NA 6-K
Nano Labs Ltd (NA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number:
(Exact name of registrant as specified in its charter)
China Yuangu Hanggang Technology Building
509 Qianjiang Road, Shangcheng District,
Hangzhou, Zhejiang, 310000
People’s Republic of China
(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 ☐
EXPLANATORY NOTE
The document attached as Exhibits 99.1 and 99.2 to this Form 6-K is hereby incorporated by reference into the registrant’s registration statements on (1) Form F-3, as amended, initially filed with the Commission on July 9, 2025 (Registration No. 333-288573), (2) Form F-3, as amended, initially filed with the Commission on August 4, 2025 (Registration No. 333-289211), and (3) Form F-1, as amended, including by Post-Effective Amendment No. 3 to Form F-1 on Form F-3 filed with the Commission on September 29, 2025 (Registration No. 333-278977), and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
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 15, 2026 | Nano Labs Ltd | |
| By: | /s/ Jianping Kong | |
| Name: | Jianping Kong | |
| Title: | Chairman and Chief Executive Officer | |
2
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Consolidated Financial Statements as of December 31, 2025 and June 30, 2026 and for the six months ended June 30, 2025 and 2026 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| 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 |
3
Exhibit 99.1
NANO LABS LTD
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| As of December 31, | As of June 30, | |||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Restricted cash | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Inventories, net | ||||||||||||
| Prepayments | ||||||||||||
| Short-term investments | ||||||||||||
| Receivable for cryptocurrencies collateral | ||||||||||||
| Cryptocurrencies, current | ||||||||||||
| Cryptocurrencies, restricted | ||||||||||||
| Derivative assets | ||||||||||||
| Other current assets | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets: | ||||||||||||
| Long-term investment | ||||||||||||
| Property, plant and equipment, net | ||||||||||||
| Intangible asset, net | ||||||||||||
| Value-added tax recoverables, non-current | ||||||||||||
| Cryptocurrencies, non-current | ||||||||||||
| Operating lease right-of-use assets | ||||||||||||
| Total non-current assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Short-term debts | ||||||||||||
| Current portion of long-term debts | ||||||||||||
| Borrowings denominated in cryptocurrencies | ||||||||||||
| Accounts payable | ||||||||||||
| Advance from customers | ||||||||||||
| Operating lease liabilities, current | ||||||||||||
| Other current liabilities | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities: | ||||||||||||
| Long-term debts | ||||||||||||
| Operating lease liabilities, non-current | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Shareholders’ equity: | ||||||||||||
| Class A ordinary shares (US$ | ||||||||||||
| Class B ordinary shares (US$ | ||||||||||||
| Treasury shares | ( | ) | ( | ) | ( | ) | ||||||
| Additional paid-in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
| Statutory reserves | ||||||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
| Total Nano Labs Ltd shareholders’ equity | ||||||||||||
| Noncontrolling interests | ( | ) | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
F-1
NANO LABS LTD
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| Net revenues | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||
| Gross loss | ( | ) | ( | ) | ( | ) | ||||||
| Operating income (expenses): | ||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ||||||
| Change in fair value of cryptocurrencies | ( | ) | ( | ) | ||||||||
| Total operating income (expenses) | ( | ) | ( | ) | ||||||||
| Profit (Loss) from operations | ( | ) | ( | ) | ||||||||
| Other income (expenses): | ||||||||||||
| Finance expenses | ( | ) | ( | ) | ( | ) | ||||||
| Interest expenses | ( | ) | ( | ) | ( | ) | ||||||
| Interest income | ||||||||||||
| Change in fair value of derivative assets | ( | ) | ( | ) | ||||||||
| Change in fair value of borrowings denominated in cryptocurrencies | ( | ) | ||||||||||
| Other income | ||||||||||||
| Other expenses | ( | ) | ( | ) | ||||||||
| Total other expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss before income tax provision | ( | ) | ( | ) | ( | ) | ||||||
| Income tax provision | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Less: net loss attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ||||||
| Net loss attributable to Nano Labs Ltd | ( | ) | ( | ) | ( | ) | ||||||
| Comprehensive loss: | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Other comprehensive loss: | ||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
| Comprehensive loss attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ||||||
| Comprehensive loss attributable to Nano Labs Ltd | ( | ) | ( | ) | ( | ) | ||||||
| Net loss per ordinary share attributable to Nano Labs Ltd | ||||||||||||
| Basic | ( | ) | ( | ) | ( | ) | ||||||
| Diluted | ( | ) | ( | ) | ( | ) | ||||||
| Weighted average number of shares used in per share calculation: | ||||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-2
NANO LABS LTD
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Class A Ordinary Shares |
Class B Ordinary Shares |
Treasury Shares |
Additional | Accumulated Other | Total Shareholders’ | |||||||||||||||||||||||||||||||||||||||||||
| Number of Shares |
Amount | Number of Shares | Amount | Number of Shares | Amount | Paid-in Capital |
Statutory Reserves |
Accumulated Deficit |
Comprehensive Income (Loss) |
Noncontrolling Interest |
Equity (Deficit) |
|||||||||||||||||||||||||||||||||||||
| RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares and warrants in cash, net of issuance costs | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares in cash upon the exercise of warrants | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares in cash upon the exercise of stock options | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares in exchange for cryptocurrencies, net of issuance costs | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash contribution from a shareholder | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares upon the exercise of stock options | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 in US$ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-3
NANO LABS LTD
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the six months ended June 30, |
||||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Amortization of right-of-use assets | ||||||||||||
| Depreciation and amortization expenses | ||||||||||||
| Loss/(Gain) on disposal of property, plant and equipment | ( | ) | ||||||||||
| Refund of prior period service cost | ( | ) | ( | ) | ||||||||
| Share-based compensation | ||||||||||||
| Inventory write-down | ||||||||||||
| Change in fair value of cryptocurrencies | ( | ) | ||||||||||
| Change in fair value of borrowings denominated in cryptocurrencies | ||||||||||||
| Change in fair value of short-term investments | ||||||||||||
| Change in fair value of derivative assets | ||||||||||||
| Non-cash other income | ( | ) | ( | ) | ||||||||
| Revenues proceeds collected in cryptocurrencies | ( | ) | ( | ) | ||||||||
| Changes in assets and liabilities: | ||||||||||||
| Accounts receivable, net | ( | ) | ( | ) | ||||||||
| Inventories, net | ( | ) | ( | ) | ( | ) | ||||||
| Prepayments | ( | ) | ( | ) | ( | ) | ||||||
| Other current and non-current assets | ||||||||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Advance from customers | ( | ) | ( | ) | ( | ) | ||||||
| Operating lease liabilities, current | ( | ) | ( | ) | ( | ) | ||||||
| Other current liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||||||
| Purchases of property, plant and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from disposal of property, plant and equipment | ||||||||||||
| Purchase of investment | ( | ) | ||||||||||
| Disposal of cryptocurrencies | ||||||||||||
| Proceeds from sales of short-term investments | ||||||||||||
| Cash received from derivative assets settlement | ||||||||||||
| Net cash provided by investing activities | ||||||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of ordinary shares and warrants | ||||||||||||
| Cash contribution from a shareholder | ||||||||||||
| Proceeds from bank loans | ||||||||||||
| Repayments of bank loans | ( | ) | ( | ) | ( | ) | ||||||
| Repurchase of shares | ( | ) | ( | ) | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ( | ) | ||||||||
| Effects of exchange rate changes on cash, cash equivalents and restricted cash | ( | ) | ( | ) | ( | ) | ||||||
| Net increase (decrease) 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 | ||||||||||||
| Supplemental cash flow disclosures: | ||||||||||||
| Interest paid | ||||||||||||
| Income taxes paid | ||||||||||||
| Non-cash investing and financing activities: | ||||||||||||
| Operating lease right-of-use asset obtained in exchange for operating lease liability | ||||||||||||
| Cryptocurrencies acquired through issuance of ordinary shares | ||||||||||||
| Cryptocurrencies acquired through borrowings denominated in cryptocurrencies | ||||||||||||
| Payment of expense in the form of cryptocurrencies | ||||||||||||
| Cryptocurrencies reclassified as derivative assets in connection with the signing of derivative contracts | ||||||||||||
| Cryptocurrency received from derivative assets settlement | ||||||||||||
| Cryptocurrencies borrowed | ||||||||||||
| Cryptocurrencies received from collateral | ||||||||||||
| Long-term investment paid down using prepayment | ||||||||||||
| Liability assumed in connection with the acquisition of a long-term investment | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statement.
F-4
NANO LABS LTD
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all amounts in RMB, except share or as otherwise noted)
1. Organization and nature of operations
Nano Labs Ltd (“Nano Labs”), incorporated on
The Company does not conduct any substantive operations on its own but instead conducts its business operations through its subsidiaries.
| Name of subsidiaries | Date of incorporation | Place of incorporation | Ownership percentage | Principal activities | ||||||
| Zhejiang Haowei Technology Co., Ltd. (“Zhejiang Haowei”) | % | |||||||||
| Zhejiang Nanomicro Technology Co., Ltd. (“Zhejiang Nanomicro”) | % | |||||||||
| Zhejiang NanoBlock Technology Co., Ltd. | % | |||||||||
| Zhejiang Ipollo Technology Co., Ltd. | % | |||||||||
| Nano Labs HK Limited | % | |||||||||
| Nano Labs Inc | % | |||||||||
| Ipollo Tech Inc | % | |||||||||
| Nano Technology HK Limited | % | |||||||||
| Ipollo HK Limited | % | |||||||||
| Zhejiang Metaverse Technology Co., Ltd. | % | |||||||||
| Ipollo Tech Ltd | % | |||||||||
| Haowei Technology (Shaoxing) Co., Ltd. | % | |||||||||
| Shenzhen Matamata Technology Co., Ltd. | % | |||||||||
| Nano bit HK Limited (formerly Tsuki HK Limited） | % | |||||||||
| Nano Dstock Inc (formerly Tsuki Inc) | % | |||||||||
| Metaski (Shaoxing) Technology Co., Ltd. | % | |||||||||
| Haoweiverse (Shaoxing) Technology Co., Ltd. (“Haoweiverse”) | % | |||||||||
| Metameta (Shaoxing) Technology Co., Ltd. | % | |||||||||
| Ipolloverse HK Limited | % | |||||||||
| Metaverse (Shaoxing) Technology Co., Ltd. | % | |||||||||
| Ipolloverse Cayman Ltd | % | |||||||||
| Ipolloverse Tech Inc | % | |||||||||
| Hangzhou Meta Technology Co., Ltd. | % | |||||||||
| Zhejiang Boluoyuanzhua Technology Co., Ltd | % | |||||||||
Nano Labs and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity.
F-5
2. Summary of Significant Accounting Policies
Basis of preparation
The unaudited consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for the complete consolidated financial statements. The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments as necessary for the fair statement of the Company’s financial position as of June 30, 2026, results of operations and cash flows for the six months ended June 30, 2025 and 2026. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes thereto contained in the Company’s most recent consolidated annual financial statements filed with the SEC on Form 20-F. Results for the six months ended June 30, 2026 are not necessarily indicative of the results expected for the full fiscal year or for any future period.
Use of estimates
The preparation of the Company’s unaudited consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Accounting estimates reflected in the Company’s unaudited consolidated financial statements include, but not limited to, inventory write-down, valuation of cryptocurrencies and cryptocurrency-denominated financial instruments, valuation of convertible notes denominated in Bitcoin, useful lives of property, plant and equipment and intangible assets, impairment of long-lived assets, valuation allowance for deferred tax assets and share-based compensation.
Principles of consolidation
The Company’s unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Functional currency and foreign currency translation
The Company uses Renminbi (“RMB”) as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of the People’s Republic of China (“PRC”) is the United States dollar (“US$”), while the functional currency of the PRC entities in the Company is RMB as determined based on the criteria of ASC 830, “Foreign Currency Matters”.
Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Financial assets and liabilities denominated in other than the functional currency are re-measured at the balance sheet date exchange rate. The resulting exchange differences are included in the unaudited consolidated statements of operations and comprehensive income (loss).
The financial statements of the Company are translated from the functional currency to the reporting currency, RMB. Assets and liabilities of the Company and its subsidiaries incorporated outside of PRC are translated into RMB at fiscal year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the fiscal year, representing the index rates stipulated by the People’s Bank of China. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a separate component of shareholders’ equity (deficit) on the unaudited consolidated financial statement.
Convenience translation
The United States dollar (“US$”) amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers. Translations of amounts from RMB into US$ were calculated at the rate of US$1.00=RMB
F-6
Concentration of credit risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, receivable for cryptocurrencies collateral and derivative assets. The Company places its cash and cash equivalents and short-term investments with financial institutions with high credit ratings and quality. The Company manages credit risk of receivable for cryptocurrencies collateral and derivative assets through credit assessment of the counterparty and daily supervision and reconciliation of the asset status of the designated crypto wallets.
Fair value measurement
The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Observable, market-based inputs, other than quoted prices, in active markets for similar assets or liabilities.
Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
ASC 820 also describes three main approaches to measuring the fair value of assets and liabilities:
(1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
As of December 31, 2025 and June 30, 2026, the carrying values of current assets and current liabilities approximated their fair values reported in the consolidated balance sheets due to the short-term maturities of these instruments, except for the following.
| Fair Value Measurements as of December 31, 2025 | ||||||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable (Level 3) | Fair value at December 31, 2025 | |||||||||||||
| RMB | RMB | RMB | RMB | |||||||||||||
| Cryptocurrencies | ||||||||||||||||
| Receivable for cryptocurrencies collateral | ||||||||||||||||
| Short-term investments | ||||||||||||||||
| Borrowings denominated in cryptocurrencies | ||||||||||||||||
| Fair Value Measurements as of June 30, 2026 | ||||||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable (Level 3) | Fair value at June 30, 2026 | |||||||||||||
| RMB | RMB | RMB | RMB | |||||||||||||
| Cryptocurrencies | ||||||||||||||||
| Cryptocurrencies restricted | ||||||||||||||||
| Short-term investments | ||||||||||||||||
| Derivative assets | ||||||||||||||||
| Borrowings denominated in cryptocurrencies | ||||||||||||||||
F-7
Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related parties may be individuals or corporate entities.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.
Cash and cash equivalents
Cash and cash equivalents include cash in bank and time deposits placed with banks or other financial institutions, which have original maturities of three months or less and are readily convertible to known amounts of cash. As of December 31, 2025 and June 30, 2026, cash and cash equivalents in banks was RMB
Restricted cash
Restricted cash mainly represents the bank deposit frozen by the court as a result of legal proceedings. As of December 31, 2025 and June 30, 2026, the Company had restricted cash balance of RMB
Investments
Investment in equity securities with readily determinable fair value
The Company hold investments in equity securities of a publicly listed company, for which the Company does not have significant influence. Investments in equity securities with readily determinable fair values are measured at fair value and any changes in fair value are recognized in other income (expenses).
Investment in warrants
The Company hold investments in stock warrants of a publicly listed company, for which the Company does not have significant influence. The warrants are measured at fair value and any changes in fair value are recognized in other income (expenses).
Investment in equity securities without readily determinable fair value
The Company holds investments in equity securities of private entities, for which the Company does not have significant influence. Investments in equity securities without readily determinable fair values are measured at cost adjusted for changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee, and less impairment, if any. For the six months ended June 30, 2026 and 2025, no impairment has been recorded.
Inventories, net
Inventories, consist of raw materials, work in process and finished goods. Inventories are stated at the lower of cost and net realizable value. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving and obsolete inventory, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment.
Cryptocurrencies
Certain cryptocurrencies were included in non-current assets on the consolidated balance sheets due to the Company’s intent to retain them for long-term strategic reserve. Other cryptocurrencies held with the intent to fund operating expenses and working capital are included in current assets on the consolidated balance sheets. In addition, the Company entered into borrowing arrangements that require the Company to pledge collateral in form of cryptocurrency, which are classified as current assets on the consolidated balance sheets, consistent with the Company’s intent to fund operating expenses. If the lender obtained control or had the right to sell, pledge, or rehypothecate the Company’s collateral, the Company derecognized the pledged cryptocurrencies and reported as “receivable for cryptocurrencies collateral.” If the lender didn’t obtain control or have the right to sell, pledge, or rehypothecate the collateral, the pledged cryptocurrencies were reported as “cryptocurrencies, restricted.”
F-8
As a result of adopting ASC 350-60, Intangibles — Goodwill and Other, (“ASC 350-60”) on January 1, 2024 following modified retrospective method, cryptocurrencies are measured at fair value as of each reporting period. The fair value of cryptocurrencies are measured using the period-end closing price from the principal market, Binance, in accordance with ASC 820, Fair Value Measurement (“ASC 820”). The changes in cryptocurrencies valuation due to remeasurement in fair value within each reporting period are reflected on the consolidated statements of operations and comprehensive income (loss) as “Change in fair value of cryptocurrencies”. The cost basis of cryptocurrencies is determined using average cost method of accounting.
The purchases and disposals of cryptocurrencies are included within investing activities in the consolidated statements of cash flows.
Receivable for cryptocurrencies collateral
The receivable for cryptocurrencies collateral represents the cryptos posted as collateral to the lender who has the rights to, among other activities, lend or re-hypothecate such cryptos at the sole discretion of the lender and for which the lender has an obligation to return to the Company at maturity of the loan.
The receivable for cryptocurrencies collateral is initially measured upon transfer at fair value and subsequently remeasured at fair value at the end of each reporting period. The changes in fair value are recognized on the consolidated statements of operations, in accordance with ASC 350-60.
In estimating the allowance for credit losses, the Company applies the current expected credit loss (“CECL”) model, which requires the measurement of lifetime expected credit losses on the amortized costs of the financial assets.
To estimate the allowance for credit loss of receivable for cryptocurrencies collateral, as the Company has no historical experience with similar assets, the allowance is determined using a combination of industry data, peer analysis, and forward-looking information about economic conditions and the creditworthiness of the counterparty.
The Company incorporates relevant qualitative factors, such as the nature of the receivable, the characteristics of the counterparty, and any observable market indicators, to assess the expected collectability of the receivable for cryptocurrencies collateral. The estimation process also includes reasonable and supportable forecasts to account for future economic conditions and any anticipated impact on the receivable. As of December 31, 2025 and June 30, 2026, no allowance for credit loss was recorded for receivable for cryptocurrencies collateral.
Borrowings denominated in cryptocurrencies
Borrowings denominated in cryptocurrencies is accounted for as hybrid instrument with a debt host contract and embedded derivatives linked to the fair value of cryptocurrencies. The Company measures this hybrid instrument at fair value through the election of fair value option. The fair value is measured as the spot price of the underlying cryptocurrencies in which the borrowing is denominated. Election of the fair value option is generally irrevocable unless an event occurs that gives rise to a new basis of accounting for that instrument. The gain or loss from change in fair value of borrowings denominated in cryptocurrencies are reported as a separate caption in other income (expenses) on the consolidated statements of operations and comprehensive income (loss).
Derivative contracts
Derivative contracts derive their value from underlying asset prices, other inputs or a combination of these factors. The Company does not apply hedge accounting to the derivative contracts, which are recognized as either assets or liabilities on the consolidated balance sheets at fair value, with changes in fair value recognized as changes in fair value of derivative assets or liabilities.
During the six months ended June 30, 2026, the Company entered into several decumulator agreements with certain third-party issuers with terms of 12 months, subject to early termination. The agreements established a barrier price and a forward strike price on future Build and Build (“BNB”, formerly known as “Binance Coin”) prices, and the Company would pay out certain BNB over the term at the prices specified in the agreements. The Company utilized these decumulator agreements as an economic hedge against fluctuation in BNB prices. The agreements are accounted for as derivative instruments and recorded at fair value.
F-9
Property, plant and equipment, net
Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment loss, if any.
| Machinery and electronic equipment | ||
| Office furniture | ||
| Transportation equipment | ||
| Buildings and facilities attached to buildings |
Leasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the remaining lease term.
Intangible assets, net
The Company’s intangible assets with definite useful lives primarily consist of a franchise right and land use right. According to the law of PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government for a specified period of time.
| Franchise right | ||
| Land use right |
Impairment of long-lived assets
For long-lived assets including property, plant and equipment, right-of-use assets, and intangible assets with finite lives, the Company evaluates for impairment whenever events or changes (triggering events) indicate that the carrying amount of an asset may no longer be recoverable. The Company recognizes 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 book value. For the six months ended June 30, 2025 and 2026, impairment of long-lived assets was recognized.
Treasury shares
The Company accounts for treasury shares using the cost method. Under this method, the cost incurred to purchase the shares is recorded in the treasury shares account on the consolidated balance sheets.
Revenue from contracts with customers
Consistent with the criteria of ASC 606 “Revenue from Contracts with Customers”, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. Revenue consists of the invoiced value for the sales net of value-added tax (“VAT”), business tax and applicable local government levies.
Product sales revenue
The Company generates revenue primarily from the sale of product directly to a customer, such as a business or individual engaged in mining activities.
The Company recognizes revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by or shipped to customers. The Company’s sales arrangements usually require prepayment before the delivery of products. The advance payment is not considered a significant financing component. The Company elected to account for shipping and handling fees as a fulfillment cost. The product sales contracts generally include product warranty provisions. The Company did not accrue warranty liabilities for the product sales as the financial impacts of the warranty have historically been and are expected to continue to be immaterial. The Company estimates sales return based on historical experiences and there was allowance for sales return recorded during the six months ended June 30, 2025 and 2026.
Service revenue
The Company also generates revenue from its design and technical services under separate contracts. Revenues from the design and technical service to the customers are recognized at a point in time when services are provided.
F-10
Revenue disaggregation
In accordance with ASC 606, the Company disaggregates revenue from contracts with customers by revenue stream. The Company determined that disaggregating revenue into these categories meets the disclosure objective in ASC 606 which is to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors.
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) RMB | (Unaudited) RMB | |||||||
| Product sales revenue | ||||||||
| Service revenue | ||||||||
| Net revenues | ||||||||
Contract liabilities
Contract liabilities are recorded when consideration is received from a customer prior to transferring the control of goods or services to the customer. As of December 31, 2025 and June 30, 2026, the Company recorded contract liabilities of RMB
Cost of revenues
Amounts recorded as cost of revenue relate to direct expenses incurred in order to generate revenue. Such costs are recorded as incurred. Cost of revenues consists of product costs and service costs. Product costs include costs of raw material, contract manufacturers for production, shipping and handling costs, warehousing costs, slow-moving and obsolete inventories write-downs, prepayments write-downs, and value-added tax recoverable write-downs. Service costs include labor costs and material costs.
Selling and marketing expenses
Selling and marketing expenses consist primarily of advertising and promotion, salaries, and shipping and handling costs incurred during the selling activities. Advertising and transportation expenses are charged to expense as incurred.
Advertising and promotion costs in the amounts of RMB
Shipping and handling costs amounting to RMB
Research and development expenses
Research and development expenses consist primarily of salary and welfare for research and development personnel, raw materials used, consulting and contractor expenses, testing and processing expenses and other expenses in associated with research and development activities. The Company recognizes research and development expenses as expense when incurred.
Leases
Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which it calculates based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease.
The Company elected not to record assets and liabilities on its unaudited consolidated balance sheet for lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such leases on a straight-line basis over the lease term.
F-11
Employee social security and welfare benefits
Employees of the Company in the PRC are entitled to staff welfare benefits including pension, work-related injury benefits, maternity insurance, medical insurance, unemployment benefit and housing fund plans through a PRC government-mandated multi-employer defined contribution plan. The Company is required to contribute to the plan based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government.
The PRC government is responsible for the medical benefits and the pension liability to be paid to these employees and the Company’s obligations are limited to the amounts contributed and no legal obligation beyond the contributions made.
Share-based compensation
Restricted shares and options granted to employees and directors are accounted for under ASC Topic 718, “Compensation - Stock compensation” (“ASC 718”). In accordance with ASC 718, the Company determines whether restricted shares or options should be classified and accounted for as an equity award. All grants of restricted shares and options to employees and directors classified as equity awards are recognized in the financial statements based on their grant date fair values. The value of the portion of the award that is ultimately expected to vest is recognized as compensation expense over the requisite service periods in the statements of operations. In addition, compensation expense must be recognized for the change in fair value of any awards modified, repurchased or cancelled after the grant date.
The fair value of stock options granted is estimated on the grant date using the Binomial or Black-Scholes model.
Income taxes
The Company accounts for income taxes under the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and income tax bases of assets and liabilities and are measured using the tax income rates that will be in effect when the differences are expected to reverse. A valuation allowance is recorded if it is more likely than not that some portion or all of the deferred income tax assets will not be realized in the foreseeable future.
In accordance with the provisions of ASC 740, “Income taxes”, the Company recognizes in its financial statements the impact of a tax position if a tax return position or future tax position is “more likely than not” to be sustained upon examination based solely on the technical merits of the position. Tax positions that meet the recognition threshold are measured using a cumulative probability approach, at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Interest and penalties arising from underpayment of income taxes are computed in accordance with the applicable tax law and is classified in the unaudited consolidated statements of operations as income tax expense.
Noncontrolling interests
For the Company’s consolidated subsidiaries, noncontrolling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. Noncontrolling interests are classified as a separate line item in the equity section of the Company’s unaudited consolidated balance sheets and have been separately disclosed in the Company’s unaudited consolidated statements of operations and comprehensive income (loss).
Comprehensive income (loss)
Comprehensive income (loss) is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments from shareholders and distributions to shareholders. Comprehensive income (loss) for the periods presented includes net income (loss) and foreign currency translation adjustments.
Earnings (loss) per share
The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the period.
F-12
Diluted earnings (loss) per share is calculated by dividing net income (loss) attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalents shares outstanding during the period. Dilutive equivalent shares are excluded from the computation of diluted earnings (loss) per share if their effects would be anti-dilutive. Ordinary share equivalents consist of the ordinary shares issuable in connection with the Company’s ordinary shares issuable upon the conversion of the share-based awards, using the treasury stock method. For the six months ended June 30, 2025 and 2026, the potential ordinary shares associated with the outstanding options and warrants were not included in the computation of diluted net loss per share as their effect would have been anti-dilutive.
Segment Reporting
The Company uses the “management approach” in determining reportable segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Company’s reportable segments.
The operating segment financial information regularly reviewed by the CODM, including assets, revenues, expenses, profit or loss, and noncash items, is presented on a consolidated basis in the same amounts and using the same captions as those included in the consolidated statements of operations and comprehensive income (loss), consolidated balance sheets, and consolidated statements of cash flows. There are no additional segment expense categories regularly provided to the CODM. Therefore, there are also no amounts classified as other segment items requiring disclosure.
Long-lived assets consist of cryptocurrencies, non-current, property, plant and equipment, right-of-use assets and intangible assets with finite lives. As of December 31, 2025 and June 30, 2026, the long lived assets of RMB
For the six months ended June 30, 2025 and 2026, the Company’s net revenues by geographical location of customers are as follows:
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| RMB | RMB | |||||||
| PRC | ||||||||
| The United States | ||||||||
| Hong Kong | ||||||||
| The United Kingdom | ||||||||
| Others | ||||||||
| Net revenues | ||||||||
Recently adopted or issued accounting pronouncements
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis. Early adoption is permitted. The Company adopted ASU No. 2023-09 on January 1, 2025 prospectively. The adoption did not have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. The ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU No. 2024-03.
F-13
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets. This ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted. ASU No. 2025-05 should be applied prospectively. The Company adopted ASU No. 2025-05 on January 1, 2026, which did not have a material impact on the consolidated financial statements.
| 3. | Short-term investments |
Short-term investments include the following:
| As of December 31, 2025 | As of June 30, 2026 | |||||||
| (Unaudited) | ||||||||
| RMB | RMB | |||||||
| Investment in equity securities with readily determinable fair value | ||||||||
| Investment in warrants | ||||||||
| Short-term investments | ||||||||
During the six months ended June 30, 2025 and 2026, and RMB
During the six months ended June 30, 2025 and 2026, and RMB
4. Inventories, net
Inventories, net consist of the following:
| As of December 31, 2025 | As of June 30, 2026 | |||||||
| (Unaudited) | ||||||||
| RMB | RMB | |||||||
| Raw materials | ||||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Inventories, net | ||||||||
During the six months ended June 30, 2025 and 2026, the Company recorded inventory write-down of RMB
5. Prepayments
Prepayments consist of the following:
| As of December 31, 2025 | As of June 30, 2026 | |||||||
| (Unaudited) | ||||||||
| RMB | RMB | |||||||
| Prepayments – inventories and processing fee | ||||||||
| Prepayments – others | ||||||||
| Prepayments | ||||||||
During the six months ended June 30, 2026, the Company received a refund of a prior service cost in the form of a credit to the prepayment balance. The outstanding prepayment balance to the vendor of RMB
F-14
6. Other current assets
Other current assets consist of the following:
| As of December 31, 2025 | As of June 30, 2026 | |||||||
| (Unaudited) | ||||||||
| RMB | RMB | |||||||
| Value-added tax recoverable, current | ||||||||
| Deposits | ||||||||
| Others | ||||||||
| Total | ||||||||
7. Derivative assets
The following table presents changes in the estimated fair value of the derivative assets:
| Fair value of Derivative Assets | ||||
| RMB | ||||
| Balance as of January 1, 2026 | ||||
| Addition | ||||
| Change in fair value | ( | ) | ||
| Deletion due to settlement | ( | ) | ||
| Foreign currency translation adjustment | ( | ) | ||
| Balance as of June 30, 2026 | ||||
The Company estimated the fair value of the derivative contracts with the assistance of an independent valuation specialist using the Monte-Carlo model. Significant input to the model includes the price volatility of BNB. For the six months ended June 30, 2026, the price volatility of BNB ranges from
8. Cryptocurrencies
The following table presents the Company’s significant cryptocurrencies holdings as of December 31, 2025:
| Quantity | Cost Basis | Fair Value | ||||||||||
| BNB | ||||||||||||
| Other Cryptocurrency | ||||||||||||
| Total cryptocurrencies held as of December 31, 2025 | ||||||||||||
The following table presents the Company’s significant cryptocurrencies holdings as of June 30, 2026:
| Quantity | Cost Basis | Fair Value | ||||||||||
| BNB | ||||||||||||
| USDT | ||||||||||||
| Other Cryptocurrency | ||||||||||||
| Total cryptocurrencies held as of June 30, 2026 | ||||||||||||
As of December 31, 2025 and June 30, 2026, BNB with fair value of and RMB
F-15
9. Property, plant and equipment, net
Property, plant and equipment, net consist of the following:
| As of December 31, 2025 | As of June 30, 2026 | |||||||
| (Unaudited) | ||||||||
| RMB | RMB | |||||||
| Cost: | ||||||||
| Machinery and electronic equipment | ||||||||
| Office furniture | ||||||||
| Leasehold improvement | ||||||||
| Transportation equipment | ||||||||
| Buildings and facilities attached to buildings | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | ||||||||
Depreciation expenses recognized for the six months ended June 30, 2025 and 2026 were RMB
As of December 31, 2025 and June 30, 2026, property, plant and equipment with net book value of RMB
10. Intangible assets, net
Intangible assets, net consist of the following:
| As of December 31, 2025 | As of June 30, 2026 | |||||||
| (Unaudited) | ||||||||
| RMB | RMB | |||||||
| Land use right | ||||||||
| Franchise right | ||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | ||||||||
Amortization expense for the six months ended June 30, 2025 and 2026 amounted to RMB
As of December 31, 2025 and June 30, 2026, land use right with net book value of RMB
As of June 30, 2026, the future estimated amortization expenses are as below.
| Years ended December 31, | Estimated amortization expense | |||
| (Unaudited) | ||||
| RMB | ||||
| Remaining of 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | ||||
F-16
11. Operating leases
The Company entered into various operating lease agreements for offices space. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The following component of lease cost are included in the Company’s unaudited consolidated statements of operations and comprehensive income (loss):
| For the six months ended June 30, 2025 | For the six months ended June 30, 2026 | |||||||
| (Unaudited) RMB | (Unaudited) RMB | |||||||
| Operating lease cost | ||||||||
| Short-term lease cost | ||||||||
| Total lease cost | ||||||||
Supplemental disclosure related to operating leases were as follows:
| For the six months ended June 30, 2025 | For the six months ended June 30, 2026 | |||||||
| (Unaudited) RMB | (Unaudited) RMB | |||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||
| Operating cash flows for operating leases | ||||||||
| As of December 31, 2025 | As of June 30, 2026 | |||||||
| (Unaudited) | ||||||||
| Weighted average remaining lease term of operating leases (years) | ||||||||
| Weighted average discount rate of operating leases | % | % | ||||||
The following table summarizes the maturity of operating lease liabilities as of June 30, 2026:
| Years Ended December 31, | Lease Payment | |||
| (Unaudited) | ||||
| RMB | ||||
| Remaining of 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total lease liabilities | ||||
| Less: current portion | ( | ) | ||
| Non-current lease liabilities | ||||
F-17
12. Other current liabilities
Other current liabilities consist of the following:
| As of December 31, 2025 | As of June 30, 2026 | |||||||
| (Unaudited) | ||||||||
| RMB | RMB | |||||||
| Salary accrual | ||||||||
| Deposit | ||||||||
| Payable for property, plant and equipment | ||||||||
| Tax accrual | ||||||||
| Customer refund liabilities | ||||||||
| Others | ||||||||
| Total | ||||||||
13. Short-term and long-term debts
Short-term debts
Starting from September 2023, the Company entered into multiple short-term loan agreements with banks for working capital and general business purposes. As of June 30, 2026, the loans bear a weighted average interest rate of
| As of December 31, 2025 | As of June 30, 2026 | |||||||
| (Unaudited) | ||||||||
| RMB | RMB | |||||||
| Guaranteed by Mr. Jianping Kong, the principal shareholder, chairman and chief executive officer, Mr. Qifeng Sun, the principal shareholder and vice chairman, and two subsidiaries within the Company’s organizational structure | ||||||||
| Guaranteed by Mr. Jianping Kong and one subsidiary within the Company’s organizational structure | ||||||||
| Guaranteed by the Mr. Jianping Kong, one subsidiary within the Company’s organizational structure, and a third party financial institution | ||||||||
As of December 31, 2025 and June 30, 2026, the maximum liability of the guarantee provided by the subsidiaries of the Company was RMB
Long-term debts
On August 11, 2022, the Company entered into a line of credit agreement with Zhejiang Shaoxing Ruifeng Rural Commercial Bank for a credit line up to RMB
As of June 30, 2026, the future maturities of long-term debts are as below:
| Years Ended December 31, | Principal Repayment | |||
| (Unaudited) | ||||
| RMB | ||||
| Remaining of 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | ||||
F-18
14. Receivable for cryptocurrencies collateral and borrowings denominated in cryptocurrencies
Receivable for cryptocurrencies collateral
As of December 31, 2025, the Company held
Borrowings denominated in cryptocurrencies
Starting from 2025, the Company entered into multiple short-term loan agreements with third parties to borrow cryptocurrencies for working capital and value investment purpose. As of December 31, 2025, the Company had
During the six months ended June 30, 2025 and 2026, the Company recorded RMB
15. Shareholders’ equity (deficit)
On November 13, 2023, the Company issued a total of
On February 21, 2025, the Company entered into Securities Purchase Agreements with certain investors (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a private placement, the Company’s Class A ordinary shares at a purchase price of US$
On March 7, 2025, the shareholders of the Company approved to: 1) increase the authorized share capital from US$
On June 27, 2025, the Company entered into Securities Purchase Agreements with certain investors (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a private placement (the “Offering”), the Company’s Class A ordinary shares at a purchase price of US$
Effective October 14, 2025, the Board of Directors approved a share repurchase program (“Repurchase Program”) to repurchase the Company’s ordinary shares, par value US$
F-19
During the six months ended June 30, 2025, investors exercised warrants to purchase a total of
As of December 31, 2025 and June 30, 2026,
16. Share-based compensation
2022 Share Incentive Plan
In June 2022, our shareholders and board of directors adopted our 2022 share incentive plan, or the 2022 Plan, which has become effective upon the completion of our initial public offering, to motivate, attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business. Under the 2022 Plan, the maximum aggregate number of Class A ordinary shares which may be issued pursuant to all awards under such plan is
Restricted Stock Units (“RSUs”)
On November 1, 2021, the Board of the Company approved the establishment of an employee benefit trust for the purpose of holding the Company’s ordinary shares to be transferred to the recipient employees and directors of the share awards granted prior to the establishment of the 2022 Plan. In January 2022, Mr. Jianping Kong and other original shareholders of Zhejiang Haowei transferred a total of
Options
On April 27, 2023, the Company granted a series of options under the 2022 share incentive plan: 1) the Company granted employees options to purchase a total of
On August 16, 2023, under the 2022 plan, the Company granted an employee an option to purchase
The following table summarizes the share option activity and related information for the six months ended June 30, 2025:
| Number of Options | Weighted Average Exercise Price (RMB) | Weighted Average Remaining Term (Years) | Weighted Average Grant Date Fair Value (RMB) | Aggregated Intrinsic Value (RMB) | ||||||||||||||||
| Outstanding as of January 1, 2025 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Forfeited | ||||||||||||||||||||
| Exercised | ||||||||||||||||||||
| Outstanding as of June 30, 2025 | ||||||||||||||||||||
| Vested and exercisable as of June 30, 2025 | ||||||||||||||||||||
F-20
The following table summarizes the share option activity and related information for the six months ended June 30, 2026:
| Number of Options | Weighted Average Exercise Price (RMB) | Weighted Average Remaining Term (Years) | Weighted Average Grant Date Fair Value (RMB) | Aggregated Intrinsic Value (RMB) | ||||||||||||||||
| Outstanding as of January 1, 2026 | ||||||||||||||||||||
| Granted | ||||||||||||||||||||
| Forfeited | ||||||||||||||||||||
| Exercised | ||||||||||||||||||||
| Outstanding as of June 30, 2026 | ||||||||||||||||||||
| Vested and exercisable as of June 30, 2026 | ||||||||||||||||||||
During the six months ended June 30, 2025 and 2026, share-based compensation recognized by the Company related to the options were RMB
17. Statutory reserves
The Company’s subsidiaries incorporated in the PRC are required on an annual basis to make appropriations of retained earnings set at certain percentage of after-tax profit determined in accordance with PRC accounting standards and regulations (“PRC GAAP”).
Appropriation to the statutory general reserve should be at least
The general reserve fund can only be used for specific purposes, such as offsetting the accumulated losses, enterprise expansion or increasing the registered capital. Appropriations to the general reserve funds are classified in the unaudited consolidated balance sheets as statutory reserves.
There are no legal requirements in the PRC to fund these reserves by transfer of cash to restricted accounts, and the Company has not done so.
Relevant laws and regulations permit payments of dividends by the PRC subsidiaries and affiliated companies only out of their retained earnings, if any, as determined in accordance with respective accounting standards and regulations. Accordingly, the above balances are not allowed to be transferred to the Company in terms of cash dividends, loans or advances.
The Company has made appropriations to statutory reserve for the six months ended June 30, 2025 and 2026.
18. Income taxes
Cayman Islands
Under the current tax laws of Cayman Islands, the holding companies incorporated in the Cayman Islands are not subject to income, corporation or capital gains tax, and no withholding tax is imposed upon the payment of dividends.
British Virgin Islands
The holding companies incorporated in the British Virgin Islands are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entity to the shareholders, no British Virgin Islands withholding tax will be imposed.
F-21
Hong Kong
The Company’ subsidiaries incorporated in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is
United States (“US”)
The Company’s subsidiary in the US is subject to profits tax at
Singapore
The company incorporated in Singapore is subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The applicable tax rate is
PRC
The Company’s subsidiaries incorporated in the PRC are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. A new enterprise income tax law (the “EIT Law”) in the PRC was enacted and became effective on January 1, 2008. The EIT Law applies a uniform
The provision for income taxes consists of the following:
| For the six months ended June 30, 2025 | For the six months ended June 30, 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| RMB | RMB | |||||||
| Current income tax expense | ||||||||
| Deferred tax expense | ||||||||
| Income tax expense |
The effective tax rate was
19. Concentrations
The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the six months ended June 30, 2025 and 2026:
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Customer A | % | |||||||
| Customer B | % | % | ||||||
| Customer C | % | |||||||
| Customer D | % | |||||||
F-22
The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase for the six months ended June 30, 2025 and 2026:
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Supplier A | % | |||||||
| Supplier B | % | |||||||
| Supplier C | % | |||||||
| Supplier D | % | |||||||
| Supplier E | % | |||||||
| Supplier F | % | |||||||
20. Commitments and contingencies
Operating lease commitments
The information of lease commitments is provided in Note 11.
Contingencies
The Company is subject to litigation matters from time to time in the normal course of business. The Company’s legal counsel and the management routinely assess the likelihood of adverse judgments and outcomes to these matters, as well as ranges of probable losses. Accruals are recorded for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonably estimable. The Company has not recorded any material liabilities in this regard as of December 31, 2025 and June 30, 2026.
In June 2026, a customer filed for arbitration against one of the Company’s subsidiaries at Hangzhou Arbitration Commission (“the Commission”), for a sales contract dispute, claiming the Company breached the contract and demanding a return of payment of RMB
In June 2026, a vendor filed for arbitration against one of the Company’s subsidiaries at Hangzhou Arbitration Commission (“the Commission”), for a processing and manufacturing service contract dispute, demanding that the Company bear liability for pre-contractual negligence and demanding a compensation for losses of RMB
The Company believes they have strong arguments against these claims and will defend vigorously.
21. Subsequent events
The following subsequent events were evaluated on September 15, 2026, the date the financial statements were issued. Except as set forth below, there were no events that occurred subsequent to June 30, 2026 that require adjustment to or disclosure in the unaudited consolidated financial statements.
In July and August 2026, the Company fully repaid all short-term loans with banks of RMB
From July to September 2026, the Company borrowed RMB
From July 1, 2026 through the date immediately preceding the issuance of these financial statements, the Company repurchased a total of
F-23
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations for the six months ended June 30, 2025 and 2026. This section should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this interim report. See “Exhibit 99.1—Unaudited Consolidated Financial Statements as of December 31, 2025 and June 30, 2026 and for the six months ended June 30, 2025 and 2026.” We also recommend that you read our management’s discussion and analysis and our audited consolidated financial statements for fiscal year 2025, and the notes thereto, which appear in our annual report on Form 20-F for the year ended December 31, 2025, or the Annual Report, filed with the U.S. Securities and Exchange Commission, or the SEC, on April 13, 2026.
Unless otherwise indicated or the context otherwise requires, all references to “our company,” “we,” “our,” “ours,” “us” or similar terms refer to Nano Labs Ltd and its subsidiaries. All references to “China” or “PRC” refer to the People’s Republic of China. All references to “RMB” or “Renminbi” refer to the legal currency of China. All references to “US$,” “U.S. dollars,” “$” or “dollars” refer to the legal currency of the United States of America.
All such financial statements were prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. We have made rounding adjustments to some of the figures included in this management’s discussion and analysis. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors.
Overview
We are a leading Web 3.0 infrastructure provider and crypto treasury company. We have actively positioned ourselves in the crypto assets space, adopting BNB as our primary reserve asset. As of September 14, 2026, we have accumulated nearly US$54.0 million in BNB and US$8.8 million in USDT.
Our net operating revenues are primarily derived from sales of our mining machines. Our net revenues were RMB8.3 million and RMB2.8 million (US$0.4 million) for the six months ended June 30, 2025 and 2026, respectively. The decrease in net revenues was primarily due to the decrease in sales volume of iPollo V Series. We recorded a net loss of RMB11.8 million and RMB316.7 million (US$46.5 million) for the six months ended June 30, 2025 and 2026, respectively. The increase in net loss was primarily attributable to a loss of RMB250.5 million from changes in the fair value of cryptocurrencies for the six months ended June 30, 2026, compared with a gain of RMB48.6 million for the corresponding period in 2025.
In evaluating our business, we consider and use adjusted net loss as an additional non-GAAP measure to review and assess our operating performance. The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted net loss as net loss excluding share-based compensation expense. Our adjusted net loss for the six months ended June 30, 2025 was RMB11.7 million, and our adjusted net loss for the same period of 2026 was RMB316.7 million (US$46.5 million).
Results of Operations
The following table sets forth a summary of our unaudited consolidated statements of operations for the periods indicated. This information has been derived from and should be read together with our unaudited consolidated financial statements. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.
| Six Months Ended June 30, | ||||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Summary Unaudited Consolidated Statements of Operations and Comprehensive Loss | ||||||||||||
| Net Revenues | 8,283,373 | 2,778,378 | 407,931 | |||||||||
| Cost of revenues | (18,991,737 | ) | (8,625,388 | ) | (1,266,409 | ) | ||||||
| Gross loss | (10,708,364 | ) | (5,847,010 | ) | (858,478 | ) | ||||||
| Total operating income (expenses) | 21,285,005 | (285,847,674 | ) | (41,969,149 | ) | |||||||
| Net loss | (11,777,937 | ) | (316,700,708 | ) | (46,499,099 | ) | ||||||
| Net loss per ordinary share attributable to Nano Labs Ltd | ||||||||||||
| Basic and diluted | (0.43 | ) | (13.65 | ) | (2.00 | ) | ||||||
| Weighted average number of shares used in per share calculation | ||||||||||||
| Basic and diluted | 16,548,783 | 22,674,071 | 22,674,071 | |||||||||
Non-GAAP Financial Measures
To supplement our unaudited consolidated financial statements which are presented in accordance with U.S. GAAP, we also use adjusted net loss as an additional non-GAAP financial measure. We present the non-GAAP financial measure because it is used by our management to evaluate our operating performance. We also believe that the non-GAAP financial measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of our peer companies.
We define adjusted net loss as net loss excluding share-based compensation expense. We believe that adjusted net loss provides useful information to investors and others in understanding and evaluating our operating results. The non-GAAP financial measure adjusts for the impact of items that we do not consider indicative of the operational performance of our business and should not be considered in isolation or construed as an alternative to net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to compare the historical non-GAAP financial measure with the most directly comparable GAAP measures.
Adjusted net loss presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.
The following table sets forth a reconciliation of our net loss to non-GAAP adjusted net loss for the periods indicated.
| Six Months Ended June 30, | ||||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Net loss | (11,777,937 | ) | (316,700,708 | ) | (46,499,099 | ) | ||||||
| Add: | ||||||||||||
| Share-based compensation expenses | 62,337 | 12,113 | 1,778 | |||||||||
| Non-GAAP adjusted net loss | (11,715,600 | ) | (316,688,595 | ) | (46,497,321 | ) | ||||||
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Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Net Revenues
Our net revenues are primarily derived from sales of mining machines. The following table sets forth the breakdown of our net revenues by category, both in absolute amount and as a percentage of total net revenues for each category for the periods indicated.
| For the six months ended June 30, | ||||||||||||||||||||
| 2025 | 2026 | |||||||||||||||||||
| RMB | % | RMB | US$ | % | ||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| Product sales revenue | 7,931,032 | 95.7 | 2,430,928 | 356,917 | 87.5 | |||||||||||||||
| Service revenue | 352,341 | 4.3 | 347,450 | 51,014 | 12.5 | |||||||||||||||
| Net revenues | 8,283,373 | 100.0 | 2,778,378 | 407,931 | 100.0 | |||||||||||||||
Product sales revenue
Our product sales revenue primarily comprises sales of mining machines. Our product sales revenue decreased from RMB7.9 million for the six months ended June 30, 2025 to RMB2.4 million (US$0.4 million) for the six months ended June 30, 2026, primarily due to a decrease in the sales volume of iPollo V Series.
Cost of Revenues
Cost of revenues represents costs and expenses incurred in order to generate revenue. Cost of revenues mainly consists of products-related costs, including raw material, contract manufacturing costs, testing costs, write-downs of slow-moving and obsolete inventories, prepayments and value-added tax recoverables , as well as personnel costs relating to employees involved in the provision of services.
The following table sets forth the breakdown of our cost of revenues by category, both in absolute amount and as a percentage of the cost of revenues, for the periods indicated.
| For the six months ended June 30, | ||||||||||||||||||||
| 2025 | 2026 | |||||||||||||||||||
| RMB | % | RMB | US$ | % | ||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| Product sales | 18,793,438 | 99.0 | 8,357,602 | 1,227,092 | 96.9 | |||||||||||||||
| Service | 198,299 | 1.0 | 267,786 | 39,317 | 3.1 | |||||||||||||||
| Total | 18,991,737 | 100.0 | 8,625,388 | 1,266,409 | 100.0 | |||||||||||||||
Cost of revenues decreased to RMB8.6 million (US$1.3 million) for the six months ended June 30, 2026 from RMB19.0 million for the same period of 2025. The decrease in cost of revenues was mainly due to the decrease in the sales volume of our products.
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Gross Profit (Loss)
The following table sets forth our gross profit (loss) and gross profit (loss) margin by category for the periods indicated.
| For the six months ended June 30, | ||||||||||||||||||||
| 2025 | 2026 | |||||||||||||||||||
| RMB | Gross Profit (Loss) Margin (%) | RMB | US$ | Gross Profit (Loss) Margin (%) | ||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| Product sales | (10,862,406 | ) | (137.0 | ) | (5,926,674 | ) | (870,175 | ) | (243.8 | ) | ||||||||||
| Service | 154,042 | 43.7 | 79,664 | 11,697 | 22.9 | |||||||||||||||
| Total | (10,708,364 | ) | (129.3 | ) | (5,847,010 | ) | (858,478 | ) | (210.4 | ) | ||||||||||
As a result, we recorded a gross loss of RMB5.8 million (US$0.9 million) for the six months ended June 30, 2026, as compared to a gross loss of RMB10.7 million for the same period of 2025. Although our gross loss decreased in absolute amount, our gross loss margin increased from 129.3% for the six months ended June 30, 2025 to 210.4% for the six months ended June 30, 2026, primarily because the decrease in product sales revenue outpaced the decrease in the related cost of revenues, including inventory write-downs recognized during the period.
Operating Expenses
Total operating expenses increased to RMB285.8 million (US$42.0 million) for the six months ended June 30, 2026, compared to a total operating income of RMB21.3 million for the same period of 2025.
| ● | Selling and marketing expenses increased by 17.0% to RMB3.1 million (US$0.4 million) for the first half of 2026, from RMB2.6 million for the same period of 2025. The increase in selling and marketing expenses was primarily due to the increased marketing and promotional activities undertaken to expand our customer base. |
| ● | General and administrative expenses increased by 29.5% to RMB27.9 million (US$4.1 million) for the first half of 2026, from RMB21.5 million for the same period of 2025. The increase in general and administrative expenses was primarily due to the increase in professional fees and real estate related taxes. |
| ● | Research and development expenses increased by 39.8% to RMB4.4 million (US$0.6 million) for the first half of 2026, from RMB3.2 million for the same period of 2025. The increase in research and development expenses was primarily due to the increase in service fees of system development. |
| ● | Change in fair value of cryptocurrencies was a loss of RMB250.5 million (US$36.8 million) for the first half of 2026, compared to a gain of RMB48.6 million for the same period of 2025. The increase in loss from change in fair value of cryptocurrencies was primarily due to the decreased BNB price during the first half of 2026. |
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Profit (loss) from Operations
As a result of the foregoing, loss from operations increased to RMB291.7 million (US$42.8 million) for the first half of 2026, compared to a profit of RMB10.6 million for the same period of 2025.
Other Expenses
Total other expenses was RMB25.0 million (US$3.7 million) for the first half of 2026, compared to RMB22.4 million for the same period of 2025. The change was mainly due to (1) loss from change in fair value of short-term investments was RMB16.1 million (US$2.4 million), compared to nil for the same period of 2025, the change was due to a decline in the market price of the invested stock ; (2) loss from change in fair value of derivative assets was RMB2.8million (US$0.4 million) compared to nil for the same period of 2025, the change was due to company entered into decumulator agreements with third parties from March 2026; (3) Change in fair value of borrowings denominated in cryptocurrencies was nil for the first half of 2026, compared to RMB18.5 million for the same period of 2025. The change was due to the issuance of convertible bonds denominated in bitcoin in 2025, which was repaid before December 31, 2025.
Net Loss
Net loss was RMB316.7 million (US$46.5 million) for the first half of 2026, compared with RMB11.8 million in the same period of 2025.
Basic and Diluted Loss Per Ordinary Share attributable to Nano Labs Ltd
Basic and diluted loss per share was RMB13.65 (US$2.00) for the first half of 2026, compared with basic and diluted loss per share of RMB0.43 for the same period of 2025.
Liquidity and Capital Resources
Our primary source of liquidity historically has been cash generated from our business operations, equity contributions from our shareholders and borrowings, which have historically been sufficient to meet our working capital and capital expenditure requirements.
As of December 31, 2025 and June 30, 2026, we had RMB8.5 million and RMB9.0 million (US$1.3 million) in cash and cash equivalents, respectively. Our cash and cash equivalents primarily consist of cash in bank and highly liquid investments placed with banks, which are unrestricted to withdrawal and use and have original maturities of less than three months.
In August 2022, we were granted a credit line of up to RMB100 million from a commercial bank with a mortgage of our 50-year right to use a parcel of land with an area of 49,452 square meters located in Shaoxing, China. In June 2023, the credit line was increased to a maximum amount of RMB148 million, with guarantee provided by Mr. Jianping Kong, the principal shareholder, chairman and chief executive officer starting from July 2023. In April 2024, the credit line was increased to a maximum amount of RMB198 million, with additional pledge by our buildings with area of 123,507 square meters located in Shaoxing, China. As of the date of this report, we have a balance of borrowing of approximately RMB183.7 million (US$27.0 million) under the credit line.
The Company also continued advancing its digital asset reserve strategy. Based on its long-term assessment of the digital asset market and the broader blockchain ecosystem, management has incorporated digital assets as a strategic component of the Company’s capital allocation framework. As of the date of this interim report and as of June 30, 2026, the company held long-term strategic holdings of 70,000 BNBs and the rest of BNBs as short-term liquid holding, which will provide a supplementary source of liquidity for the company’s working capital needs.
We believe that our existing cash and cash equivalents and cryptocurrency holdings will be sufficient to meet our anticipated cash needs for general corporate purposes for the next 12 months from the date of this interim report. However, the exact amount of proceeds we use for our operations and expansion plans will depend on the amount of cash generated from our operations and any strategic decisions we may make that could alter our expansion plans and the amount of cash necessary to fund these plans. We may, however, decide to enhance our liquidity position or increase our cash reserve for future investments through additional capital and finance funding. We may need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
5
Our ability to manage our working capital, including receivables and other assets and liabilities and accrued liabilities, may materially affect our financial condition and results of operations.
The following table sets forth our selected consolidated cash flow data for the periods indicated:
| Six Months Ended June 30, | ||||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Net cash used in operating activities | (50,782,563 | ) | (55,897,216 | ) | (8,207,024 | ) | ||||||
| Net cash provided by investing activities | 7,386,082 | 88,397,356 | 12,978,807 | |||||||||
| Net cash provided by (used in) financing activities | 375,865,745 | (33,202,943 | ) | (4,874,971 | ) | |||||||
| Effect of exchange rate on cash, cash equivalents and restricted cash | (1,410,129 | ) | (189,836 | ) | (27,873 | ) | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 331,059,135 | (892,639 | ) | (131,061 | ) | |||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 32,849,803 | 9,850,152 | 1,446,234 | |||||||||
| Cash, cash equivalents and restricted cash at the end of the period | 363,908,938 | 8,957,513 | 1,315,173 | |||||||||
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 was RMB55.9 million (US$8.2 million), which primarily reflected our net loss of RMB316.7 million (US$46.5 million) as mainly adjusted for (1) Loss from change in fair value of cryptocurrencies of RMB250.5 million (US$36.8 million), (2) Loss from change in fair value of short-term investments of RMB16.1 million (US$2.4 million), (3) inventory write-down of RMB10.1 million (US$1.5 million), which was primarily due to the downward adjustment on the book value of a portion of our inventories, (4) depreciation and amortization expenses of RMB5.9 million (US$0.9 million), (5) non-cash adjustment of other income of RMB2.0 million (US$0.3 million) and changes in working capital. Adjustment for changes in working capital primarily consisted of (1) decrease in other current liabilities of RMB6.0 million (US$0.9 million), (2) decrease in advance from customers of RMB6.3 million (US$0.9 million), (3) decrease in accounts payable of RMB6.7 million (US$1.0 million), and (4) increase in prepayments of RMB1.8 million (US$0.3 million), partially offset by decrease in other current assets and non-current assets of RMB2.9 million (US$0.4 million).
Net cash used in operating activities for the six months ended June 30, 2025 was RMB50.8 million, which primarily reflected our net loss of RMB11.8 million as mainly adjusted for (1) Gain from change in fair value of cryptocurrencies of RMB48.6 million, (2) Loss from change in fair value of borrowings denominated in cryptocurrencies of RMB18.5 million, (3) inventory write-down of RMB5.7 million, which was primarily due to the downward adjustment on the book value of a portion of our inventories, (4) depreciation and amortization expenses of RMB5.5 million, and changes in working capital. Adjustment for changes in working capital primarily consisted of (1) decrease in other current liabilities of RMB11.5 million, (2) increase in inventories of RMB11.7 million, (3) increase in prepayments of RMB4.1 million, and (4) decrease in advance from customers of RMB3.3 million, partially offset by (1) increase in accounts payable of RMB6.0 million and (2) decrease in other current assets of RMB4.2 million.
6
Investing Activities
Net cash provided by investing activities for the six months ended June 30, 2026 was RMB88.4 million (US$13.0 million), mainly attributable to (1) the proceeds from disposal of cryptocurrencies of RMB71.8 million (US$10.5 million), (2) cash received from derivative assets settlement of RMB10.9 million (US$1.6 million), (3) proceeds from sales of short-term investments of RMB5.7 million (US$0.8 million).
Net cash provided by investing activities for the six months ended June 30, 2025 was RMB7.4 million, mainly attributable to (1) the proceeds from disposal of cryptocurrencies of RMB7.9 million and (2) the proceeds from disposal of property, plant and equipment of RMB2.1 million, partially offset by the purchase of investment of RMB2.0 million.
Financing Activities
Net cash used in financing activities for the six months ended June 30, 2026 was RMB33.2 million (US$4.9 million), mainly attributable to (1) repayments of bank loans of RMB23.4 million (US$3.4 million), (2) payments to repurchase of shares of RMB18.0 million (US$2.6 million), partially offset by the proceeds from bank loans of RMB8.3 million (US$1.2 million).
Net cash generated from financing activities for the six months ended June 30, 2025 was RMB375.9 million, mainly attributable to (1) the proceeds from issuance of ordinary shares and warrants of RMB357.0 million and (2) proceeds from bank loans of RMB21.2 million, partially offset by repayments of bank loans of RMB2.7 million.
Capital Expenditures
The Company did not incur material capital expenditures for the six months ended June 30, 2025 and 2026.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
Critical Accounting Policies and Estimates
An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.
We prepare our financial statements in conformity with the U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. We have determined that we have no critical accounting policies and estimates during the six months ended June 30, 2026.
Cautionary Statement Regarding Forward-Looking Statements
We have made statements in this report that constitute forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “could” and similar expressions. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.
7
These forward-looking statements include statements about:
The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. Many factors could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Consequently, you should not place undue reliance on these forward-looking statements.
The forward-looking statements speak only as of the date on which they are made; and, except as required by law we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The forward-looking statements included in this report relate to, among others:
| ● | our goals and strategies; |
| ● | our business and operating strategies and plans for the development of existing and new businesses, ability to implement such strategies and plans and expected time; |
| ● | our future business development, results of operations and financial condition; |
| ● | expected changes in our revenue, costs or expenditures; |
| ● | our expectations regarding demand for and market acceptance of our products and services; |
| ● | our projected markets and growth in markets; |
| ● | our potential need for additional capital and the availability of such capital; |
| ● | competition in our industry; |
| ● | relevant government policies and regulations relating to our industry; |
| ● | general economic and business conditions in China and globally; |
| ● | our use of the proceeds; |
| ● | the length and severity of the COVID-19 pandemic and its impact on our business and industry; and |
| ● | assumptions underlying or related to any of the foregoing. |
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update this forward-looking information. Nonetheless, we reserve the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this interim report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.
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