following table presents the reconciliation from reportable segment income to the consolidated income from continuing operations before income taxes for the six months ended March 31, 2025 and 2026:
| Six months ended March 31, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net revenues | ||||||||
| Battery cells, packs and solar cells sales | $ | $ | ||||||
| Electronic control system sales | ||||||||
| Others | ||||||||
| Total net revenues | ||||||||
| Cost of revenues | ||||||||
| Battery cells, packs and solar cells sales | ||||||||
| Electronic control system sales | ||||||||
| Others | ||||||||
| Total cost of revenues | ||||||||
| Gross profit | ||||||||
| Battery cells, packs and solar cells sales | ||||||||
| Electronic control system sales | ||||||||
| Others | ||||||||
| Total Gross profit | ||||||||
| Reconciliation of profit or loss: | ||||||||
| Selling and marketing | ( | ) | ( | ) | ||||
| General and administrative | ( | ) | ( | ) | ||||
| Research and development | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense), net | ( | ) | ||||||
| Loss from continuing operations before income tax and share of loss of equity method investments | $ | ( | ) | $ | ( | ) | ||
| Loss from discontinued operations before income tax and share of loss of equity method investments | ( | ) | ||||||
| Loss before income tax and share of loss of equity method investments | $ | ( | ) | $ | ( | ) | ||
| 30 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
21. CONCENTRATIONS
Concentrations of credit risk
As of September 30, 2025 and March 31, 2026 cash,
cash equivalents and restricted cash balances in the PRC was $
Concentrations of customers
The following table sets forth information as to each customer that accounted for 10% or more of total accounts receivable as of September 30, 2025 and March 31, 2026.
| As of September 30, 2025 | As of March 31, 2026 | |||||||||||||||
| Customer | Amount | % of Total | Amount | % of Total | ||||||||||||
| (Unaudited) | ||||||||||||||||
| A | $ | % | $ | % | ||||||||||||
| B | % | % | ||||||||||||||
| C | % | |||||||||||||||
| D | % | % | ||||||||||||||
| E | % | |||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
| * |
The following table sets forth information as to each customer that accounted for 10% or more of total advances from customers as of September 30, 2025 and March 31, 2026.
| As of September 30, 2025 | As of March 31, 2026 | |||||||||||||||
| Customer | Amount | % of Total | Amount | % of Total | ||||||||||||
| (Unaudited) | ||||||||||||||||
| F | $ | % | $ | |||||||||||||
| G | % | |||||||||||||||
| Total | % | % | ||||||||||||||
| * | The percentage is below 10% |
The following table sets forth information as to each customer that accounted for 10% or more of total revenues for the six months ended March 31, 2025 and 2026.
| Six months ended March 31, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| Customer | Amount | % of Total | Amount | % of Total | ||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| B | $ | % | $ | % | ||||||||||||
| A | % | % | ||||||||||||||
| C | % | |||||||||||||||
| E | % | |||||||||||||||
| D | % | |||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
| * | The percentage is below 10% |
| 31 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
21. CONCENTRATIONS (CONTINUED)
Concentrations of suppliers
The following table sets forth information as to each supplier that accounted for 10% or more of total accounts payable as of September 30, 2025 and March 31, 2026.
| As of September 30, 2025 | As of March 31, 2026 | |||||||||||||||
| Supplier | Amount | % of Total | Amount | % of Total | ||||||||||||
| (Unaudited) | ||||||||||||||||
| A | $ | % | $ | % | ||||||||||||
| B | % | % | ||||||||||||||
| C | % | |||||||||||||||
| D | % | |||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
| * | The percentage is below 10% |
The following table sets forth information as to each third party that accounted for 10% or more of total advances to suppliers as of September 30, 2025 and March 31, 2026.
| As of September 30, 2025 | As of March 31, 2026 | |||||||||||||||
| Supplier | Amount | % of Total | Amount | % of Total | ||||||||||||
| (Unaudited) | ||||||||||||||||
| E | $ | % | $ | % | ||||||||||||
| F | % | % | ||||||||||||||
| G | % | % | ||||||||||||||
| H | % | % | ||||||||||||||
| I | % | |||||||||||||||
| J | % | |||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
| * | The percentage is below 10% |
The following table sets forth information as to each supplier that accounted for 10% or more of total purchases for the six months ended March 31, 2025 and 2026.
| Six months ended March 31, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| Supplier | Amount | % of Total | Amount | % of Total | ||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| H | $ | % | $ | % | ||||||||||||
| F | % | % | ||||||||||||||
| E | % | % | ||||||||||||||
| G | % | % | ||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
| * | The percentage is below 10% |
| 32 |
EZGO TECHNOLOGIES LTD.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars except for number of shares)
22. SUBSEQUENT EVENTS
On April 2, 2026, the Company entered into an
at-the-market sales agreement under which the Company may offer and sell ordinary shares from time to time. Subsequent to March 31, 2026
and before the issuance of these unaudited interim condensed consolidated financial statements, the Company issued approximately
On June 27, 2026, the Group entered into a share
purchase agreement to acquire
The Group evaluated subsequent events through August 14, 2026, the date of the issuance of the unaudited interim condensed consolidated financial statements. Except as disclosed above, the Group did not identify any subsequent events that would have required adjustment to, or disclosure in, these unaudited interim condensed consolidated financial statements.
| 33 |