Exhibit 99.1
LOBO EV TECHNOLOGIES LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars except for number of shares)
As of | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Restricted cash | ||||||||
Accounts receivable, net | ||||||||
Inventories, net | ||||||||
Prepaid expenses and other current assets | ||||||||
Assets held for sale | ||||||||
Total current assets | ||||||||
Property and equipment, net | ||||||||
Intangible assets, net | ||||||||
Operating lease right-of-use assets, net | ||||||||
Deferred tax assets | ||||||||
Total Assets | ||||||||
Liabilities and Shareholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | $ | ||||||
Advances from customers | ||||||||
Other current payables | ||||||||
VAT payable | ||||||||
Taxes payable | ||||||||
Amounts due to related parties | ||||||||
Short-term Loan | ||||||||
Convertible note payable, net | ||||||||
Liabilities held for sale | ||||||||
Operating lease liabilities, current | ||||||||
Total current liabilities | ||||||||
Long-term Loan | ||||||||
Operating lease liabilities, non-current | ||||||||
Total liabilities | ||||||||
Commitments and contingencies | ||||||||
Equity: | ||||||||
Common stock* (par value of $; and ) Common stock outstanding as of June 30, 2025 and December 31, 2024, respectively | per share, shares authorized, and Common stock issued and outstanding as of June 30, 2025 and December 31, 2024, respectively||||||||
Additional paid-in capital | ||||||||
Retained earnings | ( | ) | ||||||
Accumulated other comprehensive income | ( | ) | ( | ) | ||||
Statutory reserve | ||||||||
Total Equity | ||||||||
Total Liabilities and Equity | $ | $ |
The Pre-delivery 850,000 Shares were not considered outstanding as of December 31, 2024 (Note 13).
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-1 |
LOBO EV TECHNOLOGIES LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In U.S. dollars except for number of shares)
Six Months Ended June 30, | ||||||||
2025 | 2024 | |||||||
Revenues | $ | $ | ||||||
Cost of revenues | ||||||||
Gross Profit | ||||||||
Operating expenses | ||||||||
Selling and marketing expenses | ||||||||
General and administrative expenses | ||||||||
Research and development expenses | ||||||||
Total operating expenses | ||||||||
Operating (loss)/income | ( | ) | ( | ) | ||||
Other expenses (income) | ||||||||
Interest expense | ( | ) | ||||||
Gain on disposal of subsidiaries | ( | ) | ||||||
Other income | ( | ) | ( | ) | ||||
Total other income, net | ( | ) | ||||||
(loss)/Income before income tax expense | ( | ) | ( | ) | ||||
Income tax expense | ||||||||
Net (loss)/Income | ( | ) | ( | ) | ||||
Net (loss)/Income | ( | ) | ( | ) | ||||
Less: Net (loss)/income attributable to non-controlling interest | ||||||||
Net (loss)/income attributable to LOBO EV Technologies LTD | ( | ) | ( | ) | ||||
Net (loss)/Income | ( | ) | ( | ) | ||||
Foreign currency translation adjustments | ( | ) | ||||||
Total comprehensive (loss) income | ( | ) | ( | ) | ||||
Less: Comprehensive net (loss) attributable to noncontrolling interests | ( | ) | ||||||
Total comprehensive (loss) income attributable to LOBO EV Technologies LTD | $ | ( | ) | ( | ) | |||
Net (loss)/income per share, basic and diluted | $ | ) | $ | ) | ||||
Weighted average shares outstanding, basic and diluted |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
F-2 |
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Common stock | Shareholders | Additional paid-in | Statutory | (Accumulated deficit) Retained | Accumulated other comprehensive | Total shareholders’ | Non- controlling | Total | ||||||||||||||||||||||||||||||||
Share | Amount | subscription | capital | reserves | earnings | loss | equity | Interest | equity | |||||||||||||||||||||||||||||||
Balance as of December 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||||||
Share issuance upon initial public offering, net of issuance costs | ||||||||||||||||||||||||||||||||||||||||
Net income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
Appropriation to statutory reserves | - | ( | ) | |||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
Balance as of June 30, 2024 | ( | ) |
(In U.S. dollars except for number of shares)
Common stock | Shareholders | Additional paid-in | Statutory | (Accumulated deficit) Retained | Accumulated other comprehensive | Total shareholders’ | Non- controlling | Total | ||||||||||||||||||||||||||||||||
Share | Amount | subscription | capital | reserves | earnings | loss | equity | Interest | equity | |||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||||||||||
Common stock issued for conversion of convertible notes | ||||||||||||||||||||||||||||||||||||||||
Common stock issued for services | ||||||||||||||||||||||||||||||||||||||||
Net loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
Appropriation to statutory reserves | ( | ) | ||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | ||||||||||||||||||||||||||||||||||||||||
Disposal of subsidiary | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | ( | ) | ( | ) |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3 |
LOBO EV TECHNOLOGIES LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. d
For the six months ended June 30, | ||||||||
2025 | 2024 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income | ( | ) | ( | ) | ||||
Adjustment to reconcile net income to net cash provided by operating activities | ||||||||
Depreciation and amortization | ||||||||
Common stock issued for services | ||||||||
Investment income | ( | ) | ||||||
Gain on disposal of subsidiary | ( | ) | ||||||
Amortization of Convertible Note issuance cost and debt discount upon conversion | ||||||||
Changes in Operating Assets and Liabilities | ||||||||
Accounts receivable | ( | ) | ||||||
Inventories | ( | ) | ( | ) | ||||
Prepaid expenses and other current assets | ( | ) | ||||||
Deferred Tax Asset | ||||||||
Accounts payable | ( | ) | ||||||
Advance from customers | ( | ) | ||||||
Other current payables | ( | ) | ||||||
VAT payable | ||||||||
Taxes payable | ||||||||
Operating lease Liabilities | ||||||||
Net cash (used in) provided by operating activities | ( | ) | ( | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Interest-free loan to related parties | ( | ) | ||||||
Interest-free loan repaid by related parties | ||||||||
Purchase of short-term investment | ( | ) | ( | ) | ||||
Sale of short-term investment | ||||||||
Proceeds from disposal of subsidiary | ||||||||
Purchase of property and equipment | ( | ) | ( | ) | ||||
Purchase of intangible assets | ( | ) | ||||||
Net cash used in investing activities | ( | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Issuance of Common stock for cash, net of issuance costs | ||||||||
Proceeds of interest-free loan from related parties | ||||||||
Repayments of interest-free loan to related parties | ( | ) | ( | ) | ||||
Proceeds from short-term loan | ||||||||
Proceeds from additional paid in capital | ||||||||
Repayments of long-term borrowings | ( | ) | ||||||
Net cash provided by financing activities | ||||||||
Effect of exchange rate changes on cash and cash equivalents | ||||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | ||||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | ||||||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
Cash paid during the period for: | ||||||||
Income taxes | ( | ) | ||||||
Interest | ( | ) | ( | ) | ||||
NON-CASH TRANSACTIONS | ||||||||
Common stock issued upon conversion of debt and accrued interest | ||||||||
Non-cash consideration received from disposal of subsidiary |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4 |
LOBO EV TECHNOLOGIES LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Lobo EV Technologies Ltd. (“LOBO”) was incorporated as an exempted holding company under the laws of the British Virgin Islands on October 25, 2021. LOBO does not conduct any substantive operations on its own, but instead conducts its business operations through its wholly-owned subsidiary in the People’s Republic of China (the “PRC”) and the subsidiary of such entity. LOBO and its subsidiaries are hereinafter collectively referred to as “the Company”. LOBO is an innovative electric vehicles manufacturer and seller. It is a high-tech company specializing in manufacturing a wide range of eco-friendly electric vehicles and home-used robotic products through its wholly-owned subsidiaries. As described below, LOBO, through a series of transactions which is accounted for as a reorganization of entities under common control (the “Reorganization”), became the ultimate parent entity of its subsidiaries. Accordingly, these consolidated financial statements reflect the historical operations of the Company as if the current organization structure had been in existence throughout the periods presented.
Reorganization
The Reorganization of the Company’s legal structure was completed on March 14, 2022. The Reorganization involved (i) the incorporation of LOBO in the British Virgin Islands as a holding company; (ii) the incorporation of LOBO Holdings Limited in Hong Kong (“LOBO HK”), as a wholly-owned subsidiary of LOBO; (iii) the share transfer of Jiangsu LOBO from Jiangsu LOBO’s shareholders to LOBO HK, resulting in Jiangsu LOBO becoming a wholly-owned subsidiary of LOBO HK in the PRC.
LOBO is a holding company and had not commenced operations until the Reorganization was complete.
During the periods presented in these consolidated financial statements, the control of the entities has never changed (always under the control of the PRC Shareholders). Accordingly, the combination has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structure has been retroactively presented in prior periods as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods to which such entities were under common control. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.
In
March 2023, LOBO HK entered into a supplemental agreement with Jiangsu LOBO’s former shareholders, and agreed the consideration
for the share transfer of Jiangsu LOBO to LOBO HK shall be $
In March 2023, when LOBO HK and former Jiangsu LOBO Shareholders entered into the supplemental agreement, the nature of the share transfer transaction did not change, which is still an acquisition under common control. The supplemental agreement is part of the Reorganization process.
Jiangsu LOBO former shareholders include related parties who are also officers of LOBO under current structure, hence the acquisition was accounted for as common control acquisition in accordance with ASC 805-50-45-5. Under the guidance, the current capital structure has been retroactively presented in prior periods as if such structure existed at that time.
F-5 |
The
reorganization has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital
structure has been retroactively presented in prior periods as if such structure existed at that time, and therefore, the consideration
amount of $
On
March 1, 2023,
On
September 15, 2023, the Company issued
The consolidated financial statements reflect the activities of LOBO and each of the following entities:
Percentage | ||||||||||
Date of | Place of | of effective | ||||||||
Name | Incorporation | incorporation | ownership | Principal Activities | ||||||
Wholly owned subsidiaries | ||||||||||
LOBO EV Technologies Ltd (LOBO BVI) | % | |||||||||
LOBO Holdings Ltd (LOBO HK) | % | |||||||||
LOBO MATRIX INVEST LTD (LOBO MATRIX) | % | |||||||||
LOBO Scientific INC. (LOBO Scientific) | % | |||||||||
Jiangsu LOBO Electric Vehicle Co. Ltd (Jiangsu LOBO) | % | |||||||||
Beijing LOBO Intelligent Machine Co., Ltd (Beijing LOBO)* | % | |||||||||
Tianjin LOBO Intelligent Robot Co., Ltd (Tianjin LOBO) | % | |||||||||
Guangzhou LOBO Intelligent Technologies Co. Ltd (Guangzhou LOBO)* | % | |||||||||
Wuxi Jinbang Electric Vehicle Manufacture Co., Ltd (Wuxi Jinbang)* | % | |||||||||
Tianjin Bibosch Intelligent Technologies Co., Ltd (Tianjin Bibosch) | % | |||||||||
Wuxi Zella Technology Trading Co., Ltd. (Wuxi Zella) | % | |||||||||
Dezhou LOBO Intelligent Manufacturing Co., Ltd. (Dezhou LOBO) | % |
* |
F-6 |
On
November 28, 2024, the board directors’ meeting of the company resolved that Jiangsu LOBO Electric Vehicle Co., Ltd. (hereinafter
referred to as “Jiangsu LOBO”), a wholly-owned subsidiary of the company, would sell Guangzhou LOBO Intelligent Technology
Co., Ltd. (hereinafter referred to as “Guangzhou LOBO”), a wholly-owned subsidiary of Jiangsu LOBO, to Yang Chengliang at
a transfer equity price of RMB
On
December 10, 2024, the board directors’ meeting of the company resolved that Beijing LOBO Intelligent Machine Co., Ltd. (hereinafter
referred to as “Beijing LOBO”), a wholly-owned subsidiary of the company, would sell
On
December 30, 2024, the board of directors of the Company decided to sell its wholly-owned subsidiary Beijing Luobei Intelligent Machine
Co., LTD. On March 28, 2025, the board of directors’ meeting of the company decided to sell Beijing Lobo to Guo Yafang at the
transfer equity consideration of RMB
The sales of the above subsidiaries do not constitute a non-continuing operation business that has a significant impact on the company’s entity operation, financial performance, or involves strategic shift. The sales do not conform to the definition of discontinued operations as stipulated in ASC 205-20-45-1A to 45-1C. Therefore, it is not necessary to disclose the relevant information about discontinued operations in the financial statements in accordance with ASC 205-20-50-5.
Details of the entities disposed were as follows:
Guangzhou LOBO | Wuxi Jinbang | Beijing LOBO | ||||||||||
Total assets | $ | $ | $ | |||||||||
Total liabilities | ||||||||||||
Total net assets | ( | ) | ||||||||||
Total noncontrolling interest | ( | ) | ||||||||||
Subtotal | ( | ) | ||||||||||
Total consideration | ||||||||||||
Total gain on disposal of subsidiaries | $ | $ | $ |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation and principles of consolidation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the financial statements of LOBO, and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation. In the opinion of the management, the accompanying unaudited interim condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair statement of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited interim condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements for the year ended December 31, 2024. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024 and notes thereto and other pertinent information contained in our Annual Report on Form 20-F as filed with the SEC on April 28, 2025.
Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings and financial position.
(b) Use of estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period and accompanying notes, including credit loss, the useful lives of property and equipment, impairment of short-term investments, long-term investments and long-lived assets, valuation allowance for deferred tax assets and uncertain tax opinions. Actual results could differ from those estimates.
(c) Foreign Currency Translation
The reporting currency of the Company is the U.S. dollar (“USD” or “$”). The functional currency of subsidiaries located in China is the Chinese Renminbi (“RMB”), the functional currency of subsidiaries located in Hong Kong is the Hong Kong dollars (“HK$”). For the entities whose functional currency is the RMB and HK$, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments are reported as foreign currency translation adjustment and are shown as a separate component of other comprehensive loss in the Consolidated Statements of Operations and Comprehensive Income.
Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
F-7 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
The
(d) Fair Value Measurement
The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.
ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.
ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is 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 identical or similar assets and liabilities in active markets or in inactive markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.
The carrying amounts of the Company’s financial instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash, short-term investments, accounts receivable, amounts due from related parties, other current assets, amounts due to related parties, accounts payable and other current payables. Short-term investments are recorded at fair value, based on Level 1 inputs as of June 30, 2025 and December 31, 2024.
(e) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and have insignificant risk of changes in value related to changes in interest rates and have original maturities of three months or less when purchased.
(f) Accounts receivable
Accounts receivable are stated at the original amount less credit losses, if any, based on a review of all outstanding amounts at period end. The Company adopted ASU No. 2016-13, “Financial Instruments – Credit Losses” on January 1, 2023. The Company analyzes the aging of the customer accounts, coverage of credit insurance, customer concentrations, customer credit-worthiness, historical and current economic trends, supportable and reasonable future forecast, and changes in its customer payment patterns, and concluded that the adoption has no material impact on the consolidated financial statements and the allowance for credit losses assessed to be immaterial as of June 30, 2025 and December 31, 2024.
F-8 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
(g) Inventories
Inventories,
primarily consisting of the raw materials purchased by the Company for battery packs assembling and e-bicycles production, and finished
goods including battery packs and e-bicycles, are stated at the lower of cost or net realizable value. Cost of inventory is determined
using weighted-average method. Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business,
will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories
are written down to net realizable value. There were
(h) Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. 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 are removed from the accounts, and any resulting gains or losses are included in income/loss in the year of disposition. Estimated useful lives are as follows:
Production line for e-bicycles | ||||
Furniture, fixtures and office equipment | ||||
Vehicles |
(i) Intangible Assets
We purchase software from third parties and recorded the cost in intangible assets on the consolidated balance sheets.
We
amortize the purchased software on a straight-line basis over their estimated useful lives, which is typically
F-9 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
(j) Capitalized Software Development Costs
In accordance with ASC 350-40, Internal-Use Software, the Company capitalizes certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed, and it is probable that the software will be used as intended, until the software is available for general release. Capitalized software costs primarily include external direct costs of materials and services utilized in developing or obtaining computer software.
In
2023, the capitalized software for internal use was completed, the capitalized costs is amortized on a straight-line basis over the estimated
useful live of
(k) Impairment of Long-lived Assets
In accordance with ASC Topic 360, Property, Plant, and Equipment, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its carrying amount. The Company did not record any impairment charge for the six months ended June 30, 2025 and 2024.
(l) Value Added Tax
LOBO’s China subsidiaries are subject to value-added tax (“VAT”) for providing services and sales of products.
Revenue from providing services and sales of products is generally subject to VAT at applicable tax rates, and subsequently paid to PRC tax authorities after netting input VAT on purchases. The excess of output VAT over input VAT is reflected in accrued expenses and other payables. The Company reports revenue net of PRC’s VAT for all the periods presented in the Consolidated Statements of Operations and Comprehensive Income.
(m) Revenue Recognition
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (“ASC Topic 606”) from January 1, 2019 and used the modified retrospective method for the revenue from sales of self-manufactured e-bicycles.
The core principle of ASC Topic 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation
Revenue recognition policies are discussed as follows:
Revenue from sales of electric vehicles and accessories
The Company sells electric vehicles and accessories products to customers across the world. The transaction price in the contract is fixed and reflected in the sales invoice. The performance obligation is to transfer promised products to a customer upon acceptance by customers, and the Company is primarily responsible for fulfilling the promise to deliver the products to the customers. There is only one performance obligation in the contract and there is no need for allocation. The Company presents the revenue generated from its sales of products on a gross basis as the Company is a principal. The revenue is recognized at a point in time when the Company satisfies the performance obligation.
The Company offers customer warranties generally from three months to one year. To estimate reserve for warranties and returns the Company relies on historical sales returns and warranty repair costs. Based on assessment the Company assessed no cost for warranties and returns for the six months ended June 30, 2025 and 2024 for the electric vehicles and accessories segment.
F-10 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
Prior to December 2024, the Company generated revenue from the sale of software development and design services. Such revenue was recognized over time using the output method, based on development milestones periodically confirmed by customers. The Company acted as the principal in these arrangements, and each contract contained a single performance obligation. The Company has not generated revenue from software development and design services subsequent to December 2024.
The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent revenue recognized for the amounts invoiced when the Company has satisfied its performance obligation and has unconditional right to payment. The Company has no contract assets as of June 30, 2025 and December 31, 2024.
Contract
liabilities primarily consist of advances from customers. As of June 30, 2025 and December 31, 2024, the Company recognized advances
from customers amounted to $
(n) Research and Development Expenses
Research
and development (“R&D”) expenses are expensed as incurred. R&D expenses primarily consist of employee salary and
benefit costs. R&D expenses were $
(o) Income Taxes
The Company accounts for income taxes using the asset/liability method prescribed by ASC 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
F-11 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
The
provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for
consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This
interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred
income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The
Company’s operating subsidiaries in PRC are subject to examination by the relevant tax authorities. According to the PRC Tax Administration
and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the
taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment
of taxes is more than RMB
(p) Non-controlling Interest
A non-controlling interest in a subsidiary of the Company represents the portion of the equity (net assets) in the subsidiary not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the Consolidated Balance Sheets, consolidated statements of changes in shareholders’ equity and net income and other comprehensive income attributable to non-controlling shareholders are presented as a separate component on the Consolidated Statements of Operations and Comprehensive Income. Non-controlling interest is nil as of December 31, 2024 upon sale of Wuxi Jinbang.
(q) Segment Reporting
On December 11, 2024, the Company completed the disposal of Guangzhou Lobo, the Software Royalties and Development and Design Services segment, which did not meet the criteria to be classified as discontinued operations under ASC 205-20. Following this transaction, beginning in December 2024, the Company operates as a single reportable segment, Electric Vehicles and Accessories Sales.
As the Company’s long-lived assets are substantially all located in the PRC and all of the Company’s revenues and expenses are derived from within the PRC, no geographical segments are presented.
Basic income per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of Common stock outstanding for the period. Diluted income per share is calculated by dividing net income attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Potentially dilutive shares are excluded from the computation if their effect is anti-dilutive.
(s) Comprehensive Income
Comprehensive income is comprised of the Company’s net income and other comprehensive income (loss). The components of other comprehensive loss consist solely of foreign currency translation adjustments.
F-12 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued
(t) Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Legal costs incurred in connection with loss contingencies are expensed as incurred.
The Company periodically issues shares of its common stock as compensation for services received from its consultants. The fair value is measured on the grant date based on the market price. The fair value amount is recognized as expense when services are required to be provided in exchange for the award. Stock-based compensation expense is recorded in the same expense classifications in the consolidated statements of operations as if such amounts were paid in cash.
(u) Recent Accounting Standards
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, an 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 Accounting Standard Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU require that public business entities on an annual basis 1) disclose specific categories in the rate reconciliation, and 2) provide additional information for reconciling items that meet a quantitative threshold. The amendments require disclosure about income taxes paid by federal, state and foreign taxes, and by individual jurisdictions in which income taxes paid is equal or greater than 5 percent of total income taxes paid. The amendment also requires entities to disclose income or loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. For all public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company will adopt and apply the guidance in fiscal year 2025. There is no material impact expected to our results of operations, cash flows and financial condition at the time of adoption, however the Company is still assessing the disclosure impact.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update require that a public entity disclose on an annual and interim basis, 1) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, 2) an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss, and 3) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. For all public business entities, ASU 2023-07 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company will adopt and apply the guidance in fiscal year 2025. There is no material impact expected to our results of operations, cash flows and financial condition at the time of adoption, however the Company is still assessing the disclosure impact.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
3. REVENUES AND COST OF REVENUES
The following table identifies the disaggregation of the Company’s revenues for the six months ended June 30, 2025 and 2024, respectively:
June 30, 2025 | June 30, 2024 | |||||||
Revenues | ||||||||
Electric vehicles and accessories sales | $ | $ | ||||||
Software royalties | ||||||||
Software development and design services | ||||||||
Software royalties and development and design subtotal | ||||||||
Total revenues accounted for under ASC Topic 606 | $ | $ |
The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year.
Cost of electric vehicles and accessories revenues consist primarily of cost of products, labor cost, and other overhead expenses. Cost of Software development and design revenues consist primarily of raw material cost, outsourced development cost, and amortization cost of the intangible assets. The following table identifies the disaggregation of the Company’s cost of revenues for the six months ended June 30, 2025 and 2024, respectively:
June 30, 2025 | June 30, 2024 | |||||||
Cost of revenues | ||||||||
Electric vehicles and accessories | $ | $ | ||||||
Software development and design services | ||||||||
Total cost of revenues | $ | $ |
F-13 |
4. ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following, and the Company determined that based on the aging of the customer accounts, coverage of credit insurance, customer concentrations, customer credit-worthiness, historical and current economic trends, supportable and reasonable forecast and changes in its customer payment patterns, the allowance for credit losses assessed to be immaterial.
As of | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
Accounts receivable | $ | $ |
5. INVENTORIES, NET
Inventories consisted of the following:
As of | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
Finished goods(1) | $ | $ | ||||||
Raw materials(2) | ||||||||
Total Inventory | $ | $ |
(1) | |
(2) |
Based on historical observations, the write-downs were immaterial to be recognized for the inventories for the six months ended June 30, 2025 and 2024.
6. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
As of | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
Prepayment to vendors | $ | $ | ||||||
Advances to employees (1) | ||||||||
Others (2) | ||||||||
Prepaid expenses and other current assets | $ | $ |
(1) | |
(2) |
F-14 |
7. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
As of | ||||||||
June 30, | December 31, | |||||||
2025 | 2024 | |||||||
Production line for e-bicycles | $ | $ | ||||||
Furniture, fixtures and office equipment | ||||||||
Less: accumulated depreciation | ( | ) | ( | ) | ||||
Property and equipment, net | $ | $ |
For
the six months ended June 30, 2025 and 2024, depreciation expense amounted to $
8. INTANGIBLE ASSETS, NET
Intangibles, net consisted of the following:
As of | ||||||||
June 30, | December 31, | |||||||
2025 | 2024 | |||||||
Purchased software | $ | $ | ||||||
Capitalized software development costs | ||||||||
Less: accumulated amortization | ( | ) | ( | ) | ||||
Intangible assets, net | $ | $ |
In the software development process, once the preliminary project stage was completed and management committed to funding the software through completion and the software will be used to perform the function intended, the application development stage started. In accordance with ASC 350-40-25, the software development costs incurred in the application development stage were capitalized, and the costs incurred in the preliminary project stage were expensed.
In
2023, the capitalized software for internal use was completed, the capitalized costs is amortized on a straight-line basis over the estimated
useful live of
For
the six months ended June 30, 2025 and 2024, amortization expense amounted to $
The following summarizes total future amortization expenses of the purchased software at June 30, 2025:
Year ending June 30, | ||||
2025 | $ | |||
2026 | ||||
2027 | ||||
2028 | ||||
2029 and after | ||||
Total future amortization expense | $ |
F-15 |
9. ADVANCES FROM CUSTOMERS
Advances
from customers are contract liabilities that represent the Company’s obligation to transfer goods or services to customers for
which the Company has received prepayments from the customers. As of June 30, 2025 and December 31, 2024, the Company recorded advances
from customers that amounted to $
10. TAXES PAYABLE
Taxes payable consisted of the following:
As of | ||||||||
June 30, | December 31, | |||||||
2025 | 2024 | |||||||
Income tax payable | $ | $ | ||||||
Other tax payable | ||||||||
Total tax payable | $ | $ |
11. OPERATING LEASE LIABILITIES AND RIGHT OF USE ASSETS
Operating Leases
During
the six months ended June 30, 2025 and 2024, the Company entered into multiple operating leases for new offices and facility spaces in
China. The Company measured and recorded right of use assets and corresponding operating lease liabilities at the lease commencement
dates. The discount rate utilized in such present value calculation was
The
Company has made operating lease payments in the amount of $
Operating lease liabilities consist of:
As of | ||||||||
June 30, | December 31, | |||||||
2025 | 2024 | |||||||
Current portion | $ | $ | ||||||
Long term portion | ||||||||
Total operating lease liabilities | $ | $ |
F-16 |
The following summarizes total future minimum operating lease payments at June 30, 2025:
The periods ending June 30, | ||||
2025 | $ | |||
2026 | ||||
2027 | ||||
2028 | ||||
Thereafter | ||||
Total minimum lease payments | $ | |||
Less: present value discount | ( | ) | ||
Present value of minimum lease payments | $ |
As
of June 30, 2025 and December 31, 2024, the weighted average discount rate for these leases is
12. BANK LOAN
In
September 2024, the Company’s subsidiary, Tianjin Lobo entered into a line of credit agreement of $
In
January and April of 2025, the Company’s subsidiary, Jiangsu Lobo entered into a line of credit agreement and has drawn a
total of $
For
the six months ended June 30, 2025 and 2024, the Company recorded interest expenses of $
13. CONVERTIBLE NOTE
On
December 10, 2024, the Company entered into a securities purchase agreement (the “November 2024 SPA”) with Streeterville
Capital, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company issued to the Investor (i)
an unsecured convertible note (“Convertible Note”), in the principal amount of $
In
addition,
On
December 13, 2024, the Company completed its issuance and sale of the note and issuance of Pre-Delivery Shares pursuant to the November
2024 SPA. The gross proceeds from the sale of the Convertible Note were $
The Company has identified and evaluated the embedded features of the convertible notes, and concluded that (i) the Company call option, contingent interest features for event of default, the right to prepay, and event of delisting put option are clearly and closely related to the debt host instrument and, therefore, are not required to be bifurcated under ASC 815, (ii) the conversion right is eligible for a scope exception from derivative accounting and is not required to be bifurcated under ASC 815. Consequently, the Company accounts for the convertible notes as a liability following the respective guidance ASC 470.
F-17 |
As
Pre-delivery shares can be separately exercised, i.e. each can continue to exist unchanged when the other is exercised, the Company concluded
that they were freestanding. The Pre-delivery Shares are considered a form of stock borrowing facility and are accounted for as own-share
lending arrangement. The Company did not receive any proceeds or pay any consideration related to the Pre-delivery Shares, except that
the Company received a one-time nominal fee of $
During
the six months ended June 30, 2025, the Company issued
The amortized cost of the Convertible Note consisted of the following:
Convertible Note Principal- Issued in November 2024 | $ | |||
Debt issuance discount | ( | ) | ||
Debt discount of fair value for pre-delivery Shares | ( | ) | ||
Interest accrued | ||||
Convertible Notes Principal and accrued interest as of December 31, 2024 | ||||
Amortization of debt discount and fair value for pre-delivery shares | ||||
Principal and accrued accrued interest converted into Common stock | ( | ) | ||
Convertible Notes Principal and accrued interest as of June 30, 2025 | $ |
14. RELATED PARTY TRANSACTIONS AND BALANCES
The following is a list of related parties which the Company had transactions with during the six months ended June 30, 2025 and 2024:
Name | Relationship | ||
(a) | Huiyan Xie | ||
(b) | Huajian Xu |
F-18 |
Amounts due to related parties
As of June 30, 2025and December 31, 2024, amounts due from related parties, consisted of the following:
December 31, 2024 | Borrowed | Repaid | Exchange Rate Translation | Reclass to OP | Disposal of Subsidiaries | June 30, 2025 | ||||||||||||||||||||||
Amounts due to related parties | ||||||||||||||||||||||||||||
(a) Huiyan Xie | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
(b) Huajian Xu | ( | ) | ||||||||||||||||||||||||||
Total amounts due to related parties | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ |
The balances represented interest-free loans payable to shareholders.
F-19 |
15. INCOME TAXES
BVI
The Company is incorporated in the BVI. Under the current laws of the BVI, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to with holdings tax in the BVI.
Hong Kong
On
March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which
introduces the two-tiered profits tax rates regime.
PRC
The
Company’s PRC subsidiaries are subject to the PRC Enterprise Income Tax Law (“EIT Law”) and are taxed at the statutory
income tax rate of
The components of the income tax provision are:
As of | ||||||||
June 30, 2025 | June 30, 2024 | |||||||
Current | $ | ( | ) | $ | ( | ) | ||
Deferred | ||||||||
Total income tax provision | $ | ( | ) | $ | ( | ) |
The income tax provision is included in our consolidated statement of operations and comprehensive income.
The reconciliations of the statutory income tax rate and the Company’s effective income tax rate are as follows:
For the six months ended June 30, | ||||||||
2025 | 2024 | |||||||
Net income before provision for income taxes | $ | ( | ) | $ | ( | ) | ||
PRC statutory tax rate | % | % | ||||||
Income tax at statutory tax rate | ( | ) | ( | ) | ||||
Additional deduction for R&D expenses | ( | ) | ||||||
Effect of preferential tax of PRC subsidiary | ||||||||
Changes in valuation allowance | ||||||||
Effect of income tax rate differences in jurisdictions other than mainland China | ||||||||
Tax effect of non-deductible items | ||||||||
Income tax expense | $ | $ | ||||||
Effective tax rates | ( | )% | ( | )% |
The
current PRC EIT Law imposes a
F-20 |
As of June 30, 2025 and December 31, 2024, the Company had not recorded any withholding tax on the retained earnings of its foreign invested enterprises in the PRC, since the Company intends to reinvest its earnings to further expand its business in mainland China, and its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies.
As of June 30, 2025 and December 31, 2024, there was no tax effect of temporary difference under ASC Topic 740 “Accounting for Income Taxes” that gives rise to deferred tax asset and liability.
As
of June 30, 2025 and December 31, 2024, the Company has net operating loss carried forward of $
Accounting for uncertainty tax position
The Company did not identify significant unrecognized tax benefits for the the six months ended June 30, 2025 and 2024. The Company did not incur any interest or penalties related to potential underpaid income tax expenses. In general, the PRC tax authority has up to five years to conduct examinations of the Company’s tax filings. Accordingly, the tax years from 2020 to 2024 of the Company’s PRC subsidiaries remain open to examination by the taxing jurisdictions. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.
16. EQUITY
(a) Common stock and Additional Paid In Capital
The
Company was established under the laws of the British Virgin Islands on October 25, 2021. The authorized number of Common stock was
Upon the Reorganization event described in Note 1, on March 14, 2022, the Company issued the Common stock of common stock with par value of $ in exchange for all outstanding common stock of Jiangsu Lobo. The Reorganization has been 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 accompanying financial statements of the Company.
On
March 1, 2023,
On
September 15, 2023, the Company issued
In
March 21, 2024, the Company issued
On December 11, 2024, the Company issued shares of common stock at par value of $ per share to the investors of the convertible note. Refer to Note 13 for details.
In
March 2025, the Company issued
As
disclosed in Note 13, during the six months ended June 30, 2025, the Company issued
(b) Statutory Reserve
The
Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus
reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC
GAAP”). Net income after taxation can be made up for the cumulative prior years’ losses, if any before allocated to the “Statutory
reserve”. Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined
in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary
surplus reserve are made at the discretion of the board of directors of the Company. As of June 30, 2025 and December 31, 2024, statutory
reserve provided were $
(c) Dividends
The Company through its PRC subsidiaries paid cash dividends of and to its shareholders for the years ended December 31, 2024 and 2023, respectively.
F-21 |
17. CONCENTRATIONS
Concentrations of Credit Risk
As
of June 30, 2025 and December 31, 2024, cash and cash equivalents balances in the PRC are $
Concentrations of Customers
The following table sets forth information as to each customer that accounted for 10% or more of total accounts receivable as of June 30, 2025 and December 31, 2024:
As of | As of | |||||||||||||||
June 30, | December 31, | |||||||||||||||
2025 | 2024 | |||||||||||||||
Amount | % of Total | Amount | % of Total | |||||||||||||
A | $ | % | $ | * | * | % | ||||||||||
B | % | % | ||||||||||||||
C | % | * | * | % | ||||||||||||
D | % | * | * | % | ||||||||||||
E | % | * | * | % | ||||||||||||
F | * | * | % | % | ||||||||||||
Total | $ | % | $ | % |
The following table sets forth information as to each customer that accounted for 10% or more of total revenue for the six months ended June 30, 2025 and 2024.
For the six months ended June 30, | ||||||||||||||||
2025 | 2024 | |||||||||||||||
Customer | Amount | % of Total | Amount | % of Total | ||||||||||||
A | $ | % | $ | % | ||||||||||||
B | * | * | % | % | ||||||||||||
C | * | * | % | % | ||||||||||||
Total | $ | % | $ | % |
The following table sets forth information as to each supplier that accounted for 10% or more of accounts payable as of June 30, 2025 and December 31, 2024:
As of | As of | ||||||||||||||||
June 30, | December 31, | ||||||||||||||||
2025 | 2024 | ||||||||||||||||
Suppliers | Amount | % of Total | Amount | % of Total | |||||||||||||
A | $ | % | $ | % | |||||||||||||
B | % | % | |||||||||||||||
C | % | % | |||||||||||||||
D | * | * | % | % | |||||||||||||
E | * | * | % | % | |||||||||||||
Total | $ | % | % |
* | represented the percentage below 10% |
There following table sets forth information as to each supplier that accounted for 10% or more of total purchase during the six months ended June 30, 2025 and 2024:
For the six months ended June 30, | ||||||||||||||||
2025 | 2024 | |||||||||||||||
Suppliers | Amount | % of Total | Amount | % of Total | ||||||||||||
A | $ | % | $ | * | * | % | ||||||||||
B | * | * | % | % | ||||||||||||
C | * | * | % | % | ||||||||||||
D | * | * | % | % | ||||||||||||
Total | $ | % | % |
18. SUBSEQUENT EVENTS
The Company has performed an evaluation of subsequent events through September 3, 2025, which was the date of the issuance of the consolidated financial statements, and determined that no events would have required adjustment or disclosure in the consolidated financial statements other than that discussed above.
F-22 |