6-K
The9 LTD (NCTY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-34238
THE9 LIMITED
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Explanatory Note
This current report on Form 6-K, including the exhibits hereto, is incorporated by reference into the amendment No. 4 to the registration statement on Form F-3 (File No. 333-295089) and shall be a part of such registration statement from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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.
| THE9 LIMITED | ||
|---|---|---|
| By | : | /s/ George Lai |
| Name: | : | George Lai |
| Title: | : | Director and Chief Executive Officer |
Date: July 27, 2026
Exhibit 15.1
July 27, 2026
The9 Limited
17 Floor, No. 130 Wu Song Road
Hong Kou District, Shanghai 200080
People's Republic of China
Re: Registration Statement on Form F-3 (File No. 333-295089)
Ladies and Gentlemen:
We are aware that our report dated July 27, 2026, on our review of interim financial information of The9 Limited (the “Company”) as of March 31, 2026 and for the three-month periods ended March 31, 2026 and 2025, and included in the Company’s Current Report on Form 6-K dated July 27, 2026, is incorporated by reference in this Registration Statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a “report” or “part” of this Registration Statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.
Very truly yours,
/s/ RBSM LLP
Houston, Texas
Exhibit 99.1
The9 Posts Record Quarterly Profit; ExpectsSequential Growth Through 2026
Digital asset gains power record quarter; AI-poweredgame creation platform the9bit surpasses 8 million registered users
Hong Kong — July 27, 2026 — The9 Limited (Nasdaq: NCTY) (“The9” or the “Company”), a global diversified high-tech company, today reported net income of US$23 million for the three months ended March 31, 2026, delivering the strongest quarter in the Company’s history since its 2004 IPO. The result reflects substantial digital asset-related income, accelerating adoption of the9bit, and the continued build-out of the Company’s cryptocurrency operations and digital asset holdings.
Digital Asset-Related Income and Token Allocation
First-quarter net income was driven primarily by the receipt of 1.425 billion 9BIT tokens during the period, measured at fair value based on observable market prices on digital asset trading platforms including KuCoin, MEXC and BingX.
An additional 475 million 9BIT tokens were received in April 2026 and will be reflected in second-quarter results, bringing the Company’s total allocation to approximately 1.9 billion tokens under its cooperation agreement with the 9BIT Foundation, an independent crypto foundation established in Panama.
The Company accounts for its digital assets in accordance with applicable US GAAP. Its unaudited financial information for the three months ended March 31, 2026, has been reviewed by The9’s independent auditors under applicable standards.
As of the date of this release, the Company’s total cryptocurrency holdings, including BTC and 9BIT, are valued at approximately US$110 million based on quoted market prices. This estimate is provided for reference only and may not reflect realizable value.
the9bit Platform Growth
The9’s AI-powered game creation platform, the9bit, has scaled rapidly since its August 2025 launch, surpassing 8 million registered users who have created more than 110,000 games using its proprietary AI-assisted tools. By enabling creators to transform ideas and digital assets into playable games, the9bit lowers development barriers and expands the Company’s content offerings.
Advancing the9bit as an AI-Native Game Operating System
The9 is developing the9bit into an AI-native production operating system for interactive entertainment. At its center is a proprietary, model-agnostic orchestration layer that integrates AI agents, foundation models and development workflows into a unified platform — a capability the Company believes represents the9bit’s core competitive advantage, independent of any single foundation model. In each project, an AI producer agent transforms a single natural-language prompt into a structured development plan and autonomously directs a distributed workforce of over 60 specialized AI agents across the full production pipeline, designed to enable playable interactive experiences in as little as 10 minutes. The Company expects this advantage to compound over time, as every production cycle generates proprietary data that further strengthens the platform’s intelligence layer.
Incentive Plan
The Board of Directors has approved a long-term incentive plan under which senior management will be eligible to receive equity awards representing up to 12% of the Company’s outstanding shares. Notably, the awards vest only if the Company achieves higher quarterly net income in each of the remaining three quarters of 2026 compared with the first quarter, reflecting management’s confidence that the Company’s profitability will continue to strengthen through the year. The awards are further subject to multi-year vesting conditions and a three-year lock-up period, reinforcing management’s commitment to sustained, long-term shareholder value creation.
About The9 Limited
The9 Limited (Nasdaq: NCTY) is a global, diversified high-tech company redefining how games are created, played, and monetized. Founded in 1999 and Nasdaq-listed since 2004, The9 brings over two decades of gaming heritage to its flagship platform the9bit, an AI-powered digital asset ecosystem built around AI game creation and the $9BIT token economy, where every participant can play, create, earn, and own a stake in its growth. Beyond the9bit, The9 continues to explore emerging opportunities across AI-empowered industries and the broader digital ecosystem, including an equity stake in AI-driven drug discovery company NYB, building a multi-engine business positioned at the frontier of AI and the new economy, reshaping how value is created and shared.
Forward-Looking Statements
This release contains statements that are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, amongst other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. The use of words “will”, “expects”, “intends”, “anticipates”, “estimates”, “predicts”, “believes”, “should”, “potential”, “may”, “preliminary”, “forecast”, “objective”, “plan”, or “target”, and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties that could cause actual results to differ materially, including, but not limited to statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, and the markets in which we operate. For a discussion of these and other risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statement, see The9’s filings with the U.S. Securities and Exchange Commission. The9 undertakes no obligation to update or revise forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law.
Investor Relations Contact
Ms. Jojo Su
Investor Relations Specialist
The9 Limited
Tel: +86 (21) 6108-6080
Email: [email protected]
THE9 LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) INFORMATION
(Expressed in Renminbi - RMB and US Dollars - US$. All amounts in thousands, except for per share data, or otherwise noted.)
| Three months ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2026 | 2026 | |||||||
| RMB | RMB | US | |||||||
| (Note 1) | |||||||||
| Revenues: | |||||||||
| Cryptocurrency mining revenue | 21,447 | 4,622 | 670 | ||||||
| Online game services and other revenues from third party | 15,509 | 3,932 | 570 | ||||||
| Online game services and other revenues from related party | - | 4,287 | 621 | ||||||
| Total net revenues | 36,956 | 12,841 | 1,861 | ||||||
| Cost of cryptocurrency mining | (25,894 | ) | (6,483 | ) | (940 | ) | |||
| Cost of online game services and other revenues from third party | (9,152 | ) | (1,996 | ) | (289 | ) | |||
| Cost of online game services and other revenues from related party | - | (1,842 | ) | (267 | ) | ||||
| Total cost | (35,046 | ) | (10,321 | ) | (1,496 | ) | |||
| Gross profit | 1,910 | 2,520 | 365 | ||||||
| Operating income (expenses): | |||||||||
| Product development | (147 | ) | (3,567 | ) | (517 | ) | |||
| Sales and marketing | (165 | ) | (4,816 | ) | (698 | ) | |||
| General and administrative | (33,194 | ) | (32,417 | ) | (4,699 | ) | |||
| Realized gain on exchange cryptocurrencies | 12,106 | 7,584 | 1,099 | ||||||
| Fair value change on cryptocurrencies | (39,675 | ) | (68,647 | ) | (9,952 | ) | |||
| Total operating expenses | (61,075 | ) | (101,863 | ) | (14,767 | ) | |||
| Loss from operations | (59,165 | ) | (99,343 | ) | (14,402 | ) | |||
| Impairment on other investments | (555 | ) | - | - | |||||
| Interest expenses | (2,224 | ) | (11,548 | ) | (1,674 | ) | |||
| Gain (loss) on fair value of derivative | (3,254 | ) | 2,155 | 312 | |||||
| Gain on extinguishment of convertible notes | - | 377 | 55 | ||||||
| Gain on extinguishment of debt | - | 2,940 | 426 | ||||||
| Changes in fair value on other investments | (230 | ) | (12 | ) | (2 | ) | |||
| Cryptocurrency reward | - | 188,623 | 27,345 | ||||||
| Fair value change on 9BIT tokens | - | 70,778 | 10,262 | ||||||
| Other income, net | 450 | 213 | 32 | ||||||
| Foreign transaction exchange gain | 232 | 1,434 | 208 | ||||||
| Income (loss) from continuing operations before income tax expense and share of loss in equity method investments | (64,746 | ) | 155,617 | 22,562 | |||||
| Income tax expense | - | - | - | ||||||
| Share of gain in equity method investments | 301 | - | - | ||||||
| Net income (loss) | (64,445 | ) | 155,617 | 22,562 | |||||
| Net income (loss) attributable to noncontrolling interest | 1,793 | (1,150 | ) | (167 | ) | ||||
| Net income (loss) attributable to The9 Limited ordinary<br> shareholders | (66,238 | ) | 156,767 | 22,729 | |||||
| Other comprehensive income (loss): | |||||||||
| Currency translation adjustments | (152 | ) | (4 | ) | (1 | ) | |||
| Total comprehensive income (loss) | (64,597 | ) | 155,613 | 22,561 | |||||
| Comprehensive income (loss) attributable to: | |||||||||
| Noncontrolling interest | 1,793 | (1,150 | ) | (167 | ) | ||||
| The9 Limited | (66,390 | ) | 156,763 | 22,728 | |||||
| Net income (loss) per share attributable to The9 Limited ordinary shareholders: | |||||||||
| - Basic and diluted | (0.04 | ) | 0.05 | 0.01 | |||||
| Weighted average number of shares outstanding | |||||||||
| - Basic and diluted | 1,667,504 | 3,129,745 | 3,129,745 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
THE9 LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS INFORMATION
(Expressed in Renminbi - RMB and US Dollars - US$. All amounts in thousands, except for share data, or otherwise noted.)
| As of December 31, <br><br>2025 | As of Mar 31,<br><br><br> 2026 | As of Mar 31,<br><br> 2026 | ||||||
|---|---|---|---|---|---|---|---|---|
| RMB | RMB | US | ||||||
| (UNAUDITED) | (UNAUDITED) | |||||||
| (Note 1) | ||||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | 58,489 | 16,252 | 2,356 | |||||
| Accounts receivable, net of allowance for credit losses | 3,782 | 5,851 | 848 | |||||
| Accounts receivable-related party | 6,284 | 8,312 | 1,205 | |||||
| Prepayments and other current assets, net of allowance for credit losses | 19,543 | 20,444 | 2,964 | |||||
| Prepayments and other current assets-related party | 515 | 1,213 | 176 | |||||
| Advances to suppliers | 1,620 | 3,281 | 476 | |||||
| Cryptocurrencies | 13,673 | 7,095 | 1,029 | |||||
| Cryptocurrencies, restricted | 238,533 | 156,001 | 22,615 | |||||
| Cryptocurrencies (9BIT Tokens) | - | 259,401 | 37,605 | |||||
| Short term loan receivable-related party | - | 1,105 | 160 | |||||
| Total current assets | 342,439 | 478,955 | 69,434 | |||||
| Investments | 171,558 | 171,546 | 24,869 | |||||
| Property, equipment and software, net | 43,582 | 38,383 | 5,564 | |||||
| Operating lease right-of-use assets, net | 11,836 | 10,839 | 1,571 | |||||
| Convertible notes receivable-related party | 7,306 | 14,501 | 2,102 | |||||
| Intangible assets | 15,801 | 14,934 | 2,165 | |||||
| Other long-lived assets, net | 1,226 | 4,740 | 687 | |||||
| Total Assets | 593,748 | 733,898 | 106,392 | |||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | 15,849 | 14,962 | 2,169 | |||||
| Accounts payable-related party | 3,629 | 4,744 | 688 | |||||
| Other taxes payable | 1,434 | 1,408 | 204 | |||||
| Advances from customers | 5,924 | 5,997 | 869 | |||||
| Amounts due to related parties | 9,658 | 9,658 | 1,400 | |||||
| Loan, net | 174,476 | 138,374 | 20,060 | |||||
| Convertible notes | 48,152 | 54,528 | 7,905 | |||||
| Conversion feature derivative liability | 24,589 | 22,009 | 3,191 | |||||
| Interest payables | 3,941 | 4,738 | 687 | |||||
| Accrued expense and other current liabilities | 49,809 | 49,580 | 7,187 | |||||
| Current portion of operating lease liabilities | 4,189 | 4,237 | 614 | |||||
| Deferred revenue | 1,635 | 2,317 | 336 | |||||
| Put option liability | 112 | 112 | 16 | |||||
| Total current liabilities | 343,397 | 312,664 | 45,326 | |||||
| Non-current portion of operating lease liabilities | 7,815 | 6,786 | 984 | |||||
| Total Liabilities | 351,212 | 319,450 | 46,310 | |||||
| Ordinary shares contingently redeemable | 72,699 | 72,699 | 10,539 | |||||
| Equity | ||||||||
| Class A ordinary shares (US0.01 par value; 43,000,000,000 shares authorized, 4,504,052,678 and 4,518,342,878 shares issued and outstanding as of December 31, 2025 and March 31, 2026, respectively) | 317,358 | 318,338 | 46,149 | |||||
| Class B ordinary shares (US0.01 par value; 6,000,000,000 shares authorized, 63,607,334 and 63,607,334 shares issued and outstanding as of December 31, 2025 and March 31, 2026, respectively) | 4,533 | 4,533 | 657 | |||||
| Additional paid-in capital | 4,706,242 | 4,721,561 | 684,483 | |||||
| Statutory reserves | 7,327 | 7,327 | 1,062 | |||||
| Accumulated other comprehensive loss | (11,924 | ) | (11,928 | ) | (1,729 | ) | ||
| Accumulated deficit | (4,832,656 | ) | (4,675,889 | ) | (677,862 | ) | ||
| The9 Limited shareholders' equity | 190,880 | 363,942 | 52,760 | |||||
| Noncontrolling interest | (21,043 | ) | (22,193 | ) | (3,217 | ) | ||
| Total equity | 169,837 | 341,749 | 49,543 | |||||
| TOTAL LIABILITIES AND EQUITY | 593,748 | 733,898 | 106,392 |
All values are in US Dollars.
The accompanying notes are an integral part of these consolidated financial statements.
THE9 LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THREE MONTHS ENDED MARCH 31, 2025 AND 2026
(Expressed in Renminbi - RMB and US Dollars - US$. All amounts in thousands, except for share data, or otherwise noted.)
| Three months ended March 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2026 | |||||||||||
| **** | **** | **** | RMB | **** | **** | **** | RMB | **** | **** | **** | US | |
| Cash flows from operating activities: | ||||||||||||
| Net income(loss) | (64,445 | ) | 155,617 | 22,562 | ||||||||
| Adjustments for reconcile net income (loss) to net cash used in operating<br> activities: | ||||||||||||
| Loss (Gain) on disposal of property, equipment and software | 14 | 1 | - | |||||||||
| Amortization of deferred loan costs | 414 | 1,038 | 151 | |||||||||
| Conversion of interest of convertible debt into ordinary shares | (257 | ) | - | - | ||||||||
| Share-based compensation expenses | 9,855 | 14,219 | 2,061 | |||||||||
| Share of loss in equity method investments | (301 | ) | - | - | ||||||||
| Changes in fair value on other investments | 230 | 12 | 2 | |||||||||
| Impairment on other investments | 555 | - | - | |||||||||
| (Gain) loss from change in fair value of conversion feature derivative, option assets and liabilities | 3,254 | (2,155 | ) | (313 | ) | |||||||
| Depreciation and amortization of property, equipment and software | 4,496 | 5,026 | 729 | |||||||||
| Foreign currency exchange gain | (232 | ) | (1,434 | ) | (208 | ) | ||||||
| Gain on extinguishment of debt | - | (2,940 | ) | (426 | ) | |||||||
| Non-cash interest expense on convertible notes | 1,088 | 9,586 | 1,390 | |||||||||
| Amortization of intangible assets | - | 867 | 126 | |||||||||
| Gain on extinguishment of convertible notes | - | (377 | ) | (55 | ) | |||||||
| Non-cash lease expense | 1,113 | 997 | 145 | |||||||||
| Cryptocurrency mining revenue | (21,447 | ) | (4,622 | ) | (670 | ) | ||||||
| Receipt of USDC and USDT from exchange of other cryptocurrencies | (12,488 | ) | - | - | ||||||||
| Receipt of USDC from operating activities | - | (257 | ) | (38 | ) | |||||||
| Realized gain on sale/exchange of cryptocurrencies | (12,106 | ) | (7,584 | ) | (1,099 | ) | ||||||
| Change in fair value of cryptocurrency | 39,675 | (2,131 | ) | (309 | ) | |||||||
| Payment of default deficit | - | 3,597 | 522 | |||||||||
| Receipt of 9bit from operating activities | - | (188,623 | ) | (27,345 | ) | |||||||
| Payment in cryptocurrencies for operating activities | 13,724 | 5,428 | 787 | |||||||||
| Sale of cryptocurrencies for cash | 10,447 | - | - | |||||||||
| Interest expense | 863 | 1,418 | 206 | |||||||||
| Sale of cryptocurrencies for other cryptocurrencies | 13,114 | - | - | |||||||||
| Change in accounts receivable | (5,375 | ) | (4,099 | ) | (594 | ) | ||||||
| Change in advance to suppliers | (100 | ) | (1,661 | ) | (241 | ) | ||||||
| Change in prepayments and other current assets | 5,205 | (1,427 | ) | (207 | ) | |||||||
| Change in other long-lived assets | (8,987 | ) | (3,514 | ) | (510 | ) | ||||||
| Change in Operating lease right-of-use assets | (2,189 | ) | - | - | ||||||||
| Change in accounts payable | 4,257 | 225 | 33 | |||||||||
| Change in amounts due from related parties | 2,312 | (10,119 | ) | (1,467 | ) | |||||||
| Change in other taxes payable | 221 | (26 | ) | (4 | ) | |||||||
| Change in advances from customers | (75 | ) | 756 | 110 | ||||||||
| Change in accrued expenses and other current liabilities | 9,651 | (229 | ) | (33 | ) | |||||||
| Change in Operating lease liabilities | 1,052 | (979 | ) | (143 | ) | |||||||
| Net cash used in operating activities | (6,462 | ) | (33,390 | ) | (4,838 | ) | ||||||
| Cash flows from investing activities | ||||||||||||
| Loan to a related party | - | (8,073 | ) | (1,170 | ) | |||||||
| Proceeds from disposal of property, equipment and software | 89 | - | - | |||||||||
| - | - | |||||||||||
| Net cash provided by (used in) investing activities | 89 | (8,073 | ) | (1,170 | ) | |||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of convertible notes | 21,472 | - | - | |||||||||
| Repayments of BTC Mortgage loan | (16,334 | ) | - | - | ||||||||
| Net cash provided by (used in) financing activities | 5,138 | - | - | |||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | 935 | (774 | ) | (115 | ) | |||||||
| Net change in cash and cash equivalents | (300 | ) | (42,237 | ) | (6,123 | ) | ||||||
| Cash and cash equivalents, beginning of year | 10,911 | 58,489 | 8,479 | |||||||||
| Cash and cash equivalents, end of year | 10,611 | 16,252 | 2,356 | |||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Interest paid | - | - | - | |||||||||
| Income taxes paid | - | - | - | |||||||||
| Non-cash investing and financing activities: | ||||||||||||
| Loan payment in exchange for cryptocurrencies | - | 9,891 | 1,434 | |||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease<br> liabilities | 1,114 | - | - | |||||||||
| Conversion of convertible notes into ordinary shares | - | 2,080 | 301 | |||||||||
| Settlement of L2 T6 Loan in USBT | - | 25,307 | 3,669 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THREE MONTHS ENDED MARCH 31, 2026
(Amounts in thousands of Renminbi (“RMB”), and in thousands of U.S. Dollars (“US$”), including number of shares)
| Number<br> of<br><br> shares | Par<br> value | Additional<br><br> paid-in<br><br> capital | Statutory<br><br> reserves | Accumulated<br><br> other<br><br> comprehensive<br><br> loss | Accumulated<br><br> deficit | Equity<br><br> (deficit)<br><br> attributable<br><br> to The9<br><br> limited | Noncontrolling<br><br> interest | Total<br><br> Shareholder<br><br> Equity<br><br> (deficit) | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | |||||||||||||||||||||||||||||
| Balance as of January 1, 2026 | 4,567,660 | 321,891 | 4,706,242 | 7,327 | (11,924 | ) | (4,832,656 | ) | 190,880 | (21,043 | ) | 169,837 | ||||||||||||||||||||||||
| Net income | - | - | - | - | - | 156,767 | 156,767 | (1,150 | ) | 155,617 | ||||||||||||||||||||||||||
| Currency translation adjustments | - | - | - | - | (4 | ) | - | (4 | ) | - | (4 | ) | ||||||||||||||||||||||||
| Cancellation of ordinary shares | (4,457 | ) | (320 | ) | 320 | - | - | - | - | - | ||||||||||||||||||||||||||
| Share-based compensation | - | - | 14,219 | - | - | - | 14,219 | - | 14,219 | |||||||||||||||||||||||||||
| Conversion of convertible<br> debt into ordinary shares | 18,748 | 1,300 | 780 | - | - | - | 2,080 | - | 2,080 | |||||||||||||||||||||||||||
| Balance as of March 31, 2026 | 4,581,950 | 322,871 | 4,721,561 | 7,327 | (11,928 | ) | (4,675,889 | ) | 363,942 | (22,193 | ) | 341,749 | ||||||||||||||||||||||||
| Balance as of March 31, 2026 (US except share<br> data) | 4,581,950 | 46,806 | 684,483 | 1,062 | (1,729 | ) | (677,862 | ) | 52,760 | (3,217 | ) | 49,543 |
All values are in US Dollars.
THE9 LIMITED ****
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ****
Note 1 – Organization and Nature of Operations
The accompanying unaudited condensed consolidated financial statements include the financial statements of The9 Limited (“The9”), incorporated in the Cayman Islands, its subsidiaries, the consolidated variable interest entity (the “VIE”), and the subsidiaries of the VIE (collectively, the “Group,” the “Company,” “we,” “our,” or “us”). The Group is primarily engaged in the operation of cryptocurrency mining, and, since the second half of 2024, has reentered the online gaming business in mainland China through business cooperation with various gaming companies.
There have been no material changes to the Group’s principal subsidiaries or VIE structure during the three months ended March 31, 2026.
Note 2 – Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all information and footnotes required by the U.S. GAAP for complete annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position as of March 31, 2026, and its results of operations and comprehensive income (loss), changes in equity, and cash flows for the periods presented have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of results for the year ending December 31, 2026.
The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by U.S. GAAP for complete annual financial statements.
These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 20-F for the year ended December 31, 2025. The accounting policies applied are consistent with those used in the Company’s most recent audited annual financial statements, with no material changes during the period.
Note 3 – Convenience Translation
The United States dollar (“US dollar” or “US$”) amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers at the rate of US$1.00 = RMB6.8980, representing the noon buying rate on the last trading day of March 2026 (March 31, 2026), as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.
Note 4 – Variable Interest Entity
The Group is the primary beneficiary of its VIE, Shanghai The9 Information Technology Co., Ltd. (“Shanghai IT” or the “VIE”), which was designed to comply with PRC regulations that prohibit direct foreign ownership of businesses that operate online games in the PRC. Through contractual arrangements between the Group’s subsidiary, Huiling Computer Technology Consulting (Shanghai) Co. Ltd. (“Huiling”, a wholly-owned foreign enterprise, the “WOFE”), and Shanghai IT’s shareholders, the Group has (1) the power to direct the activities of the VIE that most significantly affect its economic performance, and (2) the right to receive benefits from the VIE that could potentially be significant to the VIE. Accordingly, the Group has consolidated the VIE pursuant to ASC 810, Consolidation. There have been no changes to the contractual arrangements, the Group’s control conclusion, or identified risks and uncertainties related to the VIE structure during the three months ended March 31, 2026. For a full description of the contractual arrangements and associated risks, see Note 5 to the Group’s audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended December 31, 2025.
The VIE’s assets are not used as collateral for the VIE’s obligations and can only be used to settle the VIE’s obligations.
Note 5 – Investments
The Group’s investments, accounted for under the equity method and cost method, are more fully described in Note 11 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. There have been no material changes in the composition, carrying value, or impairment assessment of the Group’s investment portfolio during the three months ended March 31, 2026.
Note 6 – Call Option Assets
As of December 31, 2025 and March 31, 2026, the Group’s call option assets, related to its equity interest in Kuaijin, were carried at a fair value of nil. There have been no changes in the terms of the call option or reassessment triggering a change in fair value during the three months ended March 31, 2026.
Note 7 – Cryptocurrencies
The Group holds digital assets, including Bitcoin (“BTC”) and 9BIT tokens, which are accounted for in accordance with applicable U.S. GAAP.
During the three months ended March 31, 2026, the Group received 1,425,000,000 9BIT tokens pursuant to a cooperation agreement with the 9BIT Foundation, an independent crypto foundation established in Panama, in connection with the Group’s AI-powered game creation platform, the9bit. the9bit started its operation in late 2025. It focuses on the Southeast Asia market for the time being, and will expand to other countries in the future.
According to the cooperation agreement, the9bit will utilize 9BIT as its platform token in a non-exclusive basis. Being the initial ecosystem contributor, the9bit will be rewarded a total of 1,900,000,000 9BIT tokens (1,425,000,000 tokens were received during the three months ended March 31, 2026 and 475,000,000 tokens were received subsequently in April 2026) by 9BIT Foundation for its contribution to the 9BlT ecosystem. the9bit does not have any obligation for how long it will utilize 9BIT as its platform token or whether it will utilize other tokens in the future. The Group recognized such cryptocurrency reward when it received 9BIT tokens in its wallet.
The tokens were measured at fair value based on observable market prices on digital asset trading platforms, including KuCoin, MEXC, and BingX, on which 9BIT tokens are listed. The initial receipt of RMB188,815 thousand (US$27,372 thousand) was recorded within other income as “Cryptocurrency reward.” The tokens are subsequently remeasured to fair value at each reporting date, with changes recognized in net income as “Fair value change on 9BIT tokens”.
9BIT Token roll-forward — three months ended March 31, 2026:
| Tokens | RMB (’000) | US (’000) | ||||
|---|---|---|---|---|---|---|
| Balance at December 31, 2025 | - | - | - | |||
| Tokens received | 1,425,000,000 | 188,623 | 27,345 | |||
| Fair value change | - | 70,778 | 10,262 | |||
| Balance at March 31, 2026 | 1,425,000,000 | 259,401 | 37,605 |
All values are in US Dollars.
In addition to 9BIT tokens, the Group holds other cryptocurrencies, consisting primarily of Bitcoin (BTC), together with smaller holdings of Tether (USDT) and USD Coin (USDC). The following table presents the roll-forward of Cryptocurrencies and Cryptocurrencies, restricted (excluding 9BIT tokens, presented in a separate balance sheet line item, see above) for the three months ended March 31, 2026:
| (RMB in thousands) | Amount | ||
|---|---|---|---|
| Balance at December 31, 2025 | 252,206 | ||
| Receipt of cryptocurrencies from mining activities | 4,622 | ||
| Receipt of USDC from operating activities | 257 | ||
| Payment for operating activities | (5,428 | ) | |
| Repaid of BTC Mortgage borrowing | (22,366 | ) | |
| Interest expense | (1,418 | ) | |
| Payment of default deficit | (3,596 | ) | |
| Exchange gain or loss for RMB/ translation | (118 | ) | |
| Realized gain on sale/exchange of cryptocurrencies | 7,584 | ||
| Fair value change on cryptocurrencies | (68,647 | ) | |
| Balance at March 31, 2026 | 163,096 |
All values are in US Dollars.
See Note 22, Subsequent Events for additional 9BIT tokens received subsequent to March 31, 2026.
Note 8 – Put Option Liabilities
The Group’s remaining put option liability relates to its equity interest in Shenma, as more fully described in Note 17 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. The put option liability was RMB112 thousand (US$16 thousand) as of both December 31, 2025 and March 31, 2026, with no significant change in fair value recognized during the three months ended March 31, 2026.
Note 9 – Leases
The Group has operating leases primarily for office space, parking lots, and warehouse space. Balances related to operating leases as of March 31, 2026 were as follows:
| December 31, 2025 | March 31, 2026 | |||
|---|---|---|---|---|
| Operating lease right-of-use assets (RMB ’000) | 11,836 | 10,839 | ||
| Operating lease liabilities – current (RMB ’000) | 4,189 | 4,237 | ||
| Operating lease liabilities – non-current (RMB ’000) | 7,815 | 6,786 |
Operating lease cost recognized for the three months ended March 31, 2026 was RMB1,133 thousand (US$164 thousand), compared to RMB1,199 thousand for the three months ended March 31, 2025. There have been no new leases entered into, material modifications, or terminations during the three months ended March 31, 2026, and no changes to the weighted-average discount rate or remaining lease term materially different from that disclosed as of December 31, 2025 (4.65%). The weighted average remaining lease term (in years) are 2.95 years as of December 31, 2025 and 2.70 years as of March 31, 2026.
Note 10 – Taxation
The Group is subject to income taxation in the Cayman Islands, Hong Kong, Singapore, the PRC, and the United States, as more fully described in Note 19 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. There have been no changes to the Group’s tax jurisdictions, statutory rates, or preferential tax qualifications during the three months ended March 31, 2026.
No income tax expense was recorded for the three months ended March 31, 2026, notwithstanding net income of RMB156,767 thousand for the period. This net income was primarily attributable to the receipt and fair value remeasurement of 9BIT tokens by a Group subsidiary incorporated in Hong Kong. Hong Kong operates a territorial system of taxation, under which profits tax applies only to profits arising in or derived from Hong Kong. This subsidiary maintains no office, employees, or operations in Hong Kong and holds only a registered address through a registered agent. Accordingly, and consistent with the Group’s Hong Kong subsidiaries not having historically derived assessable profits in Hong Kong (as disclosed in Note 19 to the Group’s audited annual financial statements), management has concluded that no Hong Kong income tax is applicable to this income.
Note 11 – Loan
The loan balance decreased from RMB174,476 thousand (US$25,300 thousand) as of December 31, 2025 to RMB138,374 thousand (US$20,060 thousand) as of March 31, 2026, primarily reflecting the following activity during the three months ended March 31, 2026:
In February 2026, the Group received the first batch of five default notices under Loan Agreement #2, stating that an Event of Default had occurred under loan tranches #3, #4, #5, #6, and #7 due to a diminution in the value of pledged collateral. Pursuant to these notices, the Group transferred 0.5 million USDT to the lender to cure the default deficit for tranches #3, #4, #5, #6, and #7. In mid-February 2026, the Group received a second batch of five default notices and transferred US$0.9 million to cure the default deficit under tranches #3, #4, #5, and #7. The Group did not cure the deficit under tranche #6; instead, the Group terminated that loan tranche, with a principal amount of approximately US$3.6 million plus accrued interest, and forfeited its right to receive the pledged collateral of 48 BTC in full settlement.
As of March 31, 2026, the remaining loan balance under Loan Agreement #2 remains outstanding under the terms described above and in the Group’s audited consolidated financial statements as of and for the year ended December 31, 2025.
Note 12 – Convertible Notes
As of March 31, 2026, the Group had the following convertible notes outstanding, both bearing 6% interest per annum and convertible into ADSs at the lower of 90% of the average 5-day trading price preceding the redemption notice or 90% of the closing price on the day before the redemption notice:
| March 31, 2026<br><br> Principal<br><br> (RMB ’000) | March 31, 2026<br><br> Accrued Interest<br><br> (RMB ’000) | |||
|---|---|---|---|---|
| February 2025 3,300,000 Note, due February 27, 2026(on April 14, 2026, the maturity date for this Note is extended until September 5, 2026) | 11,883 | 3,484 | ||
| September 2025 8,800,000 Note, due September 22, 2026 | 42,645 | 18,525 | ||
| Total | 54,528 | 22,009 |
All values are in US Dollars.
The following table presents the roll-forward of convertible notes, net of unamortized discount, for the three months ended March 31, 2026:
| (RMB in thousands) | Amount | ||
|---|---|---|---|
| Balance at January 1, 2026 | 48,152 | ||
| Issuance of convertible notes, face value | - | ||
| Amortization of debt discount | 8,486 | ||
| Conversion | (1,963 | ) | |
| Exchange rate change on notes’ face value | (147 | ) | |
| Balance at March 31, 2026 | 54,528 |
The fair value of the conversion option embedded in each note is estimated using the Black-Scholes option pricing model. Key assumptions used as of March 31, 2026 were: (1) dividend yield of 0%; (2) expected volatility of 78.18%-78.39%; (3) risk-free interest rate of 3.71%-3.72%; (4) expected life of 0.43-0.48 years; and (5) estimated fair value of the Group’s ADSs of $4.93 per share.
Note 13 – Warrants
The Group has issued warrants to purchase Class A ordinary shares in connection with various financing transactions completed between 2021 and September 2025, as more fully described in Note 24 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. These warrants are classified as equity, with no remeasurement subsequent to initial recognition. There were no new warrant issuances, exercises, cancellations, or expirations during the three months ended March 31, 2026.
Note 14 – Fair Value Measurement
| Level 1 | Level 2 | Level 3 | Total (RMB ’000) | Total (US ’000) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||||
| Cryptocurrencies | 7,095 | - | - | 7,095 | 1,029 | |||||
| Cryptocurrencies, restricted | 156,001 | - | - | 156,001 | 22,615 | |||||
| Cryptocurrencies (9BIT Tokens) | 259,401 | - | - | 259,401 | 37,605 | |||||
| Total assets | 422,497 | - | - | 422,497 | 61,249 | |||||
| Liabilities | ||||||||||
| Conversion Feature Derivative Liability | - | - | 22,009 | 22,009 | 3,191 | |||||
| Put option liabilities | - | - | 112 | 112 | 16 | |||||
| Total liabilities | - | - | 22,121 | 22,121 | 3,207 |
All values are in US Dollars.
There have been no changes to the Group’s valuation techniques or significant unobservable inputs for Level 3 items during the three months ended March 31, 2026.
Note 15 – Share-Based Compensation
The Group’s share-based compensation arrangements are more fully described in Note 28 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. The increase in Class A ordinary shares outstanding during the three months ended March 31, 2026 reflects the scheduled vesting of restricted shares previously granted and disclosed in the Group’s Annual Report on Form 20-F for the year ended December 31, 2025. No new share-based awards were authorized or granted during the three months ended March 31, 2026.
Share-based compensation expense recognized for the three months ended March 31, 2026 was RMB14,219 thousand (US$1,982 thousand), compared to RMB9,855 thousand for the three months ended March 31, 2025.
As of March 31, 2026, there was approximately RMB 141,595 thousand (US$20,527 thousand) of unrecognized compensation cost related to non-vested restricted shares, expected to be recognized over a weighted-average period of approximately 1.41 years.
Note 16 – Related Party Transactions and Balances
Convertible notes receivable – related party (NYB)
The Group’s convertible notes receivable from Nanyang Biologics (“NYB”), a related party, increased from RMB7,306 thousand at December 31, 2025 to RMB14,501 thousand (US$2,102 thousand) at March 31, 2026, reflecting the closing of the Second NYB Convertible Note Agreement in January 2026, pursuant to which the Group funded an additional US$1,000,000 principal amount under substantially similar terms as the original agreement, plus accrued interest during the period.
Loan receivable – related party
Transactions with Shanghai ZSHX
Shanghai Zhong Shun Heng Xin Network Science and Technology Co., Ltd. (“Shanghai ZSHX”), the 49% noncontrolling interest holder of the Group’s Shanghai joint venture, received online gaming revenue on behalf of the Group through its provision of a payment channel. For the three months ended March 31, 2026, revenue – related party amounted to RMB4,287 thousand (US$621 thousand) and cost – related party amounted to RMB1,842 thousand (US$267 thousand). As of March 31, 2026, accounts receivable – related party amounted to RMB8,312 thousand (US$1,205 thousand), prepayments and other current assets – related party amounted to RMB1,213 thousand (US$176 thousand), and accounts payable – related party amounted to RMB4,744 thousand (US$688 thousand).
Note 17 – (Loss) Income Per Share
Basic and diluted net income (loss) per share is calculated as follows:
| Three months ended<br><br> March 31, 2025 | Three months ended<br><br> March 31, 2026 | ||||
|---|---|---|---|---|---|
| Net (loss) income attributable to The9 Limited ordinary shareholders (RMB ’000) | (66,238 | ) | 156,767 | ||
| Weighted-average shares outstanding – basic and diluted<br> (’000) | 1,667,504 | 3,129,745 | |||
| Net (loss) income per share – basic and diluted | $ | (0.04 | ) | $ | 0.05 |
Potential ordinary shares, including warrants, convertible notes, unvested shares, and contingently redeemable shares, were excluded from the calculation of diluted net income (loss) per share for both periods presented, as their effect would have been antidilutive. As a result, weighted-average shares outstanding and net income (loss) per share are presented on a combined basic and diluted basis for both periods.
Note 18 – Noncontrolling Interest
| RMB (’000) | US (’000) | |||||
|---|---|---|---|---|---|---|
| Noncontrolling interest at December 31, 2025 | (21,043 | ) | (3,050 | ) | ||
| Net loss attributable to noncontrolling interest | (1,150 | ) | (167 | ) | ||
| Noncontrolling interest at March 31, 2026 | (22,193 | ) | (3,217 | ) |
All values are in US Dollars.
Note 19 – Ordinary Shares Contingently Redeemable
As of March 31, 2026, ordinary shares contingently redeemable of RMB72,699 thousand (US$10,539 thousand) relate solely to 417,880,500 shares issued to Shenma Limited as consideration for the Group’s investment in Shenma, which remain subject to Shenma’s right to force redemption or repurchase. There has been no change in this balance or in the terms of Shenma’s redemption right during the three months ended March 31, 2026.
Note 20 – Commitments and Contingencies
Contingencies
The Group is involved in the following legal proceedings, each carried forward from the Group’s audited consolidated financial statements as of and for the year ended December 31, 2025:
| · | Skychain Technologies Inc.: the Group holds a summary judgment of CAD 2 million and is pursuing enforcement. Skychain’s appeal<br>was rejected by the court in April 2023. |
|---|---|
| · | Hashland Inc.: the Group’s breach-of-hosting-agreement claim<br>is pending in Texas state court. Based on the latest court hearing, the Group has obtained a default judgment against all defendants.<br>The Group will continue to pursue for the enforcement of the judgment.. |
| --- | --- |
| · | LGHSTR Ltd. and affiliates: the Group withdrew its Shanghai court<br>filing in October 2025 and initiated arbitration with the Hong Kong International Arbitration Center. As of the date of this report, the<br>parties have engaged arbitrators for the next procedure as required by the Hong Kong International Arbitration Center. |
| --- | --- |
Other than the foregoing, the Group is not currently a party to any material legal or administrative proceedings.
Note 21 – Segment Reporting
The Group has two reportable segments, each evaluated separately by the Chief Executive Officer (“CEO”), who serves as the Group’s Chief Operating Decision Maker (“CODM”): Cryptocurrency Mining and Online Game Services. The CODM uses segment revenue, significant segment expenses, and segment profit or loss to assess performance and allocate resources. There have been no changes to the identification of the Group’s reportable segments or the measure of segment profit or loss used by the CODM during the three months ended March 31, 2026.
The following table presents segment revenue and segment loss for the three months ended March 31, 2026 and 2025:
| (RMB in thousands) | Cryptocurrency<br> Mining | Online Game <br> Services | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Three months ended March 31, 2026 | |||||||||
| Revenue | 4,622 | 8,219 | 12,841 | ||||||
| Less: Cost of revenue | (6,483 | ) | (3,838 | ) | (10,321 | ) | |||
| Product development | — | (3,567 | ) | (3,567 | ) | ||||
| Sales and marketing | — | (4,816 | ) | (4,816 | ) | ||||
| General and administrative | (2,822 | ) | (29,595 | ) | (32,417 | ) | |||
| Realized gain on exchange cryptocurrencies | 7,584 | — | 7,584 | ||||||
| Fair value change on cryptocurrencies | (68,647 | ) | — | (68,647 | ) | ||||
| Segment income (loss) | (65,746 | ) | (33,597 | ) | (99,343 | ) | |||
| Three months ended March 31, 2025 | |||||||||
| Revenue | 21,447 | 15,509 | 36,956 | ||||||
| Less: Cost of revenue | (25,894 | ) | (9,152 | ) | (35,046 | ) | |||
| Product development | — | (147 | ) | (147 | ) | ||||
| Sales and marketing | — | (165 | ) | (165 | ) | ||||
| General and administrative | (4,199 | ) | (28,995 | ) | (33,194 | ) | |||
| Realized gain on exchange cryptocurrencies | 12,106 | — | 12,106 | ||||||
| Fair value change on cryptocurrencies | (39,675 | ) | — | (39,675 | ) | ||||
| Segment income (loss) | (36,215 | ) | (22,950 | ) | (59,165 | ) |
A reconciliation of segment income (loss) to the Group’s consolidated net income (loss) is as follows:
| (RMB in thousands) | Three months ended<br><br> March 31, 2026 | Three months ended<br><br> March 31, 2025 | ||||
|---|---|---|---|---|---|---|
| Total segment income (loss) | (99,343 | ) | (59,165 | ) | ||
| Corporate and unallocated items, including: | ||||||
| Cryptocurrency reward (9BIT tokens) | 188,623 | — | ||||
| Fair value change on 9BIT tokens | 70,778 | — | ||||
| Interest expense | (11,548 | ) | (2,224 | ) | ||
| Gain (loss) on fair value of derivative | 2,155 | (3,254 | ) | |||
| Gain on extinguishment of convertible notes | 377 | — | ||||
| Gain on extinguishment of debt | 2,940 | — | ||||
| Other items, net | 2,785 | (1,595 | ) | |||
| Net income (loss) | 156,767 | (66,238 | ) |
The following table presents segment assets as of March 31, 2026:
| (RMB in thousands) | Cryptocurrency <br> Mining | Online Game <br> Services | Total | |||
|---|---|---|---|---|---|---|
| Prepayments and other current assets | 1,116 | 20,541 | 21,657 | |||
| Cryptocurrencies | 163,096 | 259,401 | 422,497 | |||
| Property, equipment and software, net | 36,530 | 1,853 | 38,383 | |||
| Total assets | 225,553 | 508,345 | 733,898 |
Depreciation and amortization expenses by segment for the three months ended March 31, 2026 and 2025 are as follows:
| (RMB in thousands) | Cryptocurrency <br> Mining | Online Game<br> Services | Total | |||
|---|---|---|---|---|---|---|
| Three months ended March 31, 2026 | 4,993 | 34 | 5,026 | |||
| Three months ended March 31, 2025 | 4,481 | 15 | 4,496 |
Note 22 – Subsequent Events
In April 2026, the Group received an additional 475,000,000 9BIT tokens pursuant to its cooperation agreement with the 9BIT Foundation, bringing the Group’s total token allocation under the agreement to approximately 1.9 billion tokens. As of the date of this report, the Group’s total cryptocurrency holdings, including BTC and 9BIT tokens, were valued at approximately US$110 million based on quoted market prices; this estimate is provided for reference only and may not reflect realizable value.
The Group has evaluated events occurring after March 31, 2026 through July 27, 2026 and, other than as described above, has determined there were no material subsequent events requiring disclosure.
Exhibit 99.2
Year 2026Q1 Compared to Year 2025Q1
Revenues. Our revenues decreased by 65.3% from RMB37.0 million in 2025 to RMB12.8 million (US$1.9 million) in 2026, primarily because of we reduced the mining activities due to the decrease of Bitcoin price.
Cost of Revenue. Cost of revenue decreased by 70.6% from RMB35.0 million in 2025 to RMB10.3 million (US$1.5 million) in 2026, primarily due to decrease in relevant cryptocurrency mining cost.
Product Development Expenses. Product development expenses increased by 2,326.5% from RMB0.1 million in 2025 to RMB3.6 million (US$0.5 million) in 2026. The increase was primarily due to outsourced research and development on 9bit gaming platform and payroll expense on online game.
Sales and Marketing Expenses. Sales and marketing expenses increased by 2,818.8% from RMB0.2 million in 2025 to RMB4.8 million (US$0.7 million) in 2026. The increase in sales and marketing expenses was primarily due to growth online game user acquisition costs and promotional expenses.
General and Administrative Expenses. General and administrative expenses decreased by 2.3% from RMB33.2 million in 2025 to RMB32.4 million (US$4.7 million) in 2026.
Impairment on Other investments. We recorded impairment on other investment of RMB0.6 million in 2025 and nil in 2026, primarily due to the impairment on investment of SMI.
Realized Gain on Exchange Cryptocurrencies. Our realized gain on exchange cryptocurrencies decreased from RMB12.1 million in 2025 to RMB7.6 million (US$1.1 million) in 2026, primarily because of decrease expend on cryptocurrencies.
Fair value Change on Cryptocurrencies. We recorded fair value change on cryptocurrencies of RMB39.7 million and RMB 68.6 million (US$(10.0 million) in 2025 and 2026, respectively. The difference was primarily due to the price change of the cryptocurrencies.
Changes in fair value on other investments. We recognized negative changes in fair value on other investment amounted to RMB0.2 million in 2025, primarily due to the negative fair value change on Nano Labs, Ltd. We recognized negative changes in fair value on other investment amounted to RMB0.01 million in 2026, primarily due to the negative fair value change on Nano Labs, Ltd.
Interest Expenses. We recorded interest expenses amounting to RMB 11.5 million (US$1.7 million) in 2026 and RMB2.2 million in 2025, primarily due to the increase on non-cash amortization of debt discount.
Gain (loss) from Change in Fair Value of Conversion Feature Derivative Liability. We had a gain from change in fair value of conversion feature derivative liability of RMB2.2 million (US$0.3 million) in 2026 and a loss from change in fair value of conversion feature derivative liability of RMB 3.3 million in 2025, primarily due to the increase on non-cash amortization of debt discount and fair value change on options.
Gain on extinguishment of debt. We recorded gain on extinguishment of debt of nil in 2025 and RMB 2.9 million (US$ 0.4 million) in 2026. The increase was primarily attributable to the termination of Loan 2, Tranche 6, effective February 26, 2026. Upon termination of the loan, the Company was no longer required to repay the outstanding loan balance to the lender, and the lender was not required to return the collateral to the Company.
Cryptocurrency reward. We recorded cryptocurrency amounting to RMB 188.6 million (US$27.3 million) in 2026 and nil in 2025, mainly related to the Group received 1,425,000,000 9BIT tokens pursuant to a cooperation agreement with the 9BIT Foundation, during the three months ended March 31, 2026
Fair value change on 9BIT tokens. We recorded fair value change on 9BIT tokens of nil and RMB 70.8 million (US$(10.3 million) in 2025 and 2026, respectively. The difference was primarily due to the price change of the 9BIT tokens.
Foreign Exchange Gain (Loss). We recorded foreign exchange loss of RMB 0.2 million in 2025 and gain of RMB 1.4 million (US$0.2 million) in 2026.
Other Income, Net. We recorded other income amounting to RMB 0.2 million (US$0.03 million) in 2026 mainly related to government subsidy. We recorded other income amounting to RMB0.4 million in 2025, mainly relating to income from sales of fixed assets in 2025.
Net Income (Loss) Income Attributable to The9 Limited ordinary Shareholders. Primarily as a result of the cumulative effect of the above factors, we recorded a net income attributable to our ordinary shareholders of RMB156.8 million (US$22.7 million) in 2026, as compared with net loss attributable to our ordinary shareholders of RMB66.2 million in 2025.
Liquidity and Capital Resources
As of March 31, 2026, the Group had cash and cash equivalents of RMB16,252 thousand (US$2,356 thousand), compared to RMB58,489 thousand as of December 31, 2025.
Operating Activities. Net cash used in operating activities was RMB33,390 thousand for the three months ended March 31, 2026, primarily due to 1) net income of three months ended March 31, 2026 is RMB155,617 thousand, partially offset by 1) receipt of 9bit from operating activities RMB188,623 thousand, 2) change in accounts receivable and other long-lived assets RMB7,613 thousand.
Investing Activities. Net cash used in investing activities was RMB8,073 thousand for the three months ended March 31, 2026, primarily due to proceeds from loan to a related party RMB8,073 thousand.
Financing Activities. Net cash provided by and used in financing activities was nil for the three months ended March 31, 2026.
Exhibit 99.3
Report of IndependentRegistered Public Accounting Firm
To the shareholders and the board of directors of The9 Limited
Results of Review of Interim Financial Information
We have reviewed the accompanying condensed consolidated balance sheet of The9 Limited (the “Company”) as of March 31, 2026, and the related condensed consolidated statements of operations and comprehensive income (loss), and cash flows for the three-month periods ended March 31, 2026 and 2025, and changes in equity for the three-month periods ended March 31, 2026, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sheet of the Company as of December 31, 2025, and the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated April 15, 2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ RBSM LLP
Houston, Texas
July 27, 2026
Exhibit 99.4
The9 Names George Lai Chief Executive Officer
Leadership transition reinforces management’slong-term alignment with shareholders
Hong Kong — July 27, 2026 — The9 Limited (Nasdaq: NCTY) (“The9” or the “Company”), a global diversified high-tech company, today announced the appointment of George Lai as Chief Executive Officer (“CEO”), effective July 27, 2026. Mr. Lai succeeds Founder and Chairman Jun Zhu, who will continue to serve as Executive Chairman of the Board.
Leadership Transition
Mr. Lai joined The9 approximately 18 years ago and has served as Chief Financial Officer (“CFO”) since 2008, playing a central role in capital allocation, treasury strategy, the build-out of the9bit, and the Company’s return to profitability. Wei Ji, Senior Legal Director, will assume interim CFO responsibilities while the Company conducts a search for a permanent successor.
“This is a meaningful turning point for The9,” said Mr. Zhu. “I have spent more than two decades guiding the Company through successive cycles of change. As we enter a new era defined by AI and digital assets, handing the CEO role to George is the right decision at the right time. He understands this business deeply, and I have no doubt he will take The9 further than I could alone. I remain fully committed to the Company as Executive Chairman. The transition will also let me spend more time on the things I care about outside work, football above all, and my growing interest in super-longevity science, which I will continue to share with the community that has followed me for many years.”
“I am honored to step into this role at such a significant moment for The9,” said Mr. Lai. “the9bit is not just another creator platform, it is AI-native, integrating creation, monetization and a digital asset ecosystem in one product. In under a year it has reached 8 million users who have built more than 110,000 games on our proprietary AI platform. That is the foundation. Our focus now is to turn that traction into a durable business by scaling the platform, strengthening its underlying economics, and advancing our broader digital asset and AI initiatives. I believe the best is ahead of us.”
About The9 Limited
The9 Limited (Nasdaq: NCTY) is a global, diversified high-tech company redefining how games are created, played, and monetized. Founded in 1999 and Nasdaq-listed since 2004, The9 brings over two decades of gaming heritage to its flagship platform the9bit, an AI-powered digital asset ecosystem built around AI game creation and the $9BIT token economy, where every participant can play, create, earn, and own a stake in its growth. Beyond the9bit, The9 continues to explore emerging opportunities across AI-empowered industries and the broader digital ecosystem, including an equity stake in AI-driven drug discovery company NYB, building a multi-engine business positioned at the frontier of AI and the new economy, reshaping how value is created and shared.
Investor Relations Contact
Ms. Jojo Su
Investor Relations Specialist
The9 Limited
Tel: +86 (21) 6108-6080
Email: [email protected]