Kandi Technologies Group, Inc 6-K, filed Sep 25, 2026
Kandi Technologies Group, Inc. (KNDI)
About this 6-K
Kandi Technologies Group, Inc filed this 6-K on September 25, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 333-259881
KANDI TECHNOLOGIES GROUP, INC
(Translation of registrant’s name into English)
Jinhua New Energy Vehicle Town
Jinhua, Zhejiang Province
People’s Republic of China, 321016
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Kandi Technologies Group, Inc., a British Virgin Islands company (the “Company”), furnishes under the cover of Form 6-K the following information relating to the Company’s acquisition of Rawrr Inc. (the “Rawrr Acquisition”), which was previously disclosed in the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission on December 11, 2025:
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 25, 2026 | Kandi Technologies Group, Inc. | |
| By: | /s/ Feng Chen | |
| Name: | Feng Chen | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
RAWRR INC.
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2025
RAWRR INC.
CONTENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: Board of Directors and Stockholders of
Rawrr Inc.
Opinions on the Financial Statements
We have audited the accompanying balance sheet of Rawrr Inc. (the “Company”) as of December 31, 2025, and the related statement of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flow for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flow for each of the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s financial statements. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We did not identify any critical audit matters during the current period audit.
| /s/ ARK Pro CPA & Co | |
ARK Pro CPA & Co PCAOB Firm ID: 3299 |
We have served as the Company’s auditor since 2025.
Hong Kong, China
September 25, 2026
F-2
RAWRR INC.
AS OF DECEMBER 31, 2025
| December 31, 2025 | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | $ | 677,435 | ||
| Accounts receivable (net of allowance for doubtful accounts of $94,919 as of December 31, 2025) | 252,397 | |||
| Inventories | 4,369,363 | |||
| Other receivables | 49,155 | |||
| Prepayments and prepaid expense | 6,000 | |||
| TOTAL CURRENT ASSETS | 5,354,350 | |||
| NON-CURRENT ASSETS | ||||
| Property, plant and equipment, net | 22,004 | |||
| Operating lease right-of-use assets, net | 37,288 | |||
| TOTAL NON-CURRENT ASSETS | 59,292 | |||
| TOTAL ASSETS | $ | 5,413,642 | ||
| CURRENT LIABILITIES | ||||
| Accounts payable | $ | 3,698,806 | ||
| Other payables and accrued expenses | 606,041 | |||
| Short-term loans | 949,910 | |||
| Income tax payable | 28,698 | |||
| Amount due to a related party | 8,000 | |||
| Operating lease liabilities, current | 37,288 | |||
| TOTAL CURRENT LIABILITIES | 5,328,743 | |||
| NON-CURRENT LIABILITIES | ||||
| Long-term loans | 1,000,000 | |||
| TOTAL NON-CURRENT LIABILITIES | 1,000,000 | |||
| TOTAL LIABILITIES | 6,328,743 | |||
| STOCKHOLDERS’ DEFICIT | ||||
| Common stock, $0.0001 par value; 10,000,000 shares authorized; 10,000,000 shares issued and outstanding as of December 31, 2025 | 1,000 | |||
| Additional paid-in capital | 1,200,000 | |||
| Accumulated deficit | (2,116,101 | ) | ||
| TOTAL STOCKHOLDERS’ DEFICIT | (915,101 | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 5,413,642 | ||
See notes to financial statements.
F-3
RAWRR INC.
FOR THE YEAR ENDED DECEMBER 31, 2025
| Year Ended December 31, 2025 | ||||
| REVENUES, NET | $ | 15,656,224 | ||
| COST OF GOODS SOLD | (11,346,212 | ) | ||
| GROSS PROFIT | 4,310,012 | |||
| OPERATING EXPENSE: | ||||
| Selling and marketing | (1,620,806 | ) | ||
| General and administrative | (2,773,097 | ) | ||
| TOTAL OPERATING EXPENSE | (4,393,903 | ) | ||
| LOSS FROM OPERATIONS | (83,891 | ) | ||
| OTHER INCOME (EXPENSE): | ||||
| Interest expense | (95,600 | ) | ||
| Other income | 574,649 | |||
| TOTAL OTHER INCOME, NET | 479,049 | |||
| INCOME BEFORE INCOME TAXES | 395,158 | |||
| INCOME TAX EXPENSE | (28,698 | ) | ||
| NET INCOME | 366,460 | |||
| BASIC AND DILUTED WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING | 10,000,000 | |||
| NET INCOME PER SHARE – BASIC AND DILUTED | $ | 0.04 | ||
See notes to financial statements.
F-4
RAWRR INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 2025
| Number of Outstanding Shares | Common stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2024 | 10,000,000 | $ | 1,000 | $ | 1,200,000 | $ | (2,482,561 | ) | $ | (1,281,561 | ) | |||||||||
| Net income | - | - | - | 366,460 | 366,460 | |||||||||||||||
| BALANCE AS OF DECEMBER 31, 2025 | 10,000,000 | $ | 1,000 | $ | 1,200,000 | $ | (2,116,101 | ) | $ | (915,101 | ) | |||||||||
See notes to financial statements.
F-5
RAWRR INC.
FOR THE YEAR ENDED DECEMBER 31, 2025
Year Ended December 31, | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net income | $ | 366,460 | ||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||
| Depreciation | 13,122 | |||
| Non-cash lease expense | 42,000 | |||
| Provision of allowance for doubtful accounts | (29,680 | ) | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | (29,357 | ) | ||
| Inventories | (2,438,644 | ) | ||
| Other receivables | 38,079 | |||
| Prepayments and prepaid expenses | 71,879 | |||
| Increase (Decrease) In: | ||||
| Accounts payable | 1,772,452 | |||
| Other payables and accrued liabilities | 377,813 | |||
| Amount due to a related party | 8,000 | |||
| Income tax payable | 28,698 | |||
| Lease liability | (42,000 | ) | ||
| Net cash provided by operating activities | $ | 178,822 | ||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | $ | 178,822 | ||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | $ | 498,613 | ||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 677,435 | ||
| SUPPLEMENTARY CASH FLOW INFORMATION | ||||
| Interest paid | $ | 45,600 | ||
See notes to financial statements.
F-6
RAWRR INC.
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES
Rawrr Inc. (“Rawrr” or the “Company”) was incorporated under the laws of the state of California on August 19, 2020. Rawrr operates as a specialized new energy technology enterprise focused on the research, development, design, and global distribution of high-performance electric off-road motorcycles. The Company is the owner of the U.S. brand “Rawrr.”
NOTE 2 - LIQUIDITY
The Company had a working capital surplus of $25,607 as of December 31, 2025. As of December 31, 2025, the Company’s cash and cash equivalents were $677,435.
The Company’s primary need for liquidity stems from its need to fund working capital requirements of the Company’s businesses, its capital expenditures and its general operations, including debt repayment. The Company has historically financed its operations through short-term and long-term commercial loans, as well as its ongoing operating activities by using funds from operations, external credit or financing arrangements.
NOTE 3 - BASIS OF PRESENTATION
The Company’s financial statements and notes are the representations of the Company’s management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States and have been consistently applied in the Company’s presentation of its financial statements.
NOTE 4 - USE OF ESTIMATES
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements primarily include, but are not limited to, allowance for doubtful accounts, lower of cost and net realizable value of inventory as well as assessment for impairment of long-lived assets.
Management bases the estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates.
F-7
NOTE 5 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Fair Value of Financial Instruments
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the input used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1 — defined as observable inputs such as quoted prices in active markets;
Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3 — defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, other receivables, accounts payable, other payables and accrued liabilities, amount due to a related party, short-term loans, and long-term loans.
The carrying value of cash and cash equivalents, accounts receivable, other receivables, accounts payable, other payables and accrued liabilities, amount due to a related party approximate fair value because of the short-term nature of these items. The estimated fair values of short-term and long-term loans were not materially different from their carrying value as presented due to the brief maturities and because the interest rates on these borrowings approximate those that would have been available for loans of similar remaining maturities and risk profiles. As the carrying amounts are reasonable estimates of fair value, these financial instruments are classified within Level 1 of the fair value hierarchy.
(b) Cash and Cash Equivalents
The Company considers highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
(c) Inventories
Inventories are stated at the lower of cost or net realizable value (market value). Cost consists of the amount paid to acquire the vehicle or part. The cost of remaining inventory items is determined on the basis of weighted average.
Net realizable value is based on estimated selling prices, less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.
F-8
(d) Accounts Receivable
Accounts receivable are recognized and carried at net realizable value. The Company establishes provision for doubtful accounts when there is objective evidence that the Company may not be able to collect due amounts. Management reviews the adequacy of the provision for doubtful accounts on an ongoing basis, using historical collection trends and individual account analysis. The provision is based on management’s best estimates of specific losses on individual customer exposures, as well as historical trends of collections. Account balances are charged off against the provision after all means of collection have been exhausted and the likelihood of collection is not probable. An allowance for doubtful accounts is recorded for periods in which the Company determines credit losses are probable. In order to measure expected credit losses of the accounts receivable, the Company’s policy is to adopt an aging method by reviewing and analyzing the aging of each customer, especially those with aged balances without any movement, and then assessing their financial conditions and payment plans. On top of the aging analysis, the Company also considers the nature and background of the customers and the probability of recovery of the receivables. Accounts are written off after exhaustive collection efforts. If accounts receivable are to be provided for, or written off, they are recognized in the statement of operations within the operating expenses line item. If accounts receivable previously written off are recovered in a later period or when facts subsequently become available to indicate that the amount provided as an allowance for doubtful accounts was incorrect, an adjustment is made to restate allowance for doubtful accounts.
The Company has agreements or purchase orders signed with customers stating payment terms based on the scale of sales and background of the customers. As of December 31, 2025, the Company had $94,919 of allowance for doubtful accounts, as per the Company management’s judgment based on their best knowledge. The Company conducts annual assessments of the state of the Company’s outstanding receivables and reserves any allowance for doubtful accounts if it becomes necessary.
The table below summarizes the aging of the accounts receivable as of December 31, 2025.
| Aging of accounts receivable as of December 31, 2025 | Outstanding balance | Subsequent collection(1) | ||||||
| 1 to 90 days | $ | 59,207 | $ | 47,446 | ||||
| 91 to 180 days | 104,891 | 31,908 | ||||||
| Over 180 days | 88,299 | 5,797 | ||||||
| Over one year | 34,265 | 301 | ||||||
| Over two years | 60,654 | 3,650 | ||||||
| Total | $ | 347,316 | $ | 89,102 | ||||
| (1) | The Company reviewed subsequent collections through July 9, 2026. |
(e) Property, Plant and Equipment, net
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is calculated over the asset’s estimated useful life, using the double-declining balance method. Estimated useful lives are as follows:
| Motor vehicles | 5 years |
The costs and related accumulated depreciation of assets sold or otherwise retired are eliminated from the Company’s accounts and any gain or loss is included in the statements of income. The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.
F-9
(f) Revenue Recognition
The Company applies ASC Topic 606 for revenue recognition. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company generates revenue through the sales of electric off-road motorcycles. The revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product or the control of the promised services. Control is typically deemed to have been transferred to the customer when the performance obligation is fulfilled, usually at the time of delivery, at the net sales price (transaction price). Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
(g) Income Taxes
The Company accounts for income tax using an asset and liability approach, which allows for the recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred income taxes are recognized for differences between the financial reporting and tax bases of assets and liabilities at enacted tax rates in effect for the years in which the differences are expected to be reversed. The accounting for deferred tax calculation represents the Company management’s best estimate of the most likely future tax consequences of events that have been recognized in our financial statements or tax returns and related future anticipation. A valuation allowance is recorded to reduce the deferred tax assets to an amount that is more likely than not to be realized after considering all available evidence, both positive and negative.
(h) Segments
In accordance with ASC 280-10, Segment Reporting, the Company’s chief operating decision maker (“CODM”), identified as the Company’s Chief Executive Officer, relies upon the results of operations as a whole when making decisions about allocating resources and assessing the performance of the Company. As a result of the assessment made by CODM, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. As the Company’s long-lived assets are substantially located in the USA, no geographical segments are presented. See Note 18 for further details on operating segments.
(i) Leases
Under ASC Topic 842, the Company determines if an arrangement is a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for the operating lease, the Company generally uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating lease right-of-use (“ROU”) assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are generally recognized based on the amount of the initial measurement of the operating lease liabilities. Lease expense is recognized on a straight-line basis over the lease term.
Lease terms used to compute the present value of lease payments do not include any option to extend, renew, or terminate the lease that the Company is not reasonably certain to exercise upon the lease inception. Accordingly, operating lease right-of-use assets and liabilities do not include leases with a lease term of 12 months or less.
F-10
(j) Related Parties
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company, and other parties which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
NOTE 6 - NEW ACCOUNTING PRONOUNCEMENTS
Accounting Pronouncements Adopted
The Company does not believe recently issued accounting standards, if currently adopted, would have a material effect on the balance sheet, statement of operations and cash flows.
Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Income Statement-Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2027 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements and related disclosures.
NOTE 7 - CONCENTRATIONS
(a) Customers
For the year ended December 31, 2025, no customer accounted for more than 10% of the Company’s revenue.
As of December 31, 2025, two customers accounted for 12.5% and 11.2% of the Company’s accounts receivable, respectively.
(b) Suppliers
For the year ended December 31, 2025, one supplier accounted for 96.8% of the Company’s purchases.
As of December 31, 2025, one supplier accounted for 96.5% of the Company’s accounts payable.
NOTE 8 - EARNINGS PER SHARE
The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share (“Diluted EPS”). Basic earnings per share are computed using the weighted average number of shares outstanding during the reporting period. Diluted earnings per share represent basic earnings per share adjusted to include the potentially dilutive effect of outstanding stock options and warrants (using the treasury stock method).
Diluted earnings per share includes the effect from potential issuance of ordinary shares. There were no potentially dilutive share to be issued during the year ended December 31, 2025.
F-11
NOTE 9 - ACCOUNTS RECEIVABLE, NET
Accounts receivable are summarized as follows:
| December 31, | ||||
| 2025 | ||||
| Accounts receivable | $ | 347,316 | ||
| Less: allowance for doubtful accounts | (94,919 | ) | ||
| Accounts receivable, net | $ | 252,397 | ||
The following table sets forth the movement of provision for doubtful accounts:
| Allowance for Doubtful Accounts | ||||
| BALANCE AT DECEMBER 31, 2024 | $ | 124,599 | ||
| Provision | 21,077 | |||
| Recovery | (8,471 | ) | ||
| Write off | (42,286 | ) | ||
| BALANCE AT DECEMBER 31, 2025 | $ | 94,919 | ||
NOTE 10 - INVENTORIES
Inventories are summarized as follows:
| December 31, | ||||
| 2025 | ||||
| Finished goods | $ | 4,369,363 | ||
NOTE 11 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, 2025 consisted of the following:
| December 31, | ||||
| 2025 | ||||
| At cost: | ||||
| Motor vehicles | $ | 81,061 | ||
| Less: Accumulated depreciation | (59,057 | ) | ||
| Property, plant and equipment, net | $ | 22,004 | ||
Depreciation expenses for the year ended December 31, 2025 were $13,122.
F-12
NOTE 12 — OTHER PAYABLES AND ACCRUED EXPENSES
Other payables and accrued expenses consist of the following:
| December 31, 2025 | ||||
| Customer deposit | $ | 107,781 | ||
| Other payables | 498,260 | |||
| Total | $ | 606,041 | ||
NOTE 13 — LOANS
Loans borrowings consist of the following:
| Provider | Issuance Date | Maturity Date | Interest rate | December 31, 2025 | ||||||||
| Short-term | ||||||||||||
| Jass Motorsports Inc | December 20, 2023 | December 31, 2026 | 4.8 | % | 949,910 | |||||||
| Long-term | ||||||||||||
| Xinghua Qi | December 19, 2023 | December 31, 2027 | 5.0 | % | 1,000,000 | |||||||
| Total loans | $ | 1,949,910 | ||||||||||
Short-term loans
The full balance of $949,910 short-term loans relates to an unsecured promissory note entered into with Jass Motorsports on December 20, 2023, with an original maturity date of December 20, 2024. Total interest expense recognized for short-term loans during the period was $45,600. Subsequent to year end, the maturity date was extended from December 20, 2024 to December 31, 2026, pursuant to the loan extension agreement entered between the Company and the Lender on July 30, 2026. See Note 19, Subsequent Events.
Long-term loans
The full balance of $1,000,000 long-term loans relates to an unsecured promissory note entered into with Xinghua Qi on December 19, 2023, with an original maturity date of December 18, 2024. Total interest expense recognized for long-term loans during the period was $50,000.
As of December 31, 2024, Xinghua Qi was a 50% shareholder of ACES Holding LLC. ACES Holding LLC was a 25% shareholder of Rawrr. As such, Xinghua Qi indirectly held 12.5% equity interest in Rawrr.
On July 10, 2025, all of ACES Holding LLC’s shares in Rawrr were transferred to other entities. Therefore, ACES Holding LLC was no longer a related party of the Company as of December 31, 2025.
Subsequent to year end, the maturity date was extended from December 18, 2024 to December 31, 2027, pursuant to the loan extension agreement entered between the Company and the Lender on July 30, 2026. See Note 19, Subsequent Events.
F-13
NOTE 14 — RELATED PARTY BALANCES AND TRANSACTIONS
(a) Transactions with a related party
Transactions with a related party consist of the following:
| Name | Nature | Year Ended December 31, 2025 | ||||
| Fantastic 78 Inc. (i) | Assembling Service | $ | 89,785 | |||
| Customer Services | 88,000 | |||||
| Rent & Lease | 42,000 | |||||
| Total | 219,785 | |||||
(b) Balance with related party
Amount due to a related party consists of the following:
| Name | December 31, 2025 | |||
| Amount due to a related party: | ||||
| Fantastic 78 Inc. (i) | $ | 8,000 | ||
| Total | $ | 8,000 | ||
The balance due to a related party is unsecured, interest-free, and due upon receipt of invoice. Based on the repayment terms, the balance is classified as a current liability.
| (i) | Fantastic 78 Inc. is managed by Mr. Kevin Ma as the Director, CEO, and CFO. Mr. Kevin Ma is an 11% shareholder of the Company as of December 31, 2025. |
| (c) | Other Related Parties |
The Company has a $1,000,000 long-term loan due to Xinghua Qi as of December 31, 2025. As of December 31, 2024, Xinghua Qi was a 50% shareholder of ACES Holding LLC. ACES Holding LLC was a 25% shareholder of Rawrr. As such, Xinghua Qi indirectly held 12.5% equity interest in Rawrr. On July 10, 2025, all of ACES Holding LLC’s shares in Rawrr were transferred to other entities. Therefore, ACES Holding LLC was no longer a related party of the Company as of December 31, 2025. Of the total interest expense recognized of $50,000 as of December 31, 2025, $26,164 was interest related to the related party incurred in the period prior to ACES Holding LLC transferring its shares of the Company on July 10, 2025. See Note 13, Loans.
NOTE 15 — LEASES
The Company has entered into a lease for office accommodation, with a term of 46 months from February 2, 2023 to December 3, 2026. As of December 31, 2025, the remaining lease term is approximately 11 months, and average annual lease payment is $42,000. The Company recorded operating lease assets and operating lease liabilities on February 2, 2023 and a discount rate of 7.75%. The lessor under this office lease is a related party of the Company. The related party relationship and this lease transaction are also disclosed in Note 14.
F-14
The following table provides a summary of leases as of December 31, 2025:
| Assets/Liabilities | December 31, 2025 | |||
| Assets | ||||
| Right-of-use assets | $ | 37,288 | ||
| Liabilities | ||||
| Lease liability – current | $ | 37,288 | ||
| Lease liability – non-current | - | |||
| Total | $ | 37,288 | ||
The operating lease expenses for the year ended December 31, 2025 were as follows:
| Lease Expense | December 31, 2025 | |||
| Operating lease cost paid excluding short-term lease expense | $ | 42,000 | ||
Maturities of operating lease liabilities as of December 31, 2025 were as follows:
| Maturity of Lease Liabilities | Operating Leases | |||
| 12 months ending December 31, | ||||
| 2026 | $ | 37,288 | ||
| 2027 | - | |||
| Total lease payments | 37,288 | |||
NOTE 16 - TAXES
The Company is subject to U.S. federal corporate income tax, and also the applicable California corporate tax rate. Income tax expense for the year ended December 31, 2025 is summarized as follows:
| For Year Ended December 31, 2025 | ||||
| Current: | ||||
| Federal: | $ | 28,698 | ||
| State: | - | |||
| Deferred: | ||||
| Federal | - | |||
| State: | - | |||
| Income tax expense | $ | 28,698 | ||
F-15
Under ASC 740 guidance relating to uncertain tax positions, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2025, the Company did not have any liability for unrecognized tax benefits.
As of December 31, 2025, the company had a net operating loss (“NOL”) carryforward of approximately $0.55 million available to reduce future taxable income, if any, for income tax purposes. As of December 31, 2025, the Company has recorded an allowance for the NOL carryforwards.
The Company files income tax returns with the U.S. Internal Revenue Service (“IRS”) and those states where the Company has operations. The Company is subject to U.S. federal or state income tax examinations by the IRS and relevant state tax authorities. During the periods open to examination, the Company has net operating loss carry forwards (“NOLs”) for income tax purposes that have attributes from closed periods. Since these NOLs may be utilized in future periods, they remain subject to examination. As of December 31, 2025, the Company was not aware of any pending income tax examinations by U.S. tax authorities. The Company records interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2025, the Company has no accrued interest or penalties related to uncertain tax positions.
NOTE 17 - COMMITMENTS AND CONTINGENCIES
On February 21, 2025, two individual claimants filed a civil lawsuit against Rawrr in the Superior Court of California, County of Los Angeles. The plaintiffs allege general negligence and loss of consortium related to an e-motorcycle incident. The Company believes it has meritorious defenses to the claims asserted and intends to defend the litigation vigorously while simultaneously evaluating and exploring reasonable settlement opportunities. The matter is currently in the discovery phase, and no amounts have been recorded for any potential liability. The Company believes that given the inherent uncertainties of litigation and because discovery is still ongoing, it is not possible at this time to evaluate the likelihood of an unfavorable outcome or to reasonably estimate the amount or range of any potential loss associated with this matter.
On February 27, 2025, a group of claimants filed a lawsuit against Rawrr, Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida. The plaintiffs allege claims of negligence, breach of implied warranty of merchantability, and products liability arising from an e-bike battery that allegedly caused a fire. The Company is actively contesting the lawsuit and intends to defend vigorously. While mediation has been discussed, it is not yet scheduled. No amounts have been accrued for any potential liability. The Company believes that the likelihood of loss is reasonably possible at this time. Although the exact loss is not finalized due to pending discovery and upcoming depositions, an estimate of the potential exposure can be made. The estimated loss is $1,527,163 claimed by plaintiffs, and $694,227 in subrogation.
F-16
NOTE 18 - SEGMENT REPORTING
The Company has one operating segment. The Company’s revenue and long-lived assets are primarily derived from and located in the U.S.
The following table sets forth disaggregation of revenue:
| Year Ended December 31, 2025 | ||||
| Sales Revenue | ||||
| Primary geographical markets | ||||
| U.S. | $ | 15,656,224 | ||
| Major products and services | ||||
| Off-road vehicles and associated parts | $ | 15,656,224 | ||
| Timing of revenue recognition | ||||
| Products transferred at a point in time | $ | 15,656,224 | ||
NOTE 19 - SUBSEQUENT EVENTS
The Company evaluated subsequent events from [December 31, 2025 through September 25, 2026] which is the date the financial statements were issued and concluded that no subsequent events have occurred that would require recognition or disclosure in the financial statements other than as disclosed below.
Rawrr was acquired by Kandi Technologies Group, Inc., with the acquisition announced on December 11, 2025. Pursuant to the resolution on September 30, 2025, the board of directors of the Kandi Technologies Group, Inc. approved issuance of 17.7 million of its ordinary shares with par value of $0.001 each to shareholders of Rawrr for an aggregate amount of $23.9 million at a price of $1.35 per share. The closing was completed on February 6, 2026.
Subsequent to December 31, 2025, the Company extended two loans, signed July 30, 2026. These extensions related to $1,000,000 and $949,910 of loans with maturity dates extended from December 18, 2024 to December 31, 2027, and December 20, 2024 to December 31, 2026, respectively.
F-17
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF
KANDI TECHNOLOGIES GROUP, INC.
Description of the Rawrr Transaction
On December 5, 2025, Kandi Technologies Group, Inc. (“Kandi” or the “Company”) entered into a share transfer agreement (the “Share Transfer Agreement”) with shareholders (“Sellers”) of Rawrr Inc. (the “Target Company,” “Target Subsidiary,” or “Rawrr”), a California corporation.
The Target Subsidiary operates as a specialized new energy technology enterprise focused on the research, development, design, and global distribution of high-performance electric off-road motorcycles. Its flagship product, the Rawrr electric off-road motorcycle, features high power output, superior off-road performance, and proprietary design patents. The product has gained traction in European and American markets, driven by its performance, design, and reliability. Rawrr continues to invest in core technologies including electric drive systems, battery range optimization, and advanced suspension and braking systems. The Target Subsidiary recorded approximately $15.66 million of revenue over its most recent financial year ended December 31, 2025.
Pursuant to the Share Transfer Agreement, the Sellers conditionally agreed to sell, and the Company conditionally agreed to acquire, the entire issued share capital of the Target Company (the “Acquisition” or the “Transaction”), for a consideration of $23.9 million, payable in the form of ordinary shares, with a par value of $0.001 per share, of the Company (the “Ordinary Shares”). The accounting consideration is the acquisition date fair value which is measured at a negotiated transfer price of $23.9 million, settled through the issuance of 17,700,000 ordinary shares; for accounting purposes the consideration is measured at the acquisition date fair value of those shares ($18,939,000, based on the February 6, 2026 closing price of $1.07. On February 6, 2026, the Company issued 17.7 million Ordinary Shares at a price of $1.07 per share, which was the average closing prices of the Ordinary Shares on Nasdaq Stock Market during the ten (10) trading-day period immediately preceding the agreed reference date of September 24, 2025. Kenny Hu, director and Chairman of the board of Rawrr, is son of Xiaoming Hu, a director of the Company and beneficial owner of 14,426,481 Ordinary Shares. The audit committee of the Company and the board of directors has assessed and approved the Acquisition.
The following unaudited pro forma condensed combined financial statements should be read in conjunction with (i) the historical financial statements and accompanying notes of Kandi included in the Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on April 28, 2026, (ii) the financial statements of Rawrr for the year ended December 31, 2025, included as an Exhibit 99.1 to the Report of foreign private issuers on Form 6-K to which this Exhibit is attached (the “Report”), and (iii) the accompanying notes to the unaudited pro forma condensed combined financial statements included below.
The Unaudited Pro Forma Condensed Combined Financial Statements
The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of Kandi and Rawrr as of December 31, 2025, and depicts the accounting of the Transaction under U.S. generally accepted accounting principles (“GAAP”) (such accounting adjustments, the “pro forma balance sheet transaction accounting adjustments”). The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025, combines the historical results of Kandi and Rawrr for the periods and depicts the pro forma balance sheet transaction accounting adjustments assuming that those adjustments were made as of December 31, 2025 (the “pro forma statement of operations transaction accounting adjustments”). Collectively, the pro forma balance sheet transaction accounting adjustments and the pro forma statement of operations transaction accounting adjustments are referred to as the “pro forma adjustments.” In addition to the pro forma adjustments, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 have been adjusted to reflect certain adjustments identified by management as necessary to fairly present the pro forma information included herein (the “management pro forma adjustments”).
The following unaudited pro forma condensed combined financial statements are provided for illustrative and informational purposes only and do not purport to represent or be indicative of the actual results of operations or financial condition and should not be construed as representative of the future results of operations or financial condition of Kandi and Rawrr (the “Combined Company”).
The unaudited pro forma condensed combined financial information is based on the assumptions and pro forma adjustments that are described in the accompanying notes. The pro forma adjustments do not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Transaction occurred on the dates indicated. Differences between these preliminary estimates and the final accounting may occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma condensed combined financial information is not necessarily indicative of the financial position or results of operations in the future periods or the result that actually would have been realized had Kandi and Rawrr been a combined organization during the specified periods. The actual results reported in periods following the Closing may differ significantly from those reflected in the unaudited condensed combined pro forma financial information presented herein for a number of reasons, including, but not limited to, differences in the assumptions used to prepare this unaudited pro forma condensed combined financial information.
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared by management of Kandi and management of Rawrr in accordance with Regulation S-X Article 11, “Pro Forma Financial Information,” as amended by the final rule, “Amendments to Financial Disclosures About Acquired and Disposed Businesses,” as adopted by the U.S. Securities and Exchange Commission (the “SEC”) on May 21, 2020 (“Article 11”), and is presented in U.S. dollars. The historical financial statements of Kandi and Rawrr have been prepared in accordance with generally accepted accounting principles in the United States. Management of Kandi and management of Rawrr have made significant estimates and assumptions in their determination of the pro forma adjustments based on information available as of December 31, 2025 that are believed to be reasonable under the circumstances by each respective management team. The unaudited pro forma condensed combined financial information does not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Transaction occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
2
Pro Forma Adjustments
The pro forma adjustments are based on the management of Kandi’s and the management of Rawrr’s preliminary estimates and assumptions that are subject to change.
Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2025
(Unaudited)
| Historical | Pro Forma | Pro Forma | |||||||||||||||
| Kandi | Rawrr | Adjustments | Note | Combined | |||||||||||||
| CURRENT ASSETS | |||||||||||||||||
| Cash and cash equivalents | $ | 35,531,096 | $ | 677,435 | - | $ | 36,208,531 | ||||||||||
| Restricted cash | 93,495,277 | - | - | 93,495,277 | |||||||||||||
| Certificate of deposit | 82,917,554 | - | - | 82,917,554 | |||||||||||||
| Accounts receivable | 22,478,579 | 252,397 | - | 22,730,976 | |||||||||||||
| Inventories | 26,360,506 | 4,369,363 | - | 30,729,869 | |||||||||||||
| Notes receivable | 183,230 | - | - | 183,230 | |||||||||||||
| Other receivables | 32,805,705 | 49,155 | - | 32,854,860 | |||||||||||||
| Prepayments and prepaid expense | 2,613,301 | 6,000 | - | 2,619,301 | |||||||||||||
| Advances to suppliers | 4,692,318 | - | - | 4,692,318 | |||||||||||||
| TOTAL CURRENT ASSETS | 301,077,566 | 5,354,350 | - | 306,431,916 | |||||||||||||
| NON-CURRENT ASSETS | |||||||||||||||||
| Property, plant and equipment, net | 58,604,740 | 22,004 | - | 58,626,744 | |||||||||||||
| Operating lease right-of-use assets, net | - | 37,288 | - | 37,288 | |||||||||||||
| Intangible assets, net | 318,263 | - | 8,013,060 | 8,331,323 | |||||||||||||
| Land use rights, net | 2,613,115 | - | - | 2,613,115 | |||||||||||||
| Construction in progress | 61,651 | - | - | 61,651 | |||||||||||||
| Deferred tax assets | 2,762,416 | - | - | 2,762,416 | |||||||||||||
| Long-term investment | 1,856,536 | - | - | 1,856,536 | |||||||||||||
| Goodwill | 22,491,482 | - | 10,925,940 | (a) | 33,417,422 | ||||||||||||
| Other long-term assets | 9,876,537 | - | - | 9,876,537 | |||||||||||||
| TOTAL NON-CURRENT ASSETS | 98,584,740 | 59,292 | 10,925,940 | 117,583,032 | |||||||||||||
| TOTAL ASSETS | $ | 399,662,306 | $ | 5,413,642 | $ | 10,925,940 | $ | 424,014,948 | |||||||||
| CURRENT LIABILITIES | |||||||||||||||||
| Accounts payable | $ | 22,106,022 | $ | 3,698,806 | - | $ | 25,804,828 | ||||||||||
| Other payables and accrued expenses | 51,744,834 | 606,041 | - | 52,350,875 | |||||||||||||
| Short-term loans | 30,750,924 | 949,910 | - | 31,700,834 | |||||||||||||
| Notes payable | 16,477,037 | - | - | 16,477,037 | |||||||||||||
| Income tax payable | 1,103,942 | 28,698 | - | 1,132,640 | |||||||||||||
| Amounts due to related parties | - | 8,000 | - | 8,000 | |||||||||||||
| Lease liabilities, current | - | 37,288 | - | 37,288 | |||||||||||||
| Other current liabilities | 6,233,456 | - | - | 6,233,456 | |||||||||||||
| TOTAL CURRENT LIABILITIES | 128,416,215 | 5,328,743 | - | 133,744,958 | |||||||||||||
| NON-CURRENT LIABILITIES | |||||||||||||||||
| Long-term loans | - | 1,000,000 | - | 1,000,000 | |||||||||||||
| Deferred taxes liability | 857,370 | - | - | 857,370 | |||||||||||||
| Other long-term liabilities | 328,373 | - | - | 328,373 | |||||||||||||
| TOTAL NON-CURRENT LIABILITIES | 1,185,743 | 1,000,000 | - | 2,185,743 | |||||||||||||
| TOTAL LIABILITIES | 129,601,958 | 6,328,743 | - | 135,930,701 | |||||||||||||
| STOCKHOLDER’S EQUITY | |||||||||||||||||
| Ordinary Shares, $0.001 par value; 100,000,000 shares authorized; 84,782,499 shares issued and 82,705,365 outstanding as of December 31,2025 | 84,782 | - | 17,700 | (b) | 102,482 | ||||||||||||
| Less: Treasury stock (2,077,134 shares with average price of $2.11 as of December 31, 2025) | (4,385,882 | ) | - | - | (4,385,882 | ) | |||||||||||
| Additional paid-in capital | 470,810,948 | - | 18,006,199 | (b) | 488,817,147 | ||||||||||||
| Accumulated deficit | (160,712,269 | ) | (915,101 | ) | 915,101 | (c) | (160,712,269 | ) | |||||||||
| Accumulated other comprehensive loss | (35,736,487 | ) | - | - | (35,736,487 | )) | |||||||||||
| TOTAL KANDI TECHNOLOGIES GROUP, INC. STOCKHOLDERS’ EQUITY | 270,061,092 | (915,101 | ) | 18,939,000 | 288,084,991 | ||||||||||||
| Non-controlling interests | (744 | ) | - | - | (744 | ) | |||||||||||
| TOTAL STOCKHOLDERS’ EQUITY | 270,060,348 | (915,101 | ) | 18,939,000 | 288,084,247 | ||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 399,662,306 | $ | 5,413,642 | $ | 18,939,000 | $ | 424,014,948 | |||||||||
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
3
Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2025
(Unaudited)
| Historical | Pro Forma | Pro Forma | ||||||||||||||||||
| Kandi | Rawrr | Adjustments | Note | Combined | ||||||||||||||||
| REVENUES, NET | $ | 87,439,981 | $ | 15,656,224 | - | $ | 103,096,205 | |||||||||||||
| COST OF GOODS SOLD | (50,148,318 | ) | (11,346,212 | ) | - | (61,494,530 | ) | |||||||||||||
| GROSS PROFIT | 37,291,663 | 4,310,012 | - | 41,601,675 | ||||||||||||||||
| OPERATING EXPENSE: | ||||||||||||||||||||
| Research and development | (7,621,559 | ) | - | - | (7,621,559 | ) | ||||||||||||||
| Selling and marketing | (16,674,434 | ) | (1,620,806 | ) | - | (18,295,240 | ) | |||||||||||||
| General and administrative | (54,392,589 | ) | (2,773,097 | ) | - | (57,165,686 | ) | |||||||||||||
| Impairment of goodwill | (9,716,799 | ) | - | - | (9,716,799 | ) | ||||||||||||||
| Impairment of long-lived assets | (6,061,289 | ) | - | - | (6,061,289 | ) | ||||||||||||||
| TOTAL OPERATING EXPENSE | (94,466,670 | ) | (4,393,903 | ) | - | (98,860,573 | ) | |||||||||||||
| LOSS FROM OPERATIONS | (57,175,007 | ) | (83,891 | ) | - | (57,258,898 | ) | |||||||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||||||
| Interest income | 8,690,914 | - | - | 8,690,914 | ||||||||||||||||
| Interest expense | (1,886,319 | ) | (95,600 | ) | - | (1,981,919 | ) | |||||||||||||
| Government grants | 1,873,209 | - | - | 1,873,209 | ||||||||||||||||
| Other (loss) income, net | (43,135,872 | ) | 574,649 | - | (42,561,223 | ) | ||||||||||||||
| TOTAL OTHER INCOME, NET | (34,458,068 | ) | 479,049 | - | (33,979,019 | ) | ||||||||||||||
| (LOSS) INCOME BEFORE INCOME TAXES | (91,633,075 | ) | 395,158 | - | (91,237,917 | ) | ||||||||||||||
| INCOME TAX EXPENSE | (3,936,867 | ) | (28,698 | ) | - | (3,965,565 | ) | |||||||||||||
| NET (LOSS) INCOME | (95,569,942 | ) | 366,460 | - | (95,203,482 | ) | ||||||||||||||
| LESS: NET (LOSS) INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (1,685,969 | ) | - | - | (1,685,969 | ) | ||||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO KANDI TECHNOLOGIES GROUP, INC. STOCKHOLDERS | (93,883,973 | ) | 366,460 | - | (93,517,513 | ) | ||||||||||||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||||||
| Foreign currency translation adjustment | 12,360,728 | - | - | 12,360,728 | ||||||||||||||||
| COMPREHENSIVE LOSS | $ | (83,209,214 | ) | $ | 366,460 | - | $ | (82,842,754 | ) | |||||||||||
| WEIGHTED AVERAGE SHARES OUTSTANDING BASIC | 83,611,267 | - | - | 83,611,267 | ||||||||||||||||
| WEIGHTED AVERAGE SHARES OUTSTANDING DILUTED | 83,611,267 | - | - | 83,611,267 | ||||||||||||||||
| NET (LOSS) INCOME PER SHARE, BASIC | $ | (1.14 | ) | - | - | $ | (1.14 | ) | ||||||||||||
| NET (LOSS) INCOME PER SHARE, DILUTED | $ | (1.14 | ) | - | - | $ | (1.14 | ) | ||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO KANDI TECHNOLOGIES GROUP, INC. STOCKHOLDERS PER SHARE, BASIC | $ | (1.12 | ) | - | - | $ | (1.12 | ) | ||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO KANDI TECHNOLOGIES GROUP, INC. STOCKHOLDERS PER SHARE, DILUTED | $ | (1.12 | ) | - | - | $ | (1.12 | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
4
1. Basis of Presentation
The unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of Kandi and the historical financial statements of Rawrr, after giving effect to the Transaction using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, (“ASC 805”) and applying the assumptions and adjustments described in the accompanying notes.
2. Accounting Policies
Other than the accounting policies disclosed below, no other material differences were noted between Kandi’s and Rawrr’s accounting policies. Following the Closing, a more detailed review and comparison of the two companies’ accounting policies will be performed. As a result, additional differences between the accounting policies of the two companies may be identified that, when conformed, could have had a material impact on the accompanying unaudited pro forma condensed combined financial information.
Property, Plant and Equipment, net
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is calculated over the asset’s estimated useful life, using the double-declining balance method. Estimated useful lives are as follows:
| Motor vehicles | 5 years |
The costs and related accumulated depreciation of assets sold or otherwise retired are eliminated from the Target Company’s accounts and any gain or loss is included in the statements of income. The cost of maintenance and repairs is charged to expenses as incurred, whereas significant renewals and betterments are capitalized.
Revenue Recognition
The Company applies ASC Topic 606 for revenue recognition. The Company recognizes revenue when goods or services are transferred to customers in an amount that reflects the consideration which it expects to receive in exchange for those goods or services. In determining when and how revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Target Company generates revenue through the sales of electric off-road motorcycles. The revenue is recognized at a point in time once the Target Company has determined that the customer has obtained control over the product or the control of the promised services. Control is typically deemed to have been transferred to the customer when the performance obligation is fulfilled, usually at the time of delivery, at the net sales price (transaction price). Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
5
3. Preliminary Purchase Consideration Allocation
On December 5, 2025, Kandi entered into the Share Transfer Agreement with Sellers to acquire all the share capital of Rawrr, at a consideration of $23.9 million, payable in the form of the Ordinary Shares.
For purposes of the preliminary allocation, the estimated fair values of the identifiable assets and liabilities of Rawrr, identifiable intangible assets at their estimated acquisition-date fair values, and goodwill included under the table below were determined based on an evaluation date of January 31, 2026. The Transaction was consummated on February 6, 2026 (the “Closing”). Consideration transferred is measured at the acquisition-date (February 6, 2026) fair value of the shares issued, while identifiable net assets are measured using the January 31, 2026 valuation as a practical approximation of their fair values, with no material changes in the gap period
| Assets acquired | ||||
| Cash and cash equivalents | $ | 399,830 | ||
| Accounts receivable | 239,245 | |||
| Inventories | 4,565,809 | |||
| Other receivables | 30,139 | |||
| Prepayments and prepaid expense | 6,000 | |||
| Property and equipment, net | 22,004 | |||
| Operating lease right-of-use assets, net | 34,006 | |||
| Total assets | 5,297,033 | |||
| Total liabilities assumed | ||||
| Accounts payable | (3,769,614 | ) | ||
| Other payables and accrued expenses | (493,745 | ) | ||
| Short-term loans | (949,910 | ) | ||
| Income tax payable | (28,698 | ) | ||
| Amounts due to related parties | (8,000 | ) | ||
| Lease liabilities, current | (34,006 | ) | ||
| Long-term loans | (1,000,000 | ) | ||
| Net assets acquired | (986,940 | ) | ||
| Identifiable intangible assets | ||||
| Customer relationship | 4,000,000 | |||
| Intellectual property | 5,000,000 | |||
| Net assets | 8,013,060 | |||
| Purchase consideration | 18,939,000 | |||
| Goodwill | $ | 10,925,940 | ||
4. Pro Forma Adjustments
The pro forma adjustments are based on the management of Kandi’s and the management of Rawrr’s preliminary estimates and assumptions. Actual results may differ significantly from such preliminary estimates and assumptions.
The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2025 are as follows:
| (a) | To reflect goodwill. |
| (b) | To reflect the acquisition consideration of $18,939,000, representing 17,700,000 ordinary shares issued measured at the acquisition-date (February 6, 2026) fair value of $1.07 per share ($17,700 to ordinary shares and $18,921,300 to additional paid-in capital) |
| (c) | Elimination on combination. |
6