LUD 6-K
Luda Technology Group Ltd (LUD)
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number: 001-42289
Luda Technology Group Limited
Rooms 1604-1605, 16/F, YF Life Centre
38 Gloucester Road, Wanchai
Hong Kong
(Address of principal executive office)
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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Other Information
Attached hereto as Exhibit 99.1 are the unaudited condensed consolidated financial statements of Luda Technology Group Limited (“Luda” or the “Company”) as of June 30, 2025 and for the six months ended June 30, 2025 and 2024; and attached hereto as Exhibit 99.2 is the management’s discussion and analysis of financial condition and results of operations of the Company.
Exhibits
1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Luda Technology Group Limited | ||
| By: | /s/ Ma Biu | |
| Name: | Ma Biu | |
| Title: | Chief Executive Officer | |
Date: December 19, 2025
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Exhibit 99.1
LUDA TECHNOLOGY GROUP LIMITED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2025 (UNAUDITED) AND DECEMBER 31, 2024
(in U.S. dollar, except share data)
| June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | Unaudited | |||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 6,164,195 | $ | 8,132,655 | ||||
| Restricted cash | 187,039 | 200,517 | ||||||
| Accounts receivable, net | 16,237,596 | 13,165,058 | ||||||
| Notes receivable, net | 761,908 | 381,878 | ||||||
| Prepayments and other current assets, net | 501,750 | 479,613 | ||||||
| Advance to suppliers | 144,844 | 33,043 | ||||||
| Inventories, net | 3,950,757 | 4,868,035 | ||||||
| Inventories to be returned | 497,956 | 939,404 | ||||||
| Deferred costs | - | 671,321 | ||||||
| Contract assets, current, net | 614,528 | 1,591,188 | ||||||
| Investment in equity securities | 10,841,901 | 1,390,475 | ||||||
| Total Current Assets | $ | 39,902,474 | $ | 31,853,187 | ||||
| Non-current assets | ||||||||
| Property, plant and equipment, net | $ | 5,119,205 | $ | 5,124,432 | ||||
| Intangible assets, net | 704,333 | 701,154 | ||||||
| Deferred tax assets | 631,503 | 552,966 | ||||||
| Contract assets, non-current, net | 441,299 | 667,456 | ||||||
| Other long-term assets | 275,398 | 406,630 | ||||||
| Total non-current assets | $ | 7,171,738 | $ | 7,452,638 | ||||
| TOTAL ASSETS | $ | 47,074,212 | $ | 39,305,825 | ||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Short-term bank loans | $ | 12,246,465 | $ | 11,675,074 | ||||
| Amounts due to related parties | 1,538 | - | ||||||
| Accounts payable | 10,072,597 | 8,673,801 | ||||||
| Contract liabilities | 199,128 | 221,770 | ||||||
| Other payables and accruals | 2,332,108 | 3,975,334 | ||||||
| Income taxes payable | 1,652 | 1,652 | ||||||
| Refundable liabilities | 634,202 | 1,303,748 | ||||||
| Total current liabilities | $ | 25,487,690 | $ | 25,851,379 | ||||
| Non-current liabilities | ||||||||
| Long-term bank loans | $ | 573,934 | $ | 614,476 | ||||
| Deferred tax liabilities | 179,335 | 176,430 | ||||||
| Total non-current liabilities | $ | 753,269 | $ | 790,906 | ||||
| TOTAL LIABILITIES | $ | 26,240,959 | $ | 26,642,285 | ||||
| COMMITMENTS AND CONTINGENCIES | - | - | ||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary shares, $0.03 (Equivalent to HK$0.25) par value, 4,000,000,000 shares authorized, 22,690,000 shares and 20,000,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | $ | 727,244 | $ | 641,026 | ||||
| Additional paid-in capital | 8,295,213 | - | ||||||
| Statutory reserve | 2,253,177 | 2,253,177 | ||||||
| Retained earnings | 10,951,308 | 11,372,477 | ||||||
| Accumulated other comprehensive loss | (1,393,689 | ) | (1,603,140 | ) | ||||
| TOTAL EQUITY | $ | 20,833,253 | $ | 12,663,540 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 47,074,212 | $ | 39,305,825 | ||||
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LUDA TECHNOLOGY GROUP LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(in U.S. dollar, except share data)
For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| SALES | $ | 17,127,913 | $ | 24,921,364 | ||||
| COST OF SALES | (15,685,040 | ) | (17,900,119 | ) | ||||
| GROSS PROFIT | $ | 1,442,873 | $ | 7,021,245 | ||||
| OPERATING EXPENSES | ||||||||
| Selling expenses | $ | (869,839 | ) | $ | (3,691,182 | ) | ||
| General and administrative expenses | (1,046,452 | ) | (1,451,205 | ) | ||||
| Research and development expenses | (461,613 | ) | (781,171 | ) | ||||
| Total operating expenses | $ | (2,377,904 | ) | $ | (5,923,558 | ) | ||
| (Loss) income from operations | $ | (935,031 | ) | $ | 1,097,687 | |||
| OTHER INCOME | ||||||||
| Interest expenses | $ | (260,379 | ) | $ | (266,816 | ) | ||
| Other income, net | 862,098 | 298,494 | ||||||
| Total other income, net | $ | 601,719 | $ | 31,678 | ||||
| (LOSS) INCOME BEFORE INCOME TAX | $ | (333,312 | ) | $ | 1,129,365 | |||
| INCOME TAX PROVISION | (87,856 | ) | (176,496 | ) | ||||
| NET (LOSS) INCOME | $ | (421,168 | ) | $ | 952,869 | |||
| OTHER COMPREHENSIVE INCOME (LOSS): | ||||||||
| Foreign currency translation adjustment | $ | 209,451 | $ | (457,579 | ) | |||
| Comprehensive (loss) income | $ | (211,717 | ) | $ | 495,290 | |||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING*: | ||||||||
| Basic and diluted | 22,690,000 | 20,000,000 | ||||||
| (Loss) earnings per share: | ||||||||
| Basic and diluted | $ | (0.02 | ) | $ | 0.05 | |||
2
LUDA TECHNOLOGY GROUP LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(in U.S. dollar, except share data)
| Number of Shares | Ordinary Share | Additional paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Statutory Reserve | Retained Earnings | Total Equity | ||||||||||||||||||||||
| Balance at December 31, 2023 | 20,000,000 | $ | 641,026 | $ | - | $ | (1,258,261 | ) | $ | 2,120,769 | $ | 15,243,465 | $ | 16,746,999 | ||||||||||||||
| Net Income | - | - | - | - | - | 952,869 | 952,869 | |||||||||||||||||||||
| Transfer to statutory reserve | - | - | - | - | 132,055 | (132,055 | ) | - | ||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | (457,579 | ) | - | - | (457,579 | ) | |||||||||||||||||||
| Dividends distribution | - | - | - | - | - | (2,108,333 | ) | (2,108,333 | ) | |||||||||||||||||||
| Balance at June 30, 2024 (Unaudited) | 22,000,000 | $ | 641,026 | $ | - | $ | (1,715,840 | ) | $ | 2,252,824 | $ | 13,955,946 | $ | 15,133,956 | ||||||||||||||
| Number of Shares | Ordinary Share | Additional paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Statutory Reserve | Retained Earnings | Total Equity | ||||||||||||||||||||||
| Balance at December 31, 2024 | 20,000,000 | $ | 641,026 | $ | - | $ | (1,603,140 | ) | $ | 2,253,177 | $ | 11,372,477 | $ | 12,663,540 | ||||||||||||||
| Net Loss | - | - | - | - | - | (421,168 | ) | (421,168 | ) | |||||||||||||||||||
| Shares issued in initial public offering | 2,690,000 | 86,218 | 8,295,213 | - | - | - | 8,381,431 | |||||||||||||||||||||
| Transfer to statutory reserve | - | - | - | - | - | - | - | |||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | 209,451 | - | - | 209,451 | |||||||||||||||||||||
| Dividends distribution | - | - | - | - | - | - | - | |||||||||||||||||||||
| Balance at June 30, 2025 (Unaudited) | 22,690,000 | $ | 727,244 | $ | 8,295,213 | $ | (1,393,689 | ) | $ | 2,253,177 | $ | 10,951,309 | $ | 20,833,254 | ||||||||||||||
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Exhibit 99.2
LUDA TECHNOLOGY GROUP LIMITED
Management’s Discussion and Analysis of Financial Condition and Results of Operations
SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO SIX MONTHS ENDED JUNE 30, 2024
(Stated in U.S. dollar (“$”))
Overview
We are a manufacturer and trader of stainless steel and carbon steel flanges and fittings products. We have established an operation history since 2004. We are headquartered in Hong Kong with manufacturing base in Shandong Province of the PRC. Our sales network comprises customers from China, South America, Australia, Europe, Asia (excluding China) and North America and our customers comprise manufacturers and traders from the chemical, petrochemical, maritime and manufacturing industries.
For the six months ended June 30, 2025 (“1H2025”) and 2024 (“1H2024”), total revenue was approximately $17.1 million and $24.9 million, respectively. Our gross profit and net loss were approximately $1.4 million and $0.4 million, respectively, for 1H2025, as compared to our gross profit and net profit of approximately $7.0 million and $1.0 million, respectively, for 1H2024.
Our Operating Segments
We organize and report our business in two operating segments, being (i) Hong Kong Trading; and (ii) PRC Manufacturing. Hong Kong Trading mainly represents trading of flanges and fittings products sourced from suppliers. PRC Manufacturing is the largest business segment of the Company that contributes approximately 75.0% and 86.0% of the total revenue in 1H2025 and 1H2024, respectively and represents trading and manufacturing of our inhouse flanges and fittings products. We present segment information after elimination of inter-company transactions.
For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| — Hong Kong Trading | $ | 4,285,149 | $ | 3,486,695 | ||||
| — PRC Manufacturing | 13,132,709 | 21,723,373 | ||||||
| Elimination of internal transaction | (289,945 | ) | (288,704 | ) | ||||
| Total Revenue | $ | 17,127,913 | $ | 24,921,364 | ||||
| Cost of sales | ||||||||
| — Hong Kong Trading | $ | 3,385,002 | $ | 2,769,495 | ||||
| — PRC Manufacturing | 12,571,446 | 15,490,940 | ||||||
| Elimination of internal transaction | (271,408 | ) | (360,316 | ) | ||||
| Total Cost of sales | $ | 15,685,040 | $ | 17,900,119 | ||||
| Gross Profit | ||||||||
| — Hong Kong Trading | $ | 900,147 | $ | 717,200 | ||||
| — PRC Manufacturing | 561,263 | 6,232,433 | ||||||
| Elimination of internal transaction | (18,537 | ) | 71,612 | |||||
| Total Gross Profit | $ | 1,442,873 | $ | 7,021,245 | ||||
Results of Operations
Comparison of IH2025 and 1H2024
The following table sets forth the consolidated results of our operations for IH2025 and 1H2024, respectively:
For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| SALES | $ | 17,127,913 | $ | 24,921,364 | ||||
| COST OF SALES | (15,685,040 | ) | (17,900,119 | ) | ||||
| GROSS PROFIT | 1,442,873 | 7,021,245 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling expenses | $ | (869,839 | ) | $ | (3,691,182 | ) | ||
| General and administrative expenses | (1,046,452 | ) | (1,451,205 | ) | ||||
| Research and development expenses | (461,613 | ) | (781,171 | ) | ||||
| Total operating expenses | (2,377,904 | ) | (5,923,558 | ) | ||||
| (Loss) income from operations | (935,031 | ) | 1,097,687 | |||||
| OTHER INCOME | ||||||||
| Interest expenses | (260,379 | ) | (266,816 | ) | ||||
| Other income, net | 862,098 | 298,494 | ||||||
| Total other income, net | $ | 601,719 | $ | 31,678 | ||||
| (LOSS) INCOME BEFORE INCOME TAX | $ | (333,312 | ) | $ | 1,129,365 | |||
| INCOME TAX PROVISION | (87,856 | ) | (176,496 | ) | ||||
| NET (LOSS) INCOME | $ | (421,168 | ) | $ | 952,869 | |||
| OTHER COMPREHENSIVE INCOME (LOSS): | ||||||||
| Foreign currency translation adjustment | 209,451 | (457,579 | ) | |||||
| Comprehensive (loss) income | $ | (211,717 | ) | $ | 495,290 | |||
Sales
Revenue decreased by approximately $7.8 million or 31.3% from approximately $24.9 million in 1H2024 to approximately $17.1 million in 1H2025, mainly because of the decrease in sales by PRC Manufacturing segment to customers. Revenue generated by PRC Manufacturing segment represented approximately 75.0% and 86.0% of the total revenue of the Company in 1H2025 and 1H2024, respectively.
Cost of Sales
Cost of sales consists primarily of cost of materials, direct labor costs and overhead costs. Our cost of sales decreased by approximately $2.2 million, or 12.4% in 1H2025 as compared with 1H2024. The decrease was mainly attributed to a reduction in cost of materials, which was in line with the decline in revenue.
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Gross profit
Our total gross profit decreased by approximately $5.6 million or 79.4% from approximately $7.0 million for 1H2024 to approximately $1.4 million for 1H2025. The decrease in total gross profit was driven by the decreases in our gross profit margin. Our gross profit margin decreased from approximately 28.2% in 1H2024 to approximately 8.4% in 1H2025.
Total operating expenses
Selling expenses
Selling expenses represented approximately 5.1% and 14.8% of total sales in 1H2025 and 1H2024, respectively. Selling expenses are mainly sales commissions for bidding consultation, freight expenses and entertainment expenses. The decrease in selling expenses by approximately $2.8 million in 1H2025 was mainly attributable to decrease in sales commissions.
General and administrative expenses
General and administrative expenses are mainly management and office salaries and employee benefits, expected credit loss, depreciation of office furniture and equipment, staff salaries and bonus, transportation and entertainment, statutory audit fees, bank charges and other office expenses incurred. The decrease in general and administrative expenses by approximately $0.4 million in 1H2025 was main attributable to decrease of the allowance of expected credit loss.
Research and Development expenses
Our research and development expenses mainly comprised materials used for research and development, salaries for research employees, contract services and supplies attributable to the development of new products as well as improvements in existing processes. The decrease in research and development expenses by approximately $0.3 million in 1H2025 was mainly attributable to cost-control measures implemented in response to the decline in revenue.
Other income
Other income, net
Other income increased by approximately $0.6 million from approximately $0.3 million for the 1H2024 to approximately $0.9 million for the 1H2025, and such increase was attributable to changes in fair value of investment in equity securities.
Net Income
We recorded a net loss of approximately $0.4 million for the 1H2025, as compared to a net income of approximately $1.0 million for the 1H2024. Such decrease in net income was due to the reasons as discussed above. Net profit margin decreased from approximately 3.8% in 1H2024 to approximately -2.5% in 1H2025.
Safe Harbor Statements
This filing contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as Luda’s strategic and operational plans, contain forward-looking statements. Luda may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Luda’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: changes in political, social and economic conditions, the regulatory environment, laws and regulations and interpretation thereof in the jurisdictions where we conduct business or expect to conduct business; the risk that we may be unable to realize our anticipated growth strategies and expected internal growth; its future business development, results of operations and financial condition; changes in the availability and cost of professional staff which we require to operate our business; changes in customers’ preferences and needs; changes in competitive conditions and our ability to compete under such conditions; changes in our future capital needs and the availability of financing and capital to fund such needs; changes in currency exchange rates or interest rates; projections of revenue, earnings, capital structure and other financial items; changes in our plan to enter into certain new business sectors; and other factors beyond our control. Further information regarding these and other risks is included in Luda’s filings with the SEC. All information provided in this report and in the attachments is as of the date of this report, and Luda undertakes no obligation to update any forward-looking statement, except as required under applicable law.
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