Haoxi Health (NASDAQ: HAO) grows revenue 41% but books $6.9M net loss
Rhea-AI Filing Summary
Haoxi Health Technology Limited reported strong revenue growth but a steep increase in losses for the six months ended December 31, 2025. Net revenue rose to $33.83 million from $23.95 million, as the company expanded its online marketing services for healthcare advertisers and exited loss-making overseas operations, which helped lift gross margin to 4.72% from 2.01%.
Despite higher sales and improved margins, Haoxi recorded a net loss of $6.88 million, sharply wider than the $0.23 million loss a year earlier. The main drivers were a $6.02 million allowance for credit losses on prepaid advertising and third-party loans, and a $0.90 million impairment on digital intangible assets.
Operating cash outflow was $2.27 million, and the company invested $4.50 million in a convertible bond, partly funded by equity. Haoxi raised $4.93 million net from financing, including follow-on share offerings and warrant-related share issuances, ending the period with $6.80 million in cash and $15.96 million in shareholders’ equity. Management believes current liquidity covers at least 12 months of needs but acknowledges continued negative operating cash flows as it scales.
Positive
- None.
Negative
- Net loss expanded sharply: Net loss widened to $6.88 million from $0.23 million, driven by a $6.02 million credit-loss allowance and a $0.90 million impairment on intangible assets, indicating materially higher risk around receivables, advances, and prior digital asset investments.
Insights
Revenue is growing, but rising credit losses and impairments drove a sharp swing to loss.
Haoxi delivered $33.83 million in revenue for the six months ended December 31, 2025, up 41% year over year, with gross margin improving to 4.72%. The shift away from loss-making overseas business toward domestic operations helped profitability at the gross level.
The concern is below gross profit. General and administrative expenses jumped to $7.18 million, largely from a $6.02 million allowance for credit losses on prepaid online advertising and third-party loans, plus a $0.90 million impairment on digital assets. This turned a small prior-period loss into a $6.88 million net loss.
Financing activity, including follow-on share sales and warrants, provided $4.93 million in cash, supporting a cash balance of $6.80 million and equity of $15.96 million as of December 31, 2025. Future filings will clarify whether credit quality on advances and loans stabilizes and whether the new $4.5 million convertible bond investment performs as intended.
Key Figures
Key Terms
allowance for credit losses financial
impairment loss on non-current assets financial
held-to-maturity debt security financial
warrant liabilities financial
Cost Per Mille (CPM) financial
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
Commission File Number:
For the month of April
(Exact name of registrant as specified in its charter)
Room 801, Tower C, Floor 8, Building 103, Huizhongli, Chaoyang District
Beijing, 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 Company hereby furnishes the following documents as exhibits to this report: “Unaudited Condensed Consolidated Financial Statements for the Six Months Ended December 31, 2025 and 2024” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements for the Six Months Ended December 31, 2025 and 2024 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| 101 | Interactive Data Files (formatted as Inline XBRL) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
2
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Haoxi Health Technology Limited | ||
| Date: April 22, 2026 | By: | /s/ Zhen Fan |
| Name: | Zhen Fan | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
HAOXI HEALTH TECHNOLOGY LIMITED
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| CONTENTS | PAGE(S) | |
| UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | ||
| UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND JUNE 30, 2025 | F-2 | |
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024 | F-3 | |
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024 | F-4 | |
| UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024 | F-5 | |
| NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | F-6 – F-23 |
F-1
HAOXI HEALTH TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables, net | ||||||||
| Advances to suppliers, net | ||||||||
| Amounts due from related parties | ||||||||
| Prepayments, receivables and other assets, net | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Investment in convertible bond | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Operating right-of-use asset | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities | ||||||||
| Short-term loans | $ | $ | ||||||
| Accounts payables | ||||||||
| Advance from customers | ||||||||
| Amount due to related parties | ||||||||
| Taxes payable | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Salary and welfare payable | ||||||||
| Warrant liability | ||||||||
| Lease liability-current | ||||||||
| Long-term borrowing-current | ||||||||
| Long-term accounts payable-current | ||||||||
| Total current liabilities | ||||||||
| Non-current Liabilities | ||||||||
| Long-term accounts payable | ||||||||
| Long-term borrowing | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| SHAREHOLDERS’EQUITY: | ||||||||
| Class A Ordinary Shares (Par value US$ | ||||||||
| Class B Ordinary Shares (Par value US$ | ||||||||
| Additional paid-in capital | ||||||||
| (Accumulated deficits)/Retained earnings | ( | ) | ||||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| * | Retrospectively restated for effect of reverse share split on January 14, 2025 (see Note 12) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
HAOXI HEALTH TECHNOLOGY LIMITED
UNAUDITED CONDNESED CONSOLIDATED STATEMENTS
OF OPERATIONS AND
COMPREHENSIVE LOSS
| Six Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling and marketing expenses | ||||||||
| General and administrative expenses | ||||||||
| Research and development expenses | ||||||||
| Impairment loss on non-current assets | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (loss): | ||||||||
| Financial income | ||||||||
| Financial expense | ( | ) | ( | ) | ||||
| Other expense | ( | ) | ||||||
| Total other income (loss), net | ||||||||
| (Loss) Income before Income tax | ( | ) | ||||||
| Income tax expense | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Comprehensive income | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation gain (loss) | ( | ) | ||||||
| Total Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Loss per ordinary share* | ||||||||
| – Basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of ordinary shares outstanding | ||||||||
| –Basic and diluted | ||||||||
| * | Retrospectively restated for effect of reverse share split on January 14, 2025 (see Note 12) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
HAOXI HEALTH TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of right-of-use assets | ||||||||
| Provision for doubtful accounts | ||||||||
| Impairment loss on non-current assets | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Advances to suppliers | ( | ) | ( | ) | ||||
| Prepayments, receivables and other assets | ||||||||
| Amounts due from related parties, current | ( | ) | ||||||
| Long-term prepaid expenses | ( | ) | ||||||
| Accounts payables | ( | ) | ||||||
| Advance from customers | ( | ) | ||||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Taxes payable | ( | ) | ||||||
| Operating lease right-of-use assets | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ||||||
| Salary and welfare payable | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ||||||
| Purchases of investments in convertible bond | ( | ) | ||||||
| Loan to third parties | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from short-term borrowings | ||||||||
| Repayment of short-term borrowings | ( | ) | ( | ) | ||||
| Repayment of long-term borrowings | ( | ) | ||||||
| Due from a shareholder | ||||||||
| Deferred listing costs | ( | ) | ||||||
| Net proceeds from the follow-on offering | ||||||||
| Net cash Provided by financing activities | ||||||||
| Effect of foreign exchange rate on cash and restricted cash | ||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Income tax paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Operating right-of-use asset | $ | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
HAOXI HEALTH TECHNOLOGY LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN ACCUMULATED EQUITY
| Ordinary shares* | Additional paid-in | Accumulated | Accumulated other comprehensive | Total shareholders’ | ||||||||||||||||||||
| Shares | Amount | capital | deficit | income (loss) | equity | |||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of ordinary shares | ||||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||
| Cost directly related to issuing new shares | — | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation gain | — | |||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Issuance of ordinary shares | ||||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| * | Retrospectively restated for effect of reverse share split on January 14, 2025 (see Note 12) |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION
Haoxi Health Technology Limited (“Haoxi”)
is a company incorporated under the laws of the Cayman Islands on
On August 30, 2022, Haoxi formed its wholly owned subsidiary, Haoxi Information Limited (“Haoxi HK”), in Hong Kong. On October 13, 2022, Haoxi HK formed its wholly owned subsidiary, Beijing Haoxi Health Technology Co., Limited (“WFOE”), in the PRC (the “PRC”).
Beijing Haoxi Digital Technology Co., Ltd. (“Haoxi BJ”) is a limited liability company incorporated on September 26, 2018, under the laws of China.
On November 25, 2022, WFOE acquired
As described below, Haoxi, through a restructuring was accounted for as a reorganization of entities under common control (the “Reorganization”), became the ultimate parent entity of its subsidiary, Haoxi BJ. Accordingly, Haoxi consolidates Haoxi BJ’s operations, assets, and liabilities. Haoxi and its subsidiaries, are collectively hereinafter referred as the “Company.”
Haoxi together with its wholly owned subsidiaries, Haoxi HK, WFOE, and Haoxi BJ, were controlled by the same shareholders before and after the Reorganization and, therefore, the Reorganization is considered one for entities under common control. The consolidation of the Company was accounted for at historical cost and prepared on the basis as if the Reorganization had become effective as of the beginning of the first period presented in the consolidated financial statements (“CFS”).
The Company’s current corporate structure is as follows:
F-6
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation
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 pursuant to the rules and regulations of the U.S. Securities Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the afore-mentioned SEC rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal years ended 2025 and 2024. Operating results for the six-month period ended December 31, 2025 are not necessarily indicative of the results that may be expected for the year ending June 30, 2026.
(b) Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries for which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest or the ultimate primary beneficiary.
All transactions and balances between the Company and its subsidiaries were eliminated in the consolidation.
(c) Use of estimates
In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, the assessment of the allowance for expected credit loss, useful lives of property and equipment and intangible assets, impairment of long-lived assets, realization of deferred tax assets. Actual results could differ from those estimates.
(d) Cash and cash equivalents
Cash includes cash on hand and demand deposits
placed with banks or other financial institutions, which are unrestricted as to withdrawal or use in accounts maintained with commercial
banks. The Company maintains bank accounts in mainland China. Cash balances in bank accounts in mainland China are not insured by the
Federal Deposit Insurance Corporation or other programs. Cash balances in bank accounts in mainland China within the People’s Republic
of China of less than RMB
(e) Accounts receivables, net
Accounts receivable are presented net of an allowance for credit losses. The Company maintains an allowance for credit losses for estimated losses. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 326, Financial Instruments - Credit Losses (“ASC 326”), we measure credit losses utilizing a methodology that reflects expected credit losses and consider a broader range of reasonable and supportable information to inform credit loss estimates. We determine an allowance for doubtful accounts based on historical customer experience and other currently available evidence. When a specific account is deemed uncollectible, the account is written off against the allowance.
(f) Advances to suppliers, net
Advances to suppliers represent balances paid to suppliers for services that have not been provided or received. The Company reviews its advances to suppliers periodically and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance.
F-7
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(g) Investment in convertible bond
The Company holds a convertible debt security (the “Convertible debt”) issued by a third party (the “Issuer”). The Convertible debt is classified as a held-to-maturity (“HTM”) debt security in accordance with ASC 320, Investments — Debt Securities. This classification reflects the Company’s positive intent and ability to hold the Convertible debt until its contractual maturity date.
The Company has formally determined that the primary investment objective is to earn a stable stream of contractual interest income. The Company has no present intention to exercise the conversion option embedded in the Convertible debt, except in the remote scenario that specific, objectively determinable adverse conditions materialize that would otherwise result in a significant loss of principal. Management has assessed the probability of such conditions as remote as of the reporting date.
The embedded conversion option has not been bifurcated from the host debt instrument. Because the Company is the holder (rather than the issuer) of the Convertible debt, ASC 815-15, Derivatives and Hedging — Embedded Derivatives, does not require the Company to separate the equity conversion feature from the debt host. Accordingly, the entire instrument is accounted for as a single debt security under ASC 320.
The Convertible debt is recognized on the settlement date and is initially measured at cost, which includes the purchase price plus directly attributable transaction costs. The initial carrying amount represents the amortized cost basis at inception.
Any difference between the initial cost and the
par value of the Convertible debt constitutes a purchase premium or discount, which is amortized over the remaining contractual term of
the instrument. As of December 31, 2025, the carrying amount of the convertible bond investment was $
The Company estimates and recognizes an allowance for credit losses on the Convertible debt at each reporting date in accordance with ASC 326-20, Financial Instruments — Credit Losses: Measured at Amortized Cost. As of December 31, 2025, allowance for expected credit loss for the Convertible debt was recognized.
(h) Property and equipment, net
Property and equipment are carried at cost and are depreciated on the straight-line basis over the estimated useful lives of the underlying assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of its property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
Estimated useful lives are as follows, taking into account the assets’ estimated residual value:
| Category | Estimated useful lives | |
| Electronic equipment |
(i) Intangible assets, net
Intangible assets include digital assets purchased from third parties, mainly 3D modeling models for various scenarios, which are carried at cost less accumulated amortization and impairment loss, if any. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic live.
Estimated useful lives are as follows:
| Category | Estimated useful lives | |
| Digital assets |
F-8
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(
The Company reviews long-lived assets, including definitive-lived intangible assets and property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. When such events occur, the Company assesses the recoverability of the asset group based on the undiscounted future cash flows the asset group is expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset group plus net proceeds expected from disposition of the asset group, if any, is less than the carrying value of the asset group. If the Company identifies an impairment, the Company reduces the carrying amount of the asset group to its estimated fair value (“FV”) based on a discounted cash flow approach or, when available and appropriate, to comparable market values and the impairment loss, if any, is recognized in “Others, net” in the consolidated statements of comprehensive income (loss). The Company uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of any impairment charges could be different. Asset groups to be disposed of would be reported at the lower of the carrying amount or FV less costs to sell, and no longer depreciated.
(k) Fair value of financial instruments
ASC 825-10 requires certain disclosures regarding the FV of financial instruments. FV is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level FV hierarchy prioritizes the inputs used to measure FV. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure FV are as follows:
| ● | Level - 1 | inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level - 2 | inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| ● | Level - 3 | inputs to the valuation methodology are unobservable. |
Unless otherwise disclosed, the Company’s financial instruments including cash, restricted cash, accounts receivable, advances to suppliers and other current assets, short-term bank loans, accounts payable, advance from customers, due to related parties and accrued expenses and other current liabilities approximate their recorded values due to their short-term maturities. The FV of longer-term leases approximates their recorded values as their stated interest rates approximate the rates currently available.
Warrant liabilities were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy.(See Note 12)
The Company’s non-financial assets, such as property and equipment would be measured at FV only if they were determined to be impaired.
F-9
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(l) Advance from customers
The Company presents the consideration that a
customer pays before the Company transfers a service to the customer as an advance from customers when the payment is made. Based on the
industry characteristics, customers usually need to pay a certain amount of advance payment before placing advertisements on the media.
The average settlement cycle of the Company’s advances from customers is around 90 days, and there is no issue of long-term outstanding
accounts. As of December 31, 2025 and June 30, 2025, the balances of advances received were $
(m) Leases
The Company follows Accounting Standards Update (“ASU”) 2016-02, Leases (as amended by ASU 2018-01, 2018-10, 2018-11, 2018-20, and 2019-01, collectively “ASC 842”), using the modified retrospective method. The Company elected not to record assets and liabilities on its consolidated balance sheet for new or existing lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such lease on a straight-line basis over the lease term.
At the commencement date of a lease, the Company recognizes a lease liability for future fixed lease payments and a right of use (“ROU”) asset representing the right to use the underlying asset during the lease term. The lease liability is initially measured as the present value of the future fixed lease payments that will be made over the lease term. The lease term includes periods for which it’s reasonably certain that the renewal options will be exercised and periods for which it’s reasonably certain that the termination options will not be exercised. The future fixed lease payments are discounted using the rate implicit in the lease, if available, or the incremental borrowing rate (“IBR”). The Company will evaluate the carrying value of ROU assets if there are indicators of impairment and review the recoverability of the related asset group. If the carrying value of the asset group is determined to not be recoverable and is in excess of the estimated fair value, the Company will record an impairment loss in other expenses in the consolidated statements of operations.
(n) Revenue recognition
The Company is an online marketing solutions provider which provides customer-tailored internet marketing services based on data analysis technology.
The Company’s revenue is primarily derived from providing online advertising services. Revenue represents the amount of consideration that the Company is entitled to in exchange for the transfer of promised services in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). Consistent with the criteria of ASC 606, the Company recognizes revenue when the performance obligation in a contract is satisfied by transferring the control of a promised service to a customer. The Company also evaluates whether it is appropriate to record the gross amounts of services sold and the related costs, or the net amounts earned as commissions. Payments for services are generally received after deliveries. In the event the Company receives an advance from a customer, such advance is recorded as a liability to the Company.
Online Marketing Solutions Services
The Company provides one-stop online marketing solutions, including traffic acquisition from top online media platforms, content production, data analysis and advertising campaign optimization, to its advertisers. The term “traffic acquisition” refers to the process of advertising and acquiring a target audience on online media platforms. The Company’s revenue is performance-based as measured by ad performance data, and pricing model, and it primarily bills their advertisers using Cost Per Mille (“CPM”) model.
CPM, which stands for Cost Per Mille, is a mobile advertising pricing model. In this model, when internet users view an advertisement one thousand times, the advertiser needs to pay the huge platform or the Company, and the fee is calculated by multiplying the cost per thousand impressions charged to the advertiser by the number of impressions.
F-10
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Media partners may also grant to it rebates mainly based on gross advertisement spending (i) in the form of advance for future traffic acquisition; (ii) to net off the account payables the Company owed to them; or (iii) in cash.
Under this business model, the Company is the primary obligor and responsible for (i) identifying and contracting with third-party advertisers which the Company views as customers, and delivering the specified integrated services to the advertisers; (ii) bearing certain risks of loss to the extent that the cost incurred for producing contents, formulating advertisement campaign and acquiring user traffic from online media platforms cannot be compensated by the total consideration received from the advertisers, which is similar to inventory risk; and (iii) performing all the billing and collection activities, including retaining credit risk. The Company assumes ownership of the specified service before it is delivered to the advertiser and acts as the principal of these arrangements and therefore recognizes revenue earned and costs incurred related to these transactions on a gross basis. Under this business model, the rebates earned from media partners are recorded as a reduction of cost of services.
The core principle underlying revenue recognition in ASC 606 is that the Company recognizes revenue for the transfer of services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time. The Company’s advertising service contracts have one single performance obligation, being the promise to display customers’ advertisement on the media platform. The services, such as content production, data analysis and advertising campaign optimizations, are performed as inputs to produce or deliver the output specified by the customer, and are interrelated, thus each of services cannot be separately performed to fulfil the promise and is, therefore, not distinct. Under ASC 606, the relevant revenue recognition methods are as follows: The Company provides ad delivery services to customers on the Oneline Platform under the CPM model. The transfer of service control is determined by “every one thousand valid ad impressions completed”. When the ad completes one thousand impressions, the revenue will be recognized simultaneously.
Pursuant to the requirements of ASC 606, when an advertisement completes each thousand-impression unit, control of the service is transferred to the customer. At this point, the point-in-time criteria for revenue recognition are met. The Company calculates the transaction price to be recognized in the current period using the formula “agreed-upon CPM unit price*number of completed thousand-impression units” and recognizes revenue based on this calculation.
(o) Cost of revenue
The Company’s cost of revenue is costs for providing marketing solution services on an incurred basis, and consists primarily of the purchase of online traffic from third-party media platforms after deducting rebates, and salaries and benefits for staff providing marketing solution services including content production, data analysis and advertising campaign optimizations.
(p) Research and development expenses
Research and development expenses include costs directly attributable to the conduct of research and development projects, primarily consist of salaries and other employee benefits. All costs associated with research and development are expensed as incurred.
F-11
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(q) Income tax
The Company’s subsidiaries in mainland China and Hong Kong are subject to the income tax laws of mainland China and Hong Kong. No taxable income was generated outside the PRC for the six months ended December 31, 2025 and 2024. The Company accounts for Income tax in accordance with ASC 740, Income tax. ASC 740 requires an asset and liability approach for financial accounting and reporting for Income tax and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or future deductibility is uncertain.
ASC 740-10-25 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for Income tax in interim periods and income tax disclosures. There were material uncertain tax positions as of December 31,2025 and June 30, 2025.
(r) Value added tax (“VAT”)
Sales revenue is the invoiced value of goods,
net of VAT. The VAT is based on gross sales price and VAT rate is approximately
(s) Warrant liabilities
The Company accounts for the warrants issued in connection with ordinary shares in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity (“ASC 815-40”).
ASC 815-40 establishes criteria to determine whether a warrant (or similar contract) should be classified as equity or a liability. Specifically, a warrant is classified as equity only if it meets the “fixed-for-fixed” condition—i.e., it entitles the holder to receive a fixed number of the entity’s own shares in exchange for a fixed amount of cash or other consideration, with no provisions that could result in variable settlement (such as downward adjustments to the exercise price, contingent settlement based on future events, or mandatory cash settlement). If a warrant fails to meet these criteria (e.g., due to variable settlement terms), it is classified as a liability.
The Company’s warrants do not meet the “fixed-for-fixed”
condition for equity classification under ASC 815-40, and thus are accounted for as liabilities. Accordingly, at initial recognition,
the Company measures such warrants at their fair value and classifies them as liabilities. This warrant liability is re-measured at each
balance sheet date until exercised or expired, with any changes in fair value recognized in the consolidated statements of operations.
As of December 31, 2025, the cumulative change in fair value of the warrant liability was $
(t) Loss per share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of December 31,2025 and December 31, 2024, there were dilutive securities.
F-12
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(u) Comprehensive income
Comprehensive income consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under U.S. GAAP are recorded as an element of stockholders’ equity but are excluded from net loss. Other comprehensive income (loss) consists of foreign currency translation adjustment from the Company not using U.S. dollar as its functional currency.
(v) Foreign currency translation and transactions
The Company’s principal country of operations is the PRC. The financial position and results of its operations are determined using RMB, the local currency, as the functional currency. The Company’s CFS are reported in the U.S. Dollars (“US$” or “$”). The results of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts for assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s Consolidated Statements of Operations and Comprehensive Income.
The value of RMB against US$ and other currencies
may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation
of RMB may materially affect the Company’s financial condition in terms of US$ reporting.
| As of December 31, 2025 | As of June 30, 2025 | Six Months Ended December 31, 2025 | Six Months Ended December 31, 2024 | |||||||||||||
| Foreign currency | Balance Sheet | Balance Sheet | Profits/Loss | Profits/Loss | ||||||||||||
| RMB:USD1 | ||||||||||||||||
(w) Segment reporting
ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.
The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company.
Based on the management’s assessment, the Company determined it has only one operating segment and therefore one reportable segment as defined by ASC 280. The Company’s assets are substantially all located in the PRC and substantially all of the Company’s revenues and expenses are derived from the PRC. Therefore, no geographical segments are presented.
F-13
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(x) Significant risks
Currency risk
Most of the Company’s expense transactions and assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other Company foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittances.
The Company maintains bank accounts in the PRC. On May 1, 2015, China’s
new Deposit Insurance Regulation came into effect, pursuant to which banking financial institutions, such as commercial banks, established
in the PRC are required to purchase deposit insurance for deposits in RMB and in foreign currency placed with them. Such Deposit Insurance
Regulation would not provide complete protection for the Company’s accounts, as its aggregate deposits are higher than the compensation
limit, which is RMB
Concentration and credit risk
Currently, all of the Company’s operations are in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in U.S. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittances abroad, and rates and methods of taxation, among other things.
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, restricted cash, accounts receivable, accounts receivable – related parties, advances to suppliers and amounts due from related parties. A portion of the Company’s sales are credit sales to customers whose ability to pay is dependent upon industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposits and borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the Company’s interest risk exposure.
F-14
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Other uncertainty risk
The Company’s major operations are conducted in the PRC. Accordingly, the political, economic, and legal environments in the PRC, as well as the general state of the PRC’s economy may influence the Company’s business, financial condition, and results of operations.
The Company’s major operations in the PRC are subject to special considerations and significant risks not typically associated with companies in U.S. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.
(y) Related parties
A party is considered related to the Company if it directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
(z) Recent accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.
In December 2023, the FASB issued ASU 2023-09, Income tax (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily for the income tax rate reconciliation and Income tax paid. The expanded annual disclosures are effective for the year ending December 31, 2025. The Company adopted ASU 2023-09 as of December 31, 2025, with no material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. This ASU may be applied either prospectively to financial statements issued for reporting periods after its effective date or retrospectively to all prior periods presented in the financial statements. The Company is in the process of evaluating the potential impact of the new guidance on its consolidated financial statements and related disclosures.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
F-15
NOTE 3 – ACCOUNTS RECEIVABLES
Accounts receivables, net consisted of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Accounts receivables | $ | $ | ||||||
| Less: allowance for expected credit loss | ( | ) | ( | ) | ||||
| Accounts receivables, net | $ | $ | ||||||
The movement of allowance for credit loss is as follows:
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Opening balance | $ | $ | ||||||
| Addition | ||||||||
| Ending balance | $ | $ | ||||||
NOTE 4 – ADVANCES TO SUPPLIERS, NET
Advances to suppliers, net consisted of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Advances for products and services purchasing from third parties | $ | $ | ||||||
| Less: allowance for expected credit loss | ( | ) | ||||||
| Advances to suppliers, net | $ | $ | ||||||
| * | As the Company discontinued the expansion of its overseas user acquisition and traffic investment business, the advances previously paid to overseas traffic suppliers are no longer expected to be recoverable. Accordingly, the Company has recognized an allowance for doubtful accounts related to such advances. |
F-16
NOTE 5 – PREPAYMENTS, RECEIVABLES AND OTHER ASSETS, NET
Prepaid expenses and other current assets, net consisted of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Loans to third parties (1) | $ | $ | ||||||
| Other receivables | ||||||||
| Subtotal | ||||||||
| Less: allowance for expected credit loss | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | $ | $ | ||||||
| (1) | The first category is loans issued to business partners for short-term working capital. The loan term is within
Among these, the US$
The second category is the funds facilitated to a third party for higher yield of idle funds. As of June 30, 2025, the company has paid a total of $
As of December 31, 2025, the Company evaluated the recoverability of the aforementioned loans and entrusted funds. Based on its assessment, the Company concluded that there existed significant risks regarding the collectibility of these financial assets and accordingly recognized an allowance for credit losses amounting to US$ |
Individual loan exceeding
| 31-Dec-25 | ||||||||||||||
| Name of The Borrowers | Principal Amount | Annual Interest Rate | Interest Receivable As of December 31, 2025 | Contract Term | ||||||||||
| Borrowers A | $ | % | $ | |||||||||||
| Borrowers A | % | $ | ||||||||||||
| Borrowers B | $ | % | $ | |||||||||||
| 30-Jun-25 | ||||||||||||||
| Name of The Borrowers | Principal Amount | Annual Interest Rate | Interest Receivable As of June 30, 2025 | Contract Term | ||||||||||
| Borrowers A | $ | % | $ | |||||||||||
| Borrowers A | % | $ | ||||||||||||
| Borrowers B | $ | % | $ | |||||||||||
The movement of allowance of doubtful accounts is as follows:
| As of December 31, 2025 | As of June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Opening balance | $ | |||||||
| addition | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
F-17
NOTE 6 – PROPERTY AND EQUIPMENT, NET
Property and equipment, stated at cost less accumulated depreciation, consisted of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Electronic equipment | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense was $
NOTE 7 – INTANGIBLE ASSETS, NET
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Licensed digital assets | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Less: Impairment* | ( | ) | ||||||
| Intangible assets, net | $ | $ | ||||||
| * |
Amortization was $
Estimated Amortization Expenses:
| Year Ending December 31 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total | $ | |||
NOTE 8 – LEASES
On June 24, 2019, Haoxi BJ entered into an office
lease with an individual (the “Landlord 1”). The lease was from July 1, 2019 to July 1, 2021, and annual rental was RMB
On July 29, 2022, Haoxi BJ entered into an office
lease with an individual (the “Landlord 2”) at Room 902, Unit 1, Floor 9, Wantong Tower, Jia No.6, Chao Yang Men Wai Ave.,
Chaoyang District, Beijing, China. The lease was from August 8, 2022 to August 7, 2024, and annual rental of RMB
These leases do not contain any material residual value guarantees or material restrictive covenants, and the extended lease contract does not contain options to extend at the time of expiration.
| December 31, 2025 | June 30, 2025 | |||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Operating lease liabilities – current | $ | $ | ||||||
| Total operating lease liabilities | $ | $ | ||||||
F-18
NOTE 8 – LEASES (cont.)
The weighted-average remaining lease term and the weighted-average discount rate of the lease is as follows:
| December 31, 2025 | ||||
| Weighted-average remaining lease term | ||||
| Weighted-average discount rate | % | |||
The following table summarizes the maturity of operating lease liabilities as of December 31 ,2025:
| 12 months ending December 31, | Operating | |||
| (Unaudited) | ||||
| 2026 | $ | |||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total lease liabilities | $ | |||
NOTE 9 – LONG TERM PAYABLE
On February 7, 2023, Beijing Haoxi signed an auto
loan with Mercedes-Benz Auto Finance Co., Ltd. for RMB
| As of December 31, 2025 | ||||
| Long-term accounts payable-current | $ | |||
| Unrecognized financing expense | ( | ) | ||
| Long-term accounts payable-current, net | $ | |||
| As of June 30, 2025 | ||||
| Long-term accounts payable-non-current | $ | |||
| Unrecognized financing expense | ( | ) | ||
| Long-term accounts payable-non-current, net | $ | |||
The weighted-average remaining loan term and the required rate of return required by the lender is as follows:
| December 31, 2025 | ||||
| Weighted-average remaining lease term | ||||
| The required rate of return required by the lender | % | |||
F-19
NOTE 10 – LOANS
Short-term loans of the Company consist of the following:
| December 31, 2025 | ||||||||||
| (Unaudited) | ||||||||||
| Principal Amount | Annual Interest Rate | Contract term | ||||||||
| Bank of Communications(2) | $ | % | ||||||||
| Bank of China(3) | $ | % | ||||||||
| Total | $ | |||||||||
| 30-Jun-25 | ||||||||||
| Principal Amount | Annual Interest Rate | Loan term | ||||||||
| China Construction Bank(1) | $ | % | ||||||||
| China Construction Bank(1) | % | |||||||||
| China Construction Bank(1) | % | |||||||||
| Bank of China(3) | % | |||||||||
| Total | $ | |||||||||
Long-term loans of the Company as of December 31, 2025 consists of the following:
| December 31, 2025 | ||||||||||
| Principal Amount | Annual Interest Rate | Contract term | ||||||||
| Bank of China(4) | % | |||||||||
| Long-term loans current total | $ | |||||||||
| December 31, 2025 | ||||||||||
| Principal Amount | Annual Interest Rate | Contract term | ||||||||
| Bank of China(4) | $ | % | ||||||||
| Long-term loans non-current total | $ | |||||||||
| 30-Jun-25 | ||||||||||
| Principal Amount | Annual Interest Rate | Contract term | ||||||||
| Bank of Communications(2) | $ | % | ||||||||
| Long-term loans current total | $ | |||||||||
| 30-Jun-25 | ||||||||||
| Principal Amount | Annual Interest Rate | Contract term | ||||||||
| Bank of China(3) | $ | % | ||||||||
| Long-term loans non-current total | $ | |||||||||
| (1) |
| (2) |
| (3) |
| (4) |
Interest expense for the six months ended December
31, 2025 and 2024 was
F-20
NOTE 11 – RELATED PARTY TRANSACTIONS AND BALANCES
The table below sets forth the major related parties and their relationships with the Company as of December 31, 2025, and June 30, 2025:
| Name of related parties | Relationship with the Company | |
| Zhen Fan | ||
| Lei Xu |
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Amounts due to related parties | ||||||||
| Zhen Fan | $ | $ | ||||||
| Lei Xu | ||||||||
| Amounts due to related parties, net | $ | $ | ||||||
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Amounts due from related parties | ||||||||
| Zhen Fan | $ | $ | ||||||
| Amounts due from related parties, net | $ | $ | ||||||
| * | As
of December 31, 2025, Zhen Fan’s account balances primarily include a fund transfers $ |
NOTE 12 – SHAREHOLDERS’ EQUITY
Ordinary shares
On August 5, 2022, Haoxi’s shareholders
approved a Memorandum and Articles of Association, pursuant to which
The Company completed an IPO on NASDAQ on January
26, 2024, offering
On September 20, 2024, the Company issued
Each unit in such offering included: (1)
On November 27, 2024, the Holders exchanged a
total of
F-21
NOTE 12 – SHAREHOLDERS’ EQUITY (cont.)
In October, 2024, the Holders exercised an aggregate
of
On October 30, 2024, the Company issued
On January 14, 2025, the Company effected a reverse
stock split at a ratio of
On September 16, 2025, the holders exercised a
total of
On October 13, 2025, the Company entered into
a purchase agreement with investors, agreeing to sell a total of
On November 26, 2025, the Company issued
On December 26,
2025, the holder exchanged a total of
Warrants (“The Warrant”)
Accordingly at initial recognition, the Company classifies such warrants as liabilities at their fair value.
The movement of warrants is as follows:
| As of December 31, 2025 | ||||||||||||||||||||
| Valuation | Series A | Series B | ||||||||||||||||||
| US$ | Share | Valuation | Share | Valuation | ||||||||||||||||
| Balance as of June 30, 2025 | $ | |||||||||||||||||||
| Issuance(a) | ||||||||||||||||||||
| Exercise(b) | ||||||||||||||||||||
| Fair value changes(c) | ||||||||||||||||||||
| Balance as of December 31, 2025 | $ | |||||||||||||||||||
| As of June 30, 2025 | ||||||||||||||||||||
| Valuation | Series A | Series B | ||||||||||||||||||
| US$ | Share | Valuation | Share | Valuation | ||||||||||||||||
| Balance at beginning of the year | $ | |||||||||||||||||||
| Issuance(a) | ||||||||||||||||||||
| Exercise(b) | ||||||||||||||||||||
| Fair value changes(c) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at end of the year | $ | |||||||||||||||||||
| (a) |
| (b) | On November 27, 2024, the holder exchanged a total of
In October, 2024, the Holders exercised an aggregate of
On September 16, 2025, the holders exercised a total of |
| (c) |
F-22
NOTE 12 – SHAREHOLDERS’ EQUITY (cont.)
The fair value of the warrant liabilities was estimated using Binomial Tree Model. Inherent in these valuations are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical and implied volatilities of selected peer companies as well as its own that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates:
| As of December 31, | As of June 30, | As of November 27, | As of October 7, | As of September 20, | ||||||||||||||||
| 2025 | 2025 | 2024 | 2024 | 2024 | ||||||||||||||||
| Volatility | % | % | % | % | % | |||||||||||||||
| Stock price | ||||||||||||||||||||
| Expected life of the warrants to convert | ||||||||||||||||||||
| Risk free rate | % | % | % | % | % | |||||||||||||||
| Dividend yield | % | % | % | % | % | |||||||||||||||
Statuary Reserve
In accordance with the Regulations on Enterprises
of PRC, WFOE and Haoxi BJ in the PRC are required to provide statutory reserves, appropriated from net profit as reported in the Company’s
PRC statutory accounts. They are required to allocate
Restricted net assets
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by Haoxi BJ, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the CFS prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries.
Foreign exchange and other regulations in the
PRC may further restrict the Company’s subsidiaries from transferring funds to the Company in the form of dividends, loans and advances.
Amounts restricted include paid-in capital and statutory reserves of the Company’s PRC subsidiaries as determined pursuant to PRC
generally accepted accounting principles. As of December 31, 2025 and June 30, 2025, restricted net assets of the Company’s PRC
subsidiaries were $
F-23
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction our unaudited consolidated financial statements and related notes that appear in this report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report. All amounts included herein with respect to the six months ended December 31, 2025 and 2024 are derived from our unaudited consolidated financial statements included elsewhere in this report. The unaudited consolidated financial statements for the six months ended December 31, 2025 and 2024 have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or US GAAP.
Overview
We are a holding company incorporated in the Cayman Islands. As a holding company with no substantive operations, we conduct our operations primarily through the operating entity, Beijing Haoxi Digital Technology Co., Ltd. (“Haoxi Beijing”), which is an online marketing solution provider based in China. The operating entity is dedicated to helping its advertiser customers manage their online marketing activities to achieve their business goals. The operating entity advises advertisers on online marketing strategies, offers value-added advertising optimization services and facilitates the deployment of online ads through the form of short video ads.
Our net revenue was $33.83 million and $23.95 million for six months ended December 31, 2025 and 2024, respectively. Our net loss was $6.88 million for six months ended December 31, 2025, while the net loss was $0.23 million for six months ended December 31, 2024.
Major Factors Affecting Our Results of Operations
Availability and dynamics of user traffic
The operating entity relies on media platforms of a third party, ByteDance, to acquire user traffic for its advertiser customers during the historical reporting periods. If it fails to maintain its business relationship with ByteDance its popularity, business, financial condition, and results of operations could be materially and adversely affected, especially if it could not be able to obtain sufficient user traffic from any alternative platform.
Customer Acquisition and Retention
The operating entity’s customers are primarily in the healthcare industry. The operating entity’s ability to increase the number of healthcare industry advertisers largely depends on its ability to provide one-stop comprehensive online marketing services to improve the customers’ return on investment (“ROI”) in online advertisements. The operating entity had 307 and 389 advertisers customers for the six months ended December 31, 2025 and 2024, respectively.
The operating entity’s future sales and marketing efforts will relate to customer acquisition and retention, and general marketing. It intends to keep allocating significant resources to increase the advertisers’ return on ad expenditure.
Regulatory Environment
The operating entity’s business is subject to complex and evolving laws and regulations in China. Many of these laws and regulations are relatively new and subject to changes and uncertain interpretation, and could result in claims, changes to its business practices, monetary penalties, increased cost of operations, declines in user growth or engagement, or other harm to its business.
Results of Operations
For six months ended December 31, 2025 and 2024
The following table shows key components of our results of operations for six months ended December 31, 2025 and 2024, in U.S. dollars and as a percentage of fluctuations.
| For six months ended December 31, | Change | |||||||||||||||
| 2025 | 2024 | Amount | % | |||||||||||||
| (US$) | (US$) | |||||||||||||||
| Revenue | 33,828,346 | 23,954,998 | 9,873,348 | 41 | % | |||||||||||
| Cost of revenue | 32,231,880 | 23,474,605 | 8,757,275 | 37 | % | |||||||||||
| Gross profit | 1,596,466 | 480,393 | 1,116,073 | 232 | % | |||||||||||
| Operating expenses | ||||||||||||||||
| Selling and marketing expenses | 34,307 | 30,273 | 4,034 | 13 | % | |||||||||||
| General and administrative expenses | 7,180,085 | 509,915 | 6,670,170 | 1308 | % | |||||||||||
| Research and development expenses | 61,170 | 67,556 | (6,386 | ) | (9 | )% | ||||||||||
| Impairment loss on non-current assets | 900,000 | — | — | 100 | % | |||||||||||
| Total operating cost and expenses | 8,175,562 | 607,744 | 7,567,818 | 1245 | % | |||||||||||
| Loss from operations | (6,579,096 | ) | (127,351 | ) | (6,451,745 | ) | 5066 | % | ||||||||
| Interest income | 64,222 | 156,742 | (92,520 | ) | (59 | )% | ||||||||||
| Interest expenses | (25,580 | ) | (23,090 | ) | (2,490 | ) | 11 | % | ||||||||
| Other income, net | — | (4,224 | ) | 4,224 | (100 | )% | ||||||||||
| (Loss) income before income taxes | (6,540,454 | ) | 2,077 | (6,542,531 | ) | (314999 | )% | |||||||||
| Income taxes | 340,705 | 234,610 | 106,095 | 45 | % | |||||||||||
| Net Loss | (6,881,159 | ) | (232,533 | ) | (6,648,626 | ) | 2859 | % | ||||||||
| Foreign currency translation loss | 113,497 | (46,620 | ) | 160,117 | (343 | )% | ||||||||||
| Total comprehensive loss | (6,767,662 | ) | (279,153 | ) | (6,488,509 | ) | 2324 | % | ||||||||
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Revenue
We generate revenue from providing one-stop online marketing solutions, including traffic acquisition from mainstream online media platforms, content production, data analysis and advertising campaign optimization, to advertisers through the operating entity. Net revenue was $33.83 million and $23.95 million for six months ended December 31, 2025 and 2024, respectively. The increase in revenue was primarily driven by higher demand from existing customers.
Cost of revenue
Our cost of revenue consists primarily of the purchase of online traffic from third-party media platforms after deducting rebates, and salaries and benefits for business operation staff. The cost of revenue increased by $8.76 million or 37%, from $23.47 million for six months ended December 31, 2024 to $32.23 million for six months ended December 31, 2025. The increase in the costs is largely consistent with the revenue growth.
Gross profit
Our gross profit increased by $1.12 million, from $0.48 million for six months ended December 31, 2024, to $1.60 million for six months ended December 31, 2025. Gross profit as a percentage of revenue (“gross margin”) was 4.72% for six months ended December 31, 2025, higher than 2.01% for six months ended December 31, 2024. This increase both in gross profit and gross margin mainly resulted from the closure of the loss-making overseas business and the Company’s strategic focus on domestic operations.
Selling and marketing expenses
Our selling and marketing expenses primarily consist of payroll costs and office related expenses. Selling and marketing expenses increased by 13% from $30,273 for six months ended December 31, 2024 to $34,307 for six months ended December 31, 2025. It was mainly due to an increase in sales staff’s performance-based bonus.
General and administrative expenses
Our general and administrative expenses mainly consist of salaries and bonus, office related expenses and provision for doubtful accounts. General and administrative expenses increased by $6.67 million or 1308%, from $0.51 million for six months ended December 31, 2024 to $7.2 million for six months ended December 31, 2025. The increase was mainly attributable to the recognition of an allowance for credit losses of $6.02 million against prepaid online advertising expenses for overseas marketing and amounts due from third-party loans, as well as the recognition of $0.36 million in bonus expenses for senior management.
Research and development expenses
Our research and development expenses mainly consist of salaries and benefits of our research and development staff for the development of Bidding Compass, our online ads bidding analysis software. Research and development expenses decreased by $6,386 or 9%, from $67,556 for six months ended December 31, 2024 to $61,170 for six months ended December 31, 2025. It was mainly attributable to the decrease in salaries of research and development staff.
Impairment loss on non-current assets
Impairment losses on non-current assets mainly consist of impairment recognized on intangible assets. The increase in such impairment was primarily due to the impact of fluctuations in the external environment and changes in internal operations, which led the Company to recognize an impairment loss of $0.90 million on its intangible assets.
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Income tax
We had income tax of $340,705 and $234,610 for six months ended December 31, 2025 and 2024, respectively.
Net loss
As a result of the foregoing, we had net loss of $6.88 million and net loss of $0.23 million for six months ended December 31, 2025 and 2024, respectively.
Liquidity and Capital Resources
As of December 31, 2025, we had $6.80 million in cash and cash equivalents which decreased by $1.82 million from $8.62 million as of June 30, 2025. Our principal sources of liquidity have been proceeds from operations. As reflected in the unaudited condensed consolidated financial statements (the “CFS”), we had a net shareholders’ equity of $15.96 million as of December 31, 2025, and $4.93 million of cash provided by financing activities for six months ended December 31, 2025. Our working capital amounted to $10.62 million. We completed a follow-on offering of our securities on September 20, 2024 and raised $7.75 million in net proceeds. On October 13, 2025, the Company sell a total of 5,217,391 Class A ordinary shares of the Company for a total purchase price of approximately $1.2 million. On November 26, 2025, the Company sold 6.25 million Class A ordinary shares and 12.5 million warrants to purchase Class A ordinary shares at an initial exercise price of $0.8 per share in a transaction exempt from the registration requirement in reliance on Regulation S promulgated under the Securities Act of 1933, as amended. The total gross proceeds were $5.0 million. We believe the current cash and cash equivalents will be sufficient to meet the anticipated working capital requirements and expenditures for the next 12 months.
We continue to explore opportunities to grow our business. However, we are growing our business scale on a fast track that necessitates additional working capital to finance our growth, so we expect that negative cashflows from operations will occur for the foreseeable future. While we have sufficient cash for the next 12 months from the date these financial statements are issued, if we are unable to grow the business to achieve economies of scale in the future, it will become even more difficult for us to sustain a sufficient source of cash to cover our operating costs. We plan to raise additional capital, including among others, obtaining debt financing, to support our future operation. There can be no assurance, however, that we will be able to obtain additional financing on terms acceptable to us, in a timely manner, or at all.
As a Cayman Islands exempted and offshore holding company, we are permitted under PRC laws and regulations to provide funding to our wholly foreign-owned subsidiary in China only through loans or capital contributions, subject to the approval of government authorities and limits on the amount of capital contributions and loans. In addition, Beijing Haoxi Health Technology Co., Limited (“WFOE”) may provide Renminbi funding to the operating entity through capital injection or loans.
The following table sets forth a summary of our cash flows for the periods indicated.
| Six Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (US$) | (US$) | |||||||
| Net cash used in operating activities | (2,266,626 | ) | (2,250,334 | ) | ||||
| Net cash used in investing activities | (4,500,000 | ) | (3,074,823 | ) | ||||
| Net cash provided by financing activities | 4,926,677 | 7,746,143 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 22,643 | 19,703 | ||||||
| Net increase in cash and cash equivalents | (1,817,306 | ) | 2,440,690 | |||||
| Cash and cash equivalent at the beginning of the period | 8,618,461 | 6,655,734 | ||||||
| Cash and cash equivalent at the end of the period | 6,801,155 | 9,096,424 | ||||||
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Operating Activities
Net cash used in operating activities was $2.27 million for six months ended December 31, 2025, as compared to $2.25 million for six months ended December 31, 2024. Net cash used in operating activities for six months ended December 31, 2025. mainly derived from (i) a net loss of $6.88 million adjusted for non-cash depreciation and amortization of $0.26 million, provision for doubtful accounts $6.02 million and impairment of intangible assets $0.90 million, (ii) net changes in the operating assets and liabilities, primarily comprising of (a) an increase of change in tax payable of $0.35 million, (b) an increase of change in amounts due from related parties of $1.05 million; (c) an increase of change in advance to suppliers of $2.99 million, (d) an increase of change in advance from customers of $0.67 million, (e) a decrease of change in account receivable of $0.44 million.
Investing Activities
Net cash used in investing activities for six months ended December 31, 2025 was $4.5 million compared to $3.07 million used in investing activities for six months ended December 31, 2024. The increase was mainly attributable to the fact that the Company only made convertible bond investments of $4.5 million, while no other investments were incurred during the period.
Financing Activities
Net cash provided by financing activities for six months ended December 31, 2025 was $4.93 million, compared to $7.75 million provided by financing activities for six months ended December 31, 2024. The decrease was primarily attributable to a $1.55 million reduction in financing proceeds during the current period compared to the same period, as well as the incurrence of $0.91 million in issuance costs.
Capital Expenditures
We made capital expenditures of $nil and $5,135 for six months ended December 31, 2025 and 2024, respectively. Our capital expenditures have been used primarily to purchase fixed assets for business purposes. We estimate that our capital expenditures will increase moderately in the following two or three years to support the expected growth of our business. We anticipate funding our future capital expenditures primarily with net cash flows from operating activities and financing activities.
Contractual Obligations and Contingencies
From time to time, we may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, we do not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. We are not aware of any material pending or threatened claims and litigation through and as of December 31, 2025.
The following table sets forth our contractual obligations as of December 31,2025.
| Payment Due by Period | ||||||||||||||||
| Total | Less than 1 year | 1 – 3 years | 3 – 5 years | |||||||||||||
| (in USD in thousand) | ||||||||||||||||
| Borrowings | $ | 1,577,794 | $ | 1,311,746 | $ | 266,048 | $ | — | ||||||||
| Lease obligations | $ | 19,059 | $ | 19,059 | $ | — | $ | — | ||||||||
| Total | $ | 1,596,853 | $ | 1,330,805 | $ | 266,048 | $ | — | ||||||||
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Off-Balance Sheet Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as 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. Moreover, 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 research and development services with us.
Holding Company Structure
Our Company is a holding company with no material operations of its own. As most of our operations are conducted through the operating entity, our ability to pay dividends is primarily dependent on receiving distributions of funds from our PRC subsidiaries, WFOE and Haoxi Beijing. Our WFOE is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our WFOE and Haoxi Beijing are required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our WFOE may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.
Our Company, through a restructuring which is accounted for as a reorganization of entities under common control (the “Reorganization”), became the ultimate parent entity of its subsidiary, Haoxi Beijing.
Quantitative and Qualitative Disclosures about Market Risk
Currency risk
Most of the Company’s expense transactions and assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other Company foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittances.
The Company maintains bank accounts in the PRC. On May 1, 2015, China’s new Deposit Insurance Regulation came into effect, pursuant to which banking financial institutions, such as commercial banks, established in the PRC are required to purchase deposit insurance for deposits in RMB and in foreign currency placed with them. Such Deposit Insurance Regulation would not provide complete protection for the Company’s accounts, as its aggregate deposits are higher than the compensation limit, which is RMB500,000 for one bank ($71,136). However, the Company believes the risk of failure of any of these Chinese banks is remote. Bank failure is uncommon in the PRC and the Company believes those Chinese banks that hold the Company’s cash, restricted cash and short-term investments are financially sound based on publicly available information. Other than the deposit insurance mechanism in the PRC mentioned above, the Company’s bank accounts are not insured by Federal Deposit Insurance Corporation insurance or other insurance.
Concentration and credit risk
Currently, all of the Company’s operations are in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in U.S. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittances abroad, and rates and methods of taxation, among other things.
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Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, restricted cash, accounts receivable, accounts receivable – related parties, advances to suppliers and amounts due from related parties. A portion of the Company’s sales are credit sales to customers whose ability to pay is dependent upon industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposits and borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the Company’s interest risk exposure.
Customer and Supplier Concentration Risk
Major Customers
For the six months ended December 31, 2025, Customer A accounted for approximately 17% of our total sales. As of December 31, 2025, account receivable balance of Customers B and C accounted for approximately 25% and 23% of the Company’s total trade receivable.
For the six months ended December 31, 2024, none of our customers contributed over 10% revenue of the Company. As of December 31, 2024, account receivable balance of Customers P, I, S and M accounted for approximately 31%, 27%, 12% and 11% of the Company’s total trade receivable.
Major Suppliers
For the six months ended December 31, 2025, Supplier L accounted for approximately 99% of the total purchases. As of December 31, 2025, Suppliers A accounted for approximately 99% of the Company’s trade accounts payable.
For the six months ended December 31, 2024, Supplier L accounted for approximately 99% of the total purchases. As of December 31, 2024, Suppliers U and V accounted for approximately 51%and 49% of the Company’s trade accounts payable.
Critical Accounting Policies and Estimates
Critical accounting estimates are those that involve making assumptions about uncertain matters at the time the estimate is made. If different estimates, which could reasonably have been used, or changes in those estimates that are likely to occur from period to period, have a material impact on the presentation of our financial condition, changes in financial condition, or results of operations, they are considered critical. We determined there were no critical accounting estimates.
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