Helport AI Ltd 6-K, filed Jun 26, 2026

Helport AI Ltd (HPAI)

6-K 2026-06-26 For: 2025-12-31

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Added on June 26, 2026

About this 6-K

Helport AI Ltd filed this 6-K on June 26, 2026.

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Exhibit No.		Description
99.1		Press Release
99.2		Unaudited Condensed Consolidated Financial Statements and Related Notes
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)

	Helport AI Limited

	By:	/s/ Guanghai Li
	Name:	Guanghai Li
	Title:	Chief Executive Officer

	For the six months ended December 31,
	2025			2024
Net (loss)/income	$	(1,685,306	)	$	1,066,894
Add:
Share-based compensation expenses		469,583			223,933
Change in fair value of warrant liabilities		(1,390,543	)		336,136
Total	$	(2,606,266	)	$	1,626,963

	As of December 31,		As of June 30,
	2025		2025
	(Unaudited)		(Audited)
Cash	$	688,112	$	152,051
Accounts receivable, net		34,973,991		23,466,286
Amount due from a related party		123,219		10,372
Prepaid expenses and other receivables		198,001		137,669
Total current assets		35,983,323		23,766,378

Long-term investment		2,461		29,643
Intangible assets, net		16,061,400		12,680,011
Right-of-use assets, net		1,369,361		705,522
Total non-current assets		17,433,222		13,415,176
Total assets	$	53,416,545	$	37,181,554

Accounts payable	$	17,854,472	$	3,478,345
Income tax payable		1,319,771		1,321,935
Amount due to related parties		2,978,213		2,659,556
Warrant liabilities		3,293,291		4,683,834
Loans due to third parties		1,625,000		1,625,000
Accrued expenses and other liabilities		6,795,069		4,639,213
Lease liabilities		346,983		134,331
Deferred tax liabilities		145,404		548,889
Total current liabilities		34,358,203		19,091,103

Lease liabilities		1,097,230		625,080
Total non-current liability		1,097,230		625,080
Total liabilities		35,455,433		19,716,183

Commitments and contingencies

Ordinary shares (US$0.0001 par value per share; 500,000,000 authorized as of December 31, 2025 and June 30, 2025; 37,430,968 issued and outstanding as of December 31, 2025 and June 30, 2025)*		3,743		3,743
Additional paid-in capital*		4,222,290		2,562,548
Accumulated other comprehensive income/(loss)		16,173		(5,132	)
Retained earnings		13,232,505		14,904,212
Total HPAI’s Shareholders’ equity		17,474,711		17,465,371
Non-controlling interest		486,401		-
Total shareholders’ equity		17,961,112		17,465,371
Total liabilities and shareholders’ equity	$	53,416,545	$	37,181,554

	For the six months ended December 31,
	2025			2024
	(Unaudited)			(Unaudited)
Revenues	$	17,662,340		$	16,406,402
Cost of revenues		(8,586,365	)		(7,440,338	)
Gross profit		9,075,975			8,966,064

Selling expenses		(894,016	)		(528,746	)
General and administrative expenses		(5,862,372	)		(4,598,484	)
Research and development expenses		(5,685,118	)		(1,448,115	)
Total operating expenses		(12,441,506	)		(6,575,345	)

(Loss)/income from operation		(3,365,531	)		2,390,719

Financial expenses, net		(45,342	)		(312,437	)
Other loss, net		(3,686	)		-
Share of loss from equity method investment		(58,982	)		-
Change in fair value of warrant liabilities		1,390,543			(336,136	)
(Loss)/income before income tax expenses		(2,082,998	)		1,742,146
Income tax benefits/(expenses)		397,692			(675,252	)
Net (loss)/income	$	(1,685,306	)	$	1,066,894
Less: net loss attributable to non-controlling interests		(13,599	)		-
Net (loss)/income attributable to HPAI’s ordinary shareholders		(1,671,707	)		1,066,894

Other comprehensive income, net of tax:
Net change in foreign currency translation adjustment		21,305			-
Total comprehensive (loss)/income	$	(1,664,001	)	$	1,066,894
Less: total comprehensive income attributable to non-controlling interests		(13,599	)		-
Total comprehensive (loss)/income attributable to HPAI’s ordinary shareholders		(1,650,402	)		1,066,894

(Loss)/earnings per ordinary share
Basic		(0.04	)		0.03
Diluted		(0.04	)		0.03
Weighted average number of ordinary shares outstanding*
Basic		37,430,968			35,990,935
Diluted		37,430,968			35,990,935

	Ordinary Shares				Additional paid-in			Retained		Total shareholders’
	Shares*		Amount*		capital*			earnings		equity
			US$		US$			US$		US$
Balance as of June 30, 2024(Audited)		30,280,768		3,028		4,528			13,045,642		13,053,198
Reverse recapitalization		5,878,103		588		(7,505,333	)		-		(7,504,745	)
Equity financing through Private Placement		509,259		51		5,499,949			-		5,500,000
Conversion from Convertible Promissory Notes		464,838		46		5,020,207			-		5,020,253
Offering costs in the Business Combination		-		-		(1,030,923	)		-		(1,030,923	)
Share-based compensation		-		-		223,933			-		223,933
Net income		-		-		-			1,066,894		1,066,894
Balance as of December 31, 2024 (Unaudited)		37,132,968		3,713		2,212,361			14,112,536		16,328,610

	December 31, 2025				June 30, 2025
	Period-end spot rate		Average rate		Year-end spot rate			Average rate
US$ against PHP		58.9389		58.4800		56.6889			57.7734
US$ against THB		31.4900		32.2160		32.4700			33.9550
US$ against IDR		16,865.9000		16,598.2391		N/A	*		N/A	*
US$ against MXN		18.0057		18.4642		N/A	*		N/A	*

	Fair Value Measurement
	Level 1		Level 2		Level 3		Total Fair Value
Warrant liabilities:
As of August 2, 2024	$	2,484,000	$	-	$	1,962,779	$	4,446,779
As of June 30, 2025	$	2,524,247	$	-	$	2,159,587	$	4,683,834
As of December 31, 2025	$	1,830,798	$	-	$	1,462,493	$	3,293,291

	Warrants
Fair value as of June 30, 2025	$	4,683,834
Change in fair value		(1,390,543	)
Fair value as of December 31, 2025	$	3,293,291

	As of December 31, 2025
Expected term (in years)		3.58
Volatility		42.05	%
Risk-free interest rate		3.65	%
Dividend yield		-

	As of December 31,		As of June 30,
	2025		2025
	(Unaudited)		(Audited)
New Promissory Notes ⁽¹⁾	$	1,625,000	$	1,625,000
Loans due to third parties	$	1,625,000	$	1,625,000

No.	Related Parties	Relationship
1	Ufintek Group Pte. Ltd.	Wang Yizhou, Financial Director of Helport Singapore, serves as the Executive Director of Ufintek Group Pte. Ltd.
2	Stony Holdings Limited	Shareholder of Helport AI Limited
3	Ms. Fan Yu	Chairman of the Board of Directors of Helport Limited
4	Ms. Yizhou Wang	Financial Director of Helport Singapore
5	Helport (Thailand) Co., Ltd	Equity investments with 49% shareholding
6	Ms. Michelle Zhang	Spouse of key management
7	Mr. Chunyi Hao	Shareholder of Helport AI Limited

	Number of nonvested restricted shares			Weighted average FV per ordinary share on the grant date
Unvested as of June 30, 2024 (Audited)		-		$	-
Granted		166,000			5.53
Vested		(26,500	)		5.65
Unvested as of December 31, 2024 (Unaudited)		139,500		$	5.51

	Number of nonvested restricted shares			Weighted average FV per ordinary share on the grant date
Unvested as of June 30, 2025 (Audited)		735,000		$	5.58
Granted		707,000			4.49
Vested		(20,000	)		5.55
Unvested as of December 31, 2025 (Unaudited)		1,422,000		$	4.45

	For the six months ended December 31,
	2025			2024
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)/income	$	(1,685,306	)	$	1,066,894
Adjustments to reconcile net income to net cash provided by operating activities:
Allowance for credit losses		2,386,938			-
Amortization of intangible assets		2,918,611			1,957,877
Amortization of right-of-use assets		116,000			36,806
Share-based compensation		469,583			223,933
Investment loss from equity method investment		58,982			-
Interest expenses on loans from related parties		35,438			-
Deferred income tax		(403,485	)		-
Change in fair value of warrant liabilities		(1,390,543	)		336,136
Changes in operating assets and liabilities:
Accounts receivable		(13,894,643	)		(703,149	)
Prepaid expenses and other receivables		(60,332	)		1,028,346
Accounts payable		14,376,127			2,996,498
Accrued expenses and other liabilities		2,148,296			(3,196,882	)
Income tax payable		(2,164	)		(216,977	)
Deferred tax liabilities		-			332,626
Lease liabilities		(103,287	)		(10,810	)
Net cash provided by operating activities		4,970,215			3,851,298

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets		(6,300,000	)		(8,125,000	)
Loan to a related party		(112,847	)		-
Purchase of long-term investment		(61,982	)		-
Net cash used in investing activities		(6,474,829	)		(8,125,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Deferred offering costs		-			(213,052	)
Repayment of loan from a third party		-			(199,582	)
Loan from a related party		313,401			-
Repayment of loans from related parties		-			(429,238	)
Cash inflow from reverse recapitalization		-			1,136,951
Proceeds from PIPE investments		1,190,159			2,600,000
Repayment of sponsor loans		-			(350,000	)
Contribution from a non-controlling shareholder		500,000			-
Net cash provided by financing activities		2,003,560			2,545,079