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What changed in Helport AI Ltd's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Helport AI Ltd's 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+540 added−562 removedSource: 20-F (2025-11-17) vs 20-F (2024-10-31)

Top changes in Helport AI Ltd's 2025 20-F

540 paragraphs added · 562 removed · 270 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

60 edited+186 added−7 removed73 unchanged
Biggest changeA fluctuation in the value of Singapore dollar or RMB relative to the U.S. dollar could reduce our profits from operations and the translated value of our net assets when reported in U.S. dollars in our financial statements. This change in value could negatively impact our business, financial condition, or results of operations as reported in U.S. dollars.
Biggest changeThe re-measurement has caused the U.S. dollar value of our results of operations to vary with exchange rate fluctuations, and the U.S. dollar value of our results of operations will continue to vary with exchange rate fluctuations. 4 A fluctuation in the value of the Singapore dollar, the PHP, the IDR, or RMB relative to the U.S. dollar could reduce our profits from operations and the translated value of our net assets when reported in U.S. dollars in our financial statements.
Our business would be harmed if: ● the platform providers discontinue or limit our access to their platforms; ● governments or private parties, such as internet providers, impose bandwidth restrictions or increase charges or restrict or prohibit access to those platforms; ● the platforms increase the fees they charge us, or may bill us more frequently for fees accrued if they reasonably suspect that our account registered with the platform is fraudulent or at risk of non-payment; ● the platforms modify their algorithms, communication channels available to developers, respective terms of service, or other policies; ● the platforms adopt changes or updates to their technology that impede integration with other software systems or otherwise require us to modify our technology for the continuing use of the platforms; ● the platforms impose restrictions or data storage; ● the platforms change how the personal information of end-users of the developed content is made available to developers; or ● we are unable to comply with the platform providers’ terms of service.
Our business would be harmed if: ● the platform providers discontinue or limit our access to their platforms; ● governments or private parties, such as internet providers, impose bandwidth restrictions or increase charges or restrict or prohibit access to those platforms; 11 ● the platforms increase the fees they charge us, or may bill us more frequently for fees accrued if they reasonably suspect that our account registered with the platform is fraudulent or at risk of non-payment; ● the platforms modify their algorithms, communication channels available to developers, respective terms of service, or other policies; ● the platforms adopt changes or updates to their technology that impede integration with other software systems or otherwise require us to modify our technology for the continuing use of the platforms; ● the platforms impose restrictions or data storage; ● the platforms change how the personal information of end-users of the developed content is made available to developers; or ● we are unable to comply with the platform providers’ terms of service.
Business Overview — Customers, Sales, and Marketing.” As of the date of this annual report, Xinsheng has fulfilled its obligations to transfer payment guaranteed in each of the Agreements. However, there is no assurance that, in the future, we will be able to successfully enforce Xinsheng’s guarantee, or any other such payment agents’ guarantee.
Business Overview—Customers, Sales, and Marketing.” As of the date of this annual report, Xinsheng has fulfilled its obligations to transfer the payments guaranteed in each of the Agreements. However, there is no assurance that, in the future, we will be able to successfully enforce Xinsheng’s guarantee, or any other such payment agents’ guarantee.
Increasing competition may result in pricing pressure and loss of our market share, either of which could have a material adverse effect on our financial condition and results of operations. The use of open-source software in our products may compromise our ability to protect the confidentiality of our proprietary information, potentially harming our business and competitive position.
Increasing competition may result in pricing pressure and loss of our market share, either of which could have a material adverse effect on our financial condition and results of operations. 8 The use of open-source software in our products may compromise our ability to protect the confidentiality of our proprietary information, potentially harming our business and competitive position.
New technologies in our industry could render the technologies and services that we are developing or expect to develop in the future obsolete or uncompetitive, thereby potentially resulting in a decline in our revenues and market share. Our reliance on developer partners for AI product and system development is significant.
New technologies in our industry could render the technologies and services that we are developing or expect to develop in the future obsolete or uncompetitive, thereby potentially resulting in a decline in our revenues and market share. 6 Our reliance on developer partners for AI product and system development is significant.
As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. 1 It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.
As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.
Any such restriction on the use of our own software, or our inability to use open-source or third-party software, could result in disruptions to our business or operations, or delays in our development of future products or enhancements of our existing products, including the AI Assist software and the Helphub Crowdsourcing Platform, which could impair our business.
Any such restriction on the use of our own software, or our inability to use open-source or third-party software, could result in disruptions to our business or operations, or delays in our development of future products or enhancements of our existing products, including the AI Assist software and the Helphub Crowdsourcing Platform (“Helphub”), which could impair our business.
Furthermore, according to Article 177 of the PRC Securities Law (“Article 177"), which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC.
Furthermore, according to Article 177 of the PRC Securities Law (“Article 177”), which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC.
For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or “SAFE Circular 3,” issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than $50,000, review the relevant board resolutions, original tax filing form, and audited financial statements of such domestic enterprise based on the principle of genuine transaction.
For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or “SAFE Circular 3,” issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than $50,000, review the relevant board resolutions, original tax filing forms, and audited financial statements of such domestic enterprise based on the principle of genuine transaction.
Additionally, we rely on software programmers, including the technical staffs of Youfei Shuke, to design our proprietary technologies, and although we take steps to prevent our programmers from including objectionable open-source software in the technologies and software code that they design, write and modify, we do not exercise complete control over the development efforts of our programmers and we cannot be certain that our programmers have not incorporated such open-source software into our proprietary solutions and technologies or that they will not do so in the future.
Additionally, we rely on software programmers, including the technical staff of Youfei Shuke, to design our proprietary technologies, and although we take steps to prevent our programmers from including objectionable open-source software in the technologies and software code that they design, write and modify, we do not exercise complete control over the development efforts of our programmers and we cannot be certain that our programmers have not incorporated such open-source software into our proprietary solutions and technologies or that they will not do so in the future.
If Baojiang decides to continue engaging Helport Singapore’s service after the trial period ends, the fees generated during the trial will become payable. We also rely on Youfei Shuke as our provider of AI infrastructure and developer partner, who has been our primary technology supplier for the fiscal years ended June 30, 2024, 2023, and 2022.
If Baojiang decides to continue engaging Helport Singapore’s service after the trial period ends, the fees generated during the trial will become payable. We also rely on Youfei Shuke as our provider of AI infrastructure and developer partner, who has been our primary technology supplier for the fiscal years ended June 30, 2025, 2024, and 2023.
If we are unable to address these issues in a timely and cost-effective manner, our business, financial condition, and results of operations may be adversely affected. 4 If the PRC government imposes further restrictions and limitations on our PRC customers’ ability to transfer or distribute cash overseas., our business, financial condition, and results of operations could be materially adversely affected.
If we are unable to address these issues in a timely and cost-effective manner, our business, financial condition, and results of operations may be adversely affected. 5 If the PRC government imposes further restrictions and limitations on our PRC customers’ ability to transfer or distribute cash overseas., our business, financial condition, and results of operations could be materially adversely affected.
In the event that we decide to convert our Singapore dollar or RMB into U.S. dollars to make payments for dividends on our Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the Singapore dollar or RMB will harm the U.S. dollar amount available to us.
In the event that we decide to convert our Singapore dollar, PHP, IDR, or RMB into U.S. dollars to make payments for dividends on our Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the Singapore dollar, the PHP, the IDR, or RMB will harm the U.S. dollar amount available to us.
If any such new laws, regulations, rules, or implementation and interpretation come into effect, we expect to take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on it. We cannot guarantee, however, that we will not be subject to cybersecurity review and network data security review in the future.
If any such new laws, regulations, rules, or implementation and interpretation come into effect, we expect to take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on our operations. We cannot guarantee, however, that we will not be subject to cybersecurity review and network data security review in the future.
For details, see “ITEM 4. Information of the Company — B. Business Overview — The Business Model” . The final and billable service fee will be invoiced to Baojiang every month, and the invoice amount shall be confirmed by Baojiang within three business days. The agreement includes a six-month trial period.
For details, see “ITEM 4. Information of the Company — B. Business Overview — The Business Model” . The final and billable service fees will be invoiced to Baojiang every month, and the invoiced amount shall be confirmed by Baojiang within three business days. The agreement includes a six-month trial period.
We rely on a few customers that each account for more than 10% of our total sales, who are all contact-center BPO companies for whom we provide our AI Assist product. For the fiscal year ended June 30, 2024, we had two significant customers, namely Beijing Baojiang Science and Technology Co., Ltd. (“Baojiang”) and Shenyang Pengbosheng Network Technology Co., Ltd.
We rely on a few customers that each account for more than 10% of our total sales, who are all contact-center BPO companies for whom we provide our AI Assist product. For the fiscal year ended June 30, 2025, we had three significant customers, namely Beijing Baojiang Science and Technology Co., Ltd. (“Baojiang”), Shenyang Pengbosheng Network Technology Co., Ltd.
Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.
The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.
Data of contact center conversations is transmitted directly to providers of Automatic Speech Recognition technology such as AWS. Our technical staff in charge of assisting customers to build our AI technology into their system only operate on the premises of the customers and on their computer systems. For details, see "
Data of contact center conversations is transmitted directly to providers of Automatic Speech Recognition technology such as AWS. Our technical staff in charge of assisting customers to build our AI technology into their system only operate on the premises of the customers and on their computer systems. For details, see “ITEM 4. Information of the Company — B.
We engaged Youfei Shuke in three three-year service agreements in 2022. In 2024, we entered into seven new one-year agreements with Youfei Shuke relating to general system developments, and, additionally, 13 individual one-year agreements were entered into for AI model training services, each tailored to a particular industry scenario for which a model will be applied.
We engaged Youfei Shuke in three three-year service agreements in 2022. In 2025, we entered into 29 new one-year agreements with Youfei Shuke relating to general system developments, and, additionally, three individual one-year agreements were entered into for AI model training services, each tailored to a particular industry scenario for which a model will be applied.
In addition, three out of Helport AI’s five directors and officers, namely Guanghai Li, Jun Ge, and Xinyue (Jasmine) Geffner, reside in the PRC. All or a substantial portion of the assets of Helport AI’s directors and officers are located outside the United States.
In addition, three out of Helport AI’s five directors and officers, namely Guanghai Li, Di Shen, and Xinyue (Jasmine) Geffner, reside in the PRC. All or a substantial portion of the assets of Helport AI’s directors and officers are located outside the United States.
Gains and losses from the re-measurement of assets and liabilities receivable or payable in Singapore dollar or RMB are included in our combined statements of operations.
Gains and losses from the re-measurement of assets and liabilities receivable or payable in the Singapore dollar, the PHP, the IDR, or RMB are included in our consolidated statements of operations.
The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions.
PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions.
It is difficult to predict how market forces or the Singapore, PRC or U.S. government policy may impact the exchange rate among the U.S. dollar, Singapore dollar and RMB in the future.
It is difficult to predict how market forces or any Singapore, Philippines, Indonesia, PRC, or U.S. government policy may impact the exchange rate among the U.S. dollar, the Singapore dollar, the PHP, the IDR, and RMB in the future.
The industry of contact-center AI technology worldwide is competitive and rapidly evolving, with new companies increasingly joining the competition in recent years. AI products and service models in the industry are constantly evolving to adapt new technologies, increase cost efficiency, and meet customers’ rising expectation for more intelligent products.
The contact-center AI technology industry worldwide is competitive and rapidly evolving, with new companies increasingly joining the competition in recent years. AI products and service models in the industry are constantly evolving to adopt new technologies, improve cost efficiency, and meet customers’ rising expectations for more intelligent products.
However, the heavy involvement of Youfei Shuke in our R&D projects as our developer partner, including the technical staff they provide, means that in the event Youfei Shuke disengages from us, we would need to find other technology suppliers as a substitute.
However, the heavy involvement of Youfei Shuke in our research and development (“R&D”) projects as our developer partner, including the technical staff they provide, means that in the event Youfei Shuke disengages from us, we would need to find other technology suppliers as a substitute.
Our Singapore operating entity’s functional currency is Singapore dollar. As a result, fluctuations in the exchange rate among the U.S. dollar, Singapore dollar and RMB will affect the relative purchasing power, in Singapore dollar or RMB terms, of our U.S. dollar assets.
The functional currency of our Indonesian subsidiary is the IDR. As a result, fluctuations in the exchange rate among the U.S. dollar, the Singapore dollar, the PHP, the IDR, and RMB will affect the relative purchasing power, in the Singapore dollar, the PHP, the IDR,or RMB terms, of our U.S. dollar assets.
These negative events and circumstances include, but may not be limited to, the following: ● an economic downturn in China; ● political instability that could adversely affect our ability to deliver our products to consumers in a timely fashion; ● changes in laws and regulations, in particular those with little advance notice; ● tariffs and other trade barriers which could make it more expensive for us to deliver our products to consumers; and ● new administrative and compliance requirements resulting in an increase in transactional costs with our suppliers and customers.
These negative events and circumstances include, but may not be limited to, the following: ● an economic downturn in China; ● political instability that could adversely affect our ability to deliver our products to consumers in a timely fashion; ● changes in laws and regulations, in particular those with little advance notice; ● tariffs and other trade barriers which could make it more expensive for us to deliver our products to consumers; and ● new administrative and compliance requirements resulting in an increase in transactional costs with our suppliers and customers. 3 Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to you and us.
We and our customers may also be subject to suits by parties claiming infringement due to the reliance by our products on certain open-source software, and such litigation could be costly for us to defend or subject us to injunctions enjoining us from the sale of our products that contain open-source software.
We and our customers may also be subject to suits by parties claiming infringement due to the reliance by our products on certain open-source software, and such litigation could be costly for us to defend or subject us to injunctions enjoining us from the sale of our products that contain open-source software. 9 Alternatively, we may need to re-engineer our products or discontinue using portions of the functionality provided by our products.
Since we have not yet established relevant entities or subsidiaries in the PRC, and so far substantially all our customers and suppliers are located in the PRC, each of our customers and suppliers has entered into an Authorization for Payment Agreement (collectively, the “Agreements”) with our Singapore operating entity, Helport Pte Ltd (“Helport Singapore”), and a third party agent, Xinsheng Technology (Tianjin) Co., Ltd.
Since we have not yet established relevant entities or subsidiaries in the PRC, and because a significant portion of our customers and suppliers are located in the PRC, each of our customers and suppliers has entered into an Authorization for Payment Agreement (collectively, the “Agreements”) with our operating entities, Helport Singapore and Helport US, and a third party agent, Xinsheng Technology (Tianjin) Co., Ltd.
In the event that portions of our proprietary technology are determined to be subject to an open-source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our services and technologies and materially and adversely affect our business, results of operations and prospects. 7 Our inability to use software licensed from third parties, or our use of open-source software under license terms that interfere with our proprietary rights, could disrupt our business.
In the event that portions of our proprietary technology are determined to be subject to an open-source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our services and technologies and materially and adversely affect our business, results of operations and prospects.
In addition, there is uncertainty as to whether the courts of the British Virgin Islands or the PRC would recognize or enforce judgments of U.S. courts against Helport AI or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state.
In addition, there is uncertainty as to whether the courts of the British Virgin Islands or the PRC would recognize or enforce judgments of U.S. courts against Helport AI or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state. 1 The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law.
Business Overview —Competitive Strengths”. As of the date of this annual report, we have filed seven patent applications in Singapore. These applications are currently awaiting approval from the authorities and focus on technologies enhancing the utility of contact centers. We have also designed and developed effective systems of Gateways to integrate our AI Assist software into contact centers.
Business Overview—Competitive Strengths,” As of the date of this annual report, we have two pending patent applications in Singapore. These applications are currently awaiting approval from the authorities. We have also designed and developed effective systems of Gateways to integrate our AI Assist software into contact centers.
While we retain a significant level of control over the core technology involved and the development process, the heavy involvement of our developer partner and the technical staff Youfei Shuke provides means that our engagement with them may expose us to risks beyond our control.
For details, see “ITEM 4. Information of the Company—B. Business Overview—Major Supplier.” While we retain a significant level of control over the core technology involved and the development process, the heavy involvement of our developer partner and the technical staff Youfei Shuke provides means that our engagement with them may expose us to risks beyond our control.
During any such review, Helport may be required to suspend its operations or experience other disruptions to its operations. Cybersecurity review and network data security review could also result in negative publicity with respect to Helport AI, and diversion of its managerial and financial resources, which could materially and adversely affect its business, financial conditions, and results of operations.
Cybersecurity review and network data security review could also result in negative publicity with respect to Helport AI and diversion of its managerial and financial resources, which could materially and adversely affect its business, financial conditions, and results of operations.
While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all.
To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all.
Such uncertainties, including uncertainties over the scope and effect of their contractual, property (including intellectual property), and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue operations. 3 Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.
Such uncertainties, including uncertainties over the scope and effect of their contractual, property (including intellectual property), and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue operations.
Our products do not collect personal data from contact center activities, nor do we store any data from such activities. Therefore, as of the date of this annual report, neither Helport AI nor any subsidiaries thereof have received any notice from any authorities requiring Helport AI or any of its subsidiaries to undergo cybersecurity review or network data security review.
Therefore, as of the date of this annual report, neither Helport AI nor any subsidiaries thereof have received any notice from any authorities requiring Helport AI or any of its subsidiaries to undergo cybersecurity review or network data security review.
We compete with other competitors on the following bases: ● the effectiveness and quality of our AI solutions; ● vertical industry knowledge and domain expertise; ● operational capabilities; ● business model; ● brand recognition; ● quality of services both in the initial system installment phase and the subsequent operation maintenance phase; ● effectiveness of sales and marketing efforts; and ● hiring and retention of talented staff. 6 Our competitors may operate with different business models, have different service structures, and may be more successful or more adaptable to new regulatory, technological, and other developments.
We compete with other competitors on the following bases: ● the effectiveness and quality of our AI solutions; ● vertical industry knowledge and domain expertise; ● operational capabilities; ● business model; ● brand recognition; ● quality of services both in the initial system installment phase and the subsequent operation maintenance phase; ● effectiveness of sales and marketing efforts; and ● hiring and retention of talented staff.
Accordingly, our business, financial condition, results of operations, and prospects may be influenced to a significant degree by political, economic, and social conditions in China generally.
Although we have no operating entity in the PRC, a significant portion of our customers are located in the PRC. Accordingly, our business, financial condition, results of operations, and prospects may be influenced to a significant degree by political, economic, and social conditions in China generally.
We are in the highly competitive AI Contact Integrated Solutions Industry, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial performance.
If we are unable to address these issues in a timely and cost-effective manner, our business, financial condition, and results of operations may be adversely affected. 7 We are in the highly competitive AI Contact Integrated Solutions Industry, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position and financial performance.
For the fiscal year ended June 30, 2022, Pengbosheng accounted for 51.4% of our total sales, and Baojiang accounted for 34% of our total sales. No other customers accounted for more than 10% of our total sales during the fiscal years ended June 30, 2024, 2023 and 2022.
For the fiscal year ended June 30, 2023, we had two significant customers, Baojiang and Pengbosheng, which accounted for 28.4% and 46.3% of our total sales, respectively. No other customers accounted for more than 10% of our total sales during the fiscal years ended June 30, 2025, 2024, and 2023.
Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however, the interpretations of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involves uncertainties. Although we have no operating entity in the PRC, currently substantially all of the Company’s customers are located in China.
Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, however, the interpretations of many laws, regulations, and rules are not always uniform and enforcement of these laws, regulations, and rules involves uncertainties.
The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. 2 Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, including the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government.
Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, including the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government.
The improper use or disclosure of data could have a material and adverse effect on our business and prospects. As a product for assisting contact-center agents, AI Assist only collects data from the contact center operating agents but does not collect any data from consumers who engage with the agents.
As a product for assisting contact-center agents, AI Assist only collects data from the contact center operating agents but does not collect any data from consumers who engage with the agents.
Any significant appreciation or depreciation of the Singapore dollar or RMB may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our Ordinary Shares in U.S. dollars. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk.
Any significant appreciation or depreciation of the Singapore dollar, the PHP, the IDR, or RMB may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our Ordinary Shares in U.S. dollars.
As part of our global expansion strategy, we have engaged customers located in countries other than the PRC, which began generating revenue in the fiscal year 2024. However, for the fiscal year ended June 30, 2024, substantially all of our revenue has been generated from customers located in the PRC, even though we have no operating entity in the PRC.
As part of our global expansion strategy, we have engaged customers located in countries other than the PRC, which began generating revenue in the fiscal year 2024.
In the fiscal years ended June 30, 2024, there were 23 service agreements between Youfei Shuke and Helport Singapore, all of which relate to the development of AI-driven products designed to enhance our existing products and systems.
In the fiscal year ended June 30, 2025, there were 29 service agreements between Youfei Shuke and Helport Singapore, all of which relate to the development of AI-driven products designed to enhance our existing products and systems. 10 Since Youfei Shuke is our primary supplier, our engagement with it may expose us to risks beyond our control.
These third-party agents are subject to their own unique operational and financial risks, which are beyond our control. In the event that such agents fail to function properly or breach or terminate their cooperation with us, we may be unable to recover payment from our customers or transfer payment to our suppliers in a timely manner, or at all.
In the event that such agents fail to function properly or breach or terminate their cooperation with us, we may be unable to recover payment from our customers or transfer payment to our suppliers in a timely manner, or at all. This could disrupt our cash flow and lead to a breakdown of our contractual relationship with customers and suppliers.
If the exchange rate between the U.S. dollar, Singapore dollar and RMB fluctuates in an unanticipated manner, our business, financial condition, and results of operations could be materially adversely affected. Each of our customers and suppliers has entered into an Authorization for Payment Agreement with our Singapore operating entity and a third- party agent.
If the exchange rate between the U.S. dollar, the Singapore dollar, the PHP, the IDR, and RMB fluctuates in an unanticipated manner, our business, financial condition, and results of operations could be materially adversely affected.
This may disrupt our arrangements with developer partners, and may delay the launching of new products, which will have a material adverse effect on our business, financial condition, and results of operations. 9 Our business generates and processes a large amount of data, and it is required to comply with laws and regulations in multiple jurisdictions relating to data privacy and security.
This may disrupt our arrangements with developer partners, and may delay the launching of new products, which will have a material adverse effect on our business, financial condition, and results of operations.
(“Pengbosheng”), which accounted for 26.9% and 37.5% of our total sales, respectively. For the fiscal year ended June 30, 2023, we had two significant customers, Baojiang and Pengbosheng, which accounted for 28.4% and 46.3% of our total sales, respectively.
(“Pengbosheng”), and Shenyang Blue Legend Information Technology Co., Ltd. (“Blue Legend”), which accounted for 27.5%, 25.8% and 16.2% of our total sales, respectively. For the fiscal year ended June 30, 2024, we had two significant customers, Baojiang and Pengbosheng, which accounted for 26.9% and 37.5% of our total sales, respectively.
Therefore, from time to time, we and our subsidiaries may have to resort to administrative and court proceedings in China to enforce their legal rights.
Although we have no operating entity in the PRC, currently a significant portion of the Company’s customers are located in China. Therefore, from time to time, we and our subsidiaries may have to resort to administrative and court proceedings in China to enforce their legal rights.
They may in the future achieve greater market acceptance and recognition and gain a greater market share. It is also possible that potential new competitors may emerge and acquire a significant market share.
Our competitors may operate with different business models, have different service structures, and may be more successful or more adaptable to new regulatory, technological, and other developments. They may in the future achieve greater market acceptance and recognition and gain a greater market share. It is also possible that potential new competitors may emerge and acquire a significant market share.
However, we cannot guarantee that Youfei Shuke will not breach these confidentiality obligations during the term of the agreements or after their expiration.
We own the end product resulting from collaborative development efforts with Youfei Shuke, and all service agreements between Helport Singapore and Youfei Shuke include mutual confidentiality obligations. However, we cannot guarantee that Youfei Shuke will not breach these confidentiality obligations during the term of the agreements or after their expiration.
If any such third-party developer partners fail to function properly or breach or terminate their cooperation with us, we must secure substitute developer partners to maintain our business. If we are unable to address these issues in a timely and cost-effective manner, our business, financial condition, and results of operations may be adversely affected.
If any such third-party developer partners fail to function properly or breach or terminate their cooperation with us, we must secure substitute developer partners to maintain our business.
Our financial condition and liquidity position may be subject to credit risks of the third-party agent.
Each of our customers and suppliers has entered into an Authorization for Payment Agreement with our Singapore and U.S. operating entity and a third- party agent. Our financial condition and liquidity position may be subject to credit risks of the third-party agent.
During the fiscal years ended June 30, 2024, 2023, and 2022, our sales to the China market accounted for substantially all of our revenue. Our sales to customers located in the PRC are denominated in U.S. dollar, with the actual settlement amount converted to an amount denominated in Renminbi (“RMB”) at the time of payment.
Our sales to customers located in the PRC are denominated in the U.S. dollar, with the actual settlement amount converted to an amount denominated in Renminbi (“RMB”) at the time of payment. Our Singapore operating entity’s functional currency is the Singapore dollar. The functional currency of the Philippines branch of our Singapore operating entity is the PHP.
In such circumstances, the resolution of these potential issues could cost us in extra expenses, resources and time.
In such circumstances, the resolution of these potential issues could cost us in extra expenses, resources and time. This could also jeopardize our research and development efforts, or could potentially harm the reputation of our brand, which may negatively impact our revenue and results of operations.
We compete for bringing about profitability increase, managerial efficiency enhancement, and agent mistake reduction to customers’ contact centers, which is often determined by factors such as AI efficiency, system integration abilities and industry experience.
We compete with a value proposition centered on increasing customers’ profitability, enhancing managerial efficiency, and reducing agent mistakes in customers’ contact centers. These metrics are often influenced by factors such as AI efficiency, system integration abilities and industry experience.
Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on our business and operations. Although we have no operating entity in the PRC, so far substantially all of our customers are located in the PRC.
Cybersecurity review and network data security review could also result in negative publicity with respect to Helport AI, and diversion of its managerial and financial resources, which could materially and adversely affect its business, financial conditions, and results of operations. 2 Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on our business and operations.
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Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to you and us. The PRC legal system is based on written statutes.
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However, for the fiscal years ended June 30, 2025 and 2024, substantially all of our revenue was still generated from customers located in the PRC, even though we have no operating entity in the PRC. Our products do not collect personal data from contact center activities, nor do we store any data from such activities.
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The re-measurement has caused the U.S. dollar value of our results of operations to vary with exchange rate fluctuations, and the U.S. dollar value of our results of operations will continue to vary with exchange rate fluctuations.
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During any such review, Helport may be required to suspend its operations or experience other disruptions to its operations.
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This could disrupt our cash flow and lead to a breakdown of our contractual relationship with customers and suppliers.
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The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources.
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For details, see “ITEM 4. Information of the Company — B. Business Overview — Major Supplier”.
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Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment. During the fiscal years ended June 30, 2025, 2024, and 2023, our sales to the China market accounted for substantially all of our revenue.
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This could also jeopardize our research and development efforts, or could potentially harm the reputation of our brand, which may negatively impact our revenue and results of operations. 5 We own the end product resulting from collaborative development efforts with Youfei Shuke, and all service agreements between Helport Singapore and Youfei Shuke include mutual confidentiality obligations.
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This change in value could negatively impact our business, financial condition, or results of operations as reported in U.S. dollars.
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Alternatively, we may need to re-engineer our products or discontinue using portions of the functionality provided by our products.
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Third-party agents subject to such payment agreements are subject to their own unique operational and financial risks, which are beyond our control.
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Of these, three agreements were established in the fiscal years 2023 and 2022, seven new agreements relating to general system developments were made in fiscal year 2024, and, additionally, 13 individual agreements were made in fiscal year 2024 for AI model training services, each tailored to a particular industry scenario for which a model will be applied. 8 Since Youfei Shuke is our primary supplier, our engagement with it may expose us to risks beyond our control.
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Our inability to use software licensed from third parties, or our use of open-source software under license terms that interfere with our proprietary rights, could disrupt our business.
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Our business generates and processes a large amount of data, and it is required to comply with laws and regulations in multiple jurisdictions relating to data privacy and security. The improper use or disclosure of data could have a material and adverse effect on our business and prospects.
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Business Overview—Data Privacy and Security.” 12 On December 28, 2021, 13 governmental departments of the PRC, including the Cybersecurity Administration of China, or the CAC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022.
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The Cybersecurity Review Measures provide that net platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC.
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On November 14, 2021, the CAC published the Draft Regulations on the Network Data Security Administration (Draft for Comments), which provides that data processing operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the relevant Cyberspace Administration of the PRC.
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Although we have no operating entity in the PRC, currently substantially all of our revenue is generated from customers located in the PRC. Our products do not collect personal data from contact center activities, nor do we store any data from such activities.
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As of the date of this annual report, neither Helport AI nor has any subsidiaries thereof received any notice from any authorities requiring Helport AI or any of its subsidiaries to undergo any cybersecurity review or network data security review.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeIn the fiscal years 2022, 2023, and 2024, our research and development costs were nil, US$375,410, and US$4,303,490, respectively, accounting for nil, 18.3%, and 48.6% of our total operating costs. 41 Intellectual Property Patent Information As of the date of this annual report, we have applied for 7 patents as follows: Title Patent Owner Application Number Application Date Jurisdiction Method and System for Processing Scripted Text with Audio File Helport 10202302982U 10/23/2023 Singapore Method and System for Implementing Quality Inspection for Customer Service Voice Data Helport 10202302981W 10/23/2023 Singapore Method and System for Evaluating the Gain from Agent and Customer Matching Helport 10202302919U 10/16/2023 Singapore Method And System For Real Time Recommendation Helport 10202302918P 10/16/2023 Singapore Method and System for Distributing Outbound Call Data Helport 0202302877T 10/10/2023 Singapore Method and System for Identifying Optimal Response in Multimodal Interaction Helport 10202401018W 07/04/2024 Singapore Question-and-Answer Generation System Based on Cross-Validation with Multiple Intelligent Processing Helport 10202401878P 06/25/2024 Singapore These applications are being processed and we expect them to be approved in twelve months.
Biggest changeIn the fiscal years 2023, 2024, and 2025, our research and development costs were US$375,410, US$4,303,490, and US$6,316,962, respectively, accounting for 18.3%, 48.6%, and 38.6% of our total operating costs. 45 Intellectual Property Patent Information As of the date of this annual report, we have two pending patent applications in Singapore: Title Patent Owner Application Number Application Date Jurisdiction Method and System for Real Time Recommendation Helport Singapore 10202302918P 10/23/2023 Singapore A System for and Method of Constructing A Response Knowledge Base Helport Singapore 10202500892T 04/02/2025 Singapore These applications are being processed .
The contract term is from January 4, 2022 to January 3, 2025, subject to automatic renewal if neither party raises objections upon expiration. Hive System Purchase Agreement: We outsource some development tasks of Helphub to Youfei Shuke.
The contract term is from January 4, 2022 to January 3, 2025, subject to automatic renewal if neither party raises objections upon expiration. Hive System Purchase Agreement: We outsource some development tasks of Helphub to Youfei Shuke. The contract term is from January 4, 2022 to January 3, 2025, subject to automatic renewal if neither party raises objections upon expiration.
Because we do not have operating entity or office in PRC and for the ease and timely performance of rights and obligations, we have a Delegated Payment Agreement with Xinsheng, which will collect payments on behalf of us from our customers.
Because we do not have operating entity or office in the PRC and for the ease and timely performance of rights and obligations, we have a Delegated Payment Agreement with Xinsheng, which will collect payments on behalf of us from our customers.
The customary implementation time-frame for a cloud-based platform takes one week, while private deployment requires four to eight weeks. ● Pre-sales technical communication The pre-sales technical communication includes discussion on product functionality, business impact, operational demonstrations, implementation feasibility assessment, and quotation proposals. 30 ● Deployment kick-off – private deployment or cloud deployment During this stage, we discuss implementation plans with customers.
The customary implementation time-frame for a cloud-based platform takes one week, while private deployment requires four to eight weeks. ● Pre-sales technical communication The pre-sales technical communication includes discussion on product functionality, business impact, operational demonstrations, implementation feasibility assessment, and quotation proposals. ● Deployment kick-off – private deployment or cloud deployment During this stage, we discuss implementation plans with customers.
As we serve enterprise clients and BPO clients from different sectors, we contend not only with generalist competitors but also with niche specialists who cater exclusively to specific sectors or industries. This multifaceted competition underscores the complexities inherent in the AI contact center industry in China and globally. 38 Our competitive position is strengthened by our tailored service approach.
As we serve enterprise clients and BPO clients from different sectors, we contend not only with generalist competitors but also with niche specialists who cater exclusively to specific sectors or industries. This multifaceted competition underscores the complexities inherent in the AI contact center industry in China and globally. Our competitive position is strengthened by our tailored service approach.
These functions allow for real-time communication assistance, real-time sales guidance, intelligent visibility of agent performance, and fast knowledge-base configuration. For instance, AI Assist can steer agents through their customer interactions, furnish them with industry-specific insights, offer tailored script prompts, and oversee adherence to standard procedures and regulations.
These functions allow for real-time communication assistance, real-time sales guidance, intelligent visibility of agent performance, and fast knowledge-base configuration. For instance, AI Assist can steer customer contact agents through their customer interactions, furnish them with industry-specific insights, offer tailored script prompts, and oversee adherence to standard procedures and regulations.
Cloud deployment means AI Assist will be deployed using cloud servers. ● Product Implementation This stage follows project kick-off and before go-live commissioning/go-live use. If a customer requires private deployment of AI Assist, we will design a deployment solution and conduct evaluation procedures, followed by on-site deployment. This usually takes five to twenty-five workdays.
Cloud deployment means AI Assist will be deployed using cloud servers. 35 ● Product Implementation This stage follows project kick-off and before go-live commissioning/go-live use. If a customer requires private deployment of AI Assist, we will design a deployment solution and conduct evaluation procedures, followed by on-site deployment. This usually takes five to twenty-five workdays.
Meanwhile, in order to ensure the data security and compliance when clients use Helport AI products, we require all of our technology development and implementation service providers to possess high-level, client-recognized data security qualifications. Major Supplier To expedite the product development cycle and manage R&D costs, we rely heavily on third-party R&D providers.
Meanwhile, in order to ensure data security and compliance when clients use Helport AI products, we require all of our technology development and implementation service providers to possess high-level, client-recognized data security qualifications. Major Supplier To expedite the product development cycle and manage R&D costs, we rely on third-party R&D providers.
Hive System Purchase Agreement: We outsource some development tasks of Helphub to Youfei Shuke. The contract term is from January 4, 2022 to January 3, 2025, subject to automatic renewal if neither party raises objections upon expiration. Youfei Shuke AI Training Service Agreements: We entered into 13 of such agreements with Yourfei Shuke from January 2024 to June 2024.
Hive System Purchase Agreement: We outsource some development tasks of Helphub to Youfei Shuke. The contract term is from January 4, 2022 to January 3, 2025, subject to automatic renewal if neither party raises objections upon expiration. Youfei Shuke AI Training Service Agreements: We entered into 13 of such agreements with Youfei Shuke from January 2024 to June 2024.
Helport U.S. has also purchased workers’ compensation insurance, which covers work-related injuries or illnesses of employees. 39 We believe that we are covered by adequate insurance policies. As of the date of this annual report, we have not made any material insurance claims in relation to our business.
Helport U.S. has also purchased workers’ compensation insurance, which covers work-related injuries or illnesses of employees. We believe that we are covered by adequate insurance policies. As of the date of this annual report, we have not made any material insurance claims in relation to our business.
As provided under Singapore’s laws and regulations, employees working in Singapore and who are either Singapore citizens or Singapore permanent residents are, along with their employer, required to contribute to the Central Provident Fund (CPF). The CPF is a mandatory social security savings scheme funded by contributions from employers and employees in Singapore.
As provided under Singapore’s laws and regulations, employees working in Singapore and who are either Singapore citizens or Singapore permanent residents are, along with their employer, required to contribute to the Central Provident Fund (“CPF”). The CPF is a mandatory social security savings scheme funded by contributions from employers and employees in Singapore.
We design technical solutions for product implementation based on various customer requirements; this could involve public cloud, hybrid cloud, or private deployment. Private deployment means AI Assist will be deployed locally in a customer’s contact center environment without using cloud servers.
We design technical solutions for product implementation based on customer requirements; this could involve public cloud, hybrid cloud, or private deployment. Private deployment means AI Assist will be deployed locally in a customer’s contact center environment without using cloud servers.
In such ourtsourced business processes, our AI technology and digital platform enable real-time remote monitoring of the customer engagement professionals, compliance and quality checks of their work, and knowledge base construction to facilitate customer engagement, thereby ensuring and improving the quality of work of such outsourced professionals.
In such outsourced business processes, our AI technology and digital platform enable real-time remote monitoring of the customer engagement professionals, compliance and quality checks of their work, and knowledge base construction to facilitate customer engagement, thereby ensuring and improving the quality of work of such outsourced professionals.
Our R&D engineers possess extensive experience in operations research, AI, machine learning, and natural language processing, and their efforts have resulted in 7 patents currently under the application review process in Singapore related to various AI contact center technologies. Our new technology development process usually begins with internal business planning, client requirements analysis, and initial research and design.
Our R&D engineers possess extensive experience in operations research, AI, machine learning, and natural language processing, and their efforts have resulted in two patents currently under the application review process in Singapore related to various AI contact center technologies. Our new technology development process usually begins with internal business planning, client requirements analysis, and initial research and design.
They are adept at coding and have a deep understanding of Natural Language Processing (“NLP”) 1 and associated algorithms and technologies, including the training of large-scale models.
They are adept at coding and have a deep understanding of Natural Language Processing (“NLP”) 1 and associated algorithms and technologies, including the training of large-language models.
Youfei Shuke was responsible for requirements analysis, system design, development, testing, and ultimately delivering a system product that would meet the contractual requirements. 36 ● Fiscal year ended June 30, 2023 Supplier Purchase Amount (USD); Percentage Major Contract Terms Youfei Shuke $2,547,916; 100% AI Operation Service Agreement: Youfei Shuke provides AI operation service to us.
Youfei Shuke was responsible for requirements analysis, system design, development, testing, and ultimately delivering a system product that would meet the contractual requirements. 40 ● Fiscal year ended June 30, 2023 Supplier Purchase Amount (USD); Percentage Major Contract Terms Youfei Shuke $2,547,916; 100% AI Operation Service Agreement: Youfei Shuke provides AI operation service to us.
The following are descriptions of the four primary functions of AI Assist, accompanied by snapshots of the respective functions. ● Agent Assistant Agent Assistant provides real-time guidance and real-time alerts to contact center agents. It also has features, such as AI speech repetition and speech navigation, which can help agents better understand customer needs.
The following are descriptions of the four primary functions of AI Assist, accompanied by snapshots of the respective functions. ● Agent Assistant Agent Assistant provides real-time guidance and real-time alerts to contact center agents. It also has features, such as AI speech recognition and speech navigation, which can help agents better understand customer needs.
As of the date of this annual report, we have not been subject to any material disputes or claims for infringement upon third parties’ trademarks, licenses, and other intellectual property rights in Singapore. Seasonality Our business is not subject to obvious seasonal fluctuations.
As of the date of this annual report, we have not been subject to any material disputes or claims for infringement upon third parties’ trademarks, licenses, and other intellectual property rights. Seasonality Our business is not subject to obvious seasonal fluctuations.
We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceeding that, in the opinion of our management, is likely to have any material and adverse effect on our business, financial condition, cash flow, or results of operations. 42 C.
We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceeding that, in the opinion of our management, is likely to have any material and adverse effect on our business, financial condition, cash flow, or results of operations. 46 C.
Youfei Shuke Information System Development Agreements We entered into seven of such agreements with Yourfei Shuke from January 2024 to June 2024.
Youfei Shuke Information System Development Agreements We entered into seven of such agreements with Youfei Shuke from January 2024 to June 2024.
It also involves online training and tuning of the knowledge base after the cold start. AI+BPO Launched in July 2024, our AI+BPO service offering is an AI-powered online BPO service for customer contact, and aims to maximize the effective utilization of our AI Assist product.
It also involves online training and tuning of the knowledge base after the cold start. AI+BPO Launched in July 2024, our AI+BPO service offering is an AI-powered BPO service for customer contact, designed to maximize the effective utilization of our AI Assist product.
Risk Factors—Risks Related to Helport Doing Business in the PRC—Each of our customers and suppliers has entered into an Authorization for Payment Agreement with our Singapore operating entity and a third- party agent.
Risk Factors—Risks Related to Helport Doing Business in the PRC—Each of our customers and suppliers has entered into an Authorization for Payment Agreement with our Singapore and U.S. operating entity and a third- party agent.
We engage in collaborative development for AI training models and our products AI Assist and Helphub with Youfei Shuke, which also provides AI operation services to us. For the AI operation services, Youfei Shuke entered into an AI Operation Service Agreement with us. The AI operation services include AI environment setup, knowledge base setup, and product enhancement.
We engage in collaborative development for AI training models and our products with Youfei Shuke, which also provides AI operation services to us. 37 For the AI operation services, Youfei Shuke entered into an AI Operation Service Agreement with us. The AI operation services include AI environment setup, knowledge base setup, and product enhancement.
The following table shows notable information for the properties we lease as of the date of this annual report: Location Area (Square Feet) Current Use Term of Use Annual Rent 9 Temasek Boulevard #07-00 Suntec Tower Two Singapore (038989) 753 Office March 28, 2024 to March 27, 2025 SGD 68,670 23rd Floor Office A and Office B, IBM Plaza Building, Eastwood City Cyberpark, 188 E.
The following table shows notable information for the properties we lease as of the date of this annual report: Location Area (Square Feet) Current Use Term of Use Annual Rent 9 Temasek Boulevard #07-00 Suntec Tower Two Singapore (038989) 753 Office March 28, 2025 to April 15, 2026 SGD 68,670 23rd Floor Office A and Office B, IBM Plaza Building, Eastwood City Cyberpark, 188 E.
In fiscal year ended in June 30, 2024, for AI training service, Youfei Shuke entered into 13 AI training service agreements with us. We outsourced several development tasks to Youfei Shuke to train and develop small models applicable to different industries, improving the applicability and accuracy of AI technology.
In fiscal year ended June 30, 2025, for AI training service, Youfei Shuke entered into three AI training service agreements with us. We outsourced several development tasks to Youfei Shuke to train and develop small models applicable to different industries, improving the applicability and accuracy of AI technology.
Our AI software is designed to enhance the efficiency of enterprise-customer communications and the overall customer experience by bolstering agent performance. 23 Our products have self-learning capabilities, allowing them to continuously adjust and upgrade based on user behaviors. The system automatically verifies and annotates the AI-generated responses according to the customer representatives’ adoption rate.
Our AI software is designed to enhance the efficiency of enterprise-customer communications and the overall customer experience by bolstering agent performance. 29 Our products have self-learning capabilities, allowing them to continuously adjust and optimize based on user behaviors and new data. The system automatically verifies and annotates the AI-generated responses according to the customer representatives’ adoption rate.
Competitive Strengths We believe that the following competitive strengths are essential for our success and differentiate us from our competitors: Artificial Intelligence Technology We apply operations research theory and AI technology to create intelligent algorithms and tools underlying the functions of AI Assist, including Agent Assistant, Supervisor Assistant, QA Assistant, and Knowledge Base Assistant, serving customer contact professionals and team leaders.
Competitive Strengths We believe that the following competitive strengths are essential for our success and differentiate us from our competitors: Artificial Intelligence Technology We apply operations research theory and AI technology to create intelligent algorithms and tools underlying the functions of AI Assist, including Agent Assistant, Supervisor Assistant, QA Assistant, and Knowledge Base Assistant.
The “QA Assistant” feature ensures that the agents’ conversations with customers are legally compliant and conform to internal company standards, while also provides real-time alerts for non-compliant situations and suggests remedial scripts to the agents. The “Supervisor Assistant” function offers supervisors with real-time, quantitative visibility of all team members.
The “QA Assistant” feature ensures that the agents’ conversations with customers are legally compliant and conform to internal company standards, while also providing real-time alerts for non-compliant situations and suggestions for remedial corrections for the agents. The “Supervisor Assistant” function offers supervisors with real-time, quantitative visibility of all team members.
We believe that the abovementioned factors combined give us a competitive edge in this highly fragmented industry. Employees We had 52, 23, and 15 employees as of June 30, 2024, 2023, and 2022, respectively.
We believe that the abovementioned factors combined give us a competitive edge in this highly fragmented industry. 42 Employees We had 348, 52, and 23 employees as of June 30, 2025, 2024, and 2023, respectively.
Among our revenue sources, the revenue generated from AI services provided under AI Assist contributed 99.70% and 96.20% for the fiscal years ended June 30, 2023 and 2022, respectively; revenue generated from medical consulting service contributed 0.30% and 3.80%, respectively. The medical consulting business was discontinued after January 2023.
Among our revenue sources, the revenue generated from AI services provided under AI Assist contributed 99.70% for the fiscal years ended June 30, 2023 and the revenue generated from medical consulting service contributed 0.30%. The medical consulting business was discontinued after January 2023.
Upon the completion of the delegated collection of payment by Xinsheng, we will pay Xinsheng a service fee of 2% of the total payment amount. During the fiscal years ended June 30, 2024, 2023, and 2022, we had nine, five and four AI services customers, respectively.
Upon the completion of the delegated collection of payment by Xinsheng, we will pay Xinsheng a service fee of 2% of the total payment amount. During the fiscal years ended June 30, 2025, 2024, and 2023, we had 28, nine, and five customers, respectively.
The development was co-performed with Youfei Shuke. In the fiscal year ended June 30, 2024, another research and development effort focused on improving the fine-tuning capabilities of our large AI models, enabling them to adapt more rapidly to diverse application scenarios. Continuous feedback collection and iterative upgrades were integral parts of this development process.
In the fiscal year ended June 30, 2025, another research and development effort focused on improving the fine-tuning capabilities of our large AI models, enabling them to adapt more rapidly to diverse application scenarios. Continuous feedback collection and iterative upgrades were integral parts of this development process.
Because we do not have an operating entity or office in the PRC, and for ease and timely performance of rights and obligations, we have an Agreement of Authorization for Payment with Xinsheng Technology (Tianjin) Co., Ltd. (“Xinsheng”), who will make payments on behalf of us to Youfei Shuke. See “ ITEM 3. Key Information—D.
Because we do not have an operating entity or office in the PRC, and for ease and timely performance of rights and obligations, we have an Agreement of Authorization for Payment with Xinsheng, who will make payments on behalf of us to Youfei Shuke. See “ITEM 3. Key Information—D.
For the fiscal year ended June 30, 2024, we had revenue of $29.58 million, and net income of $7.37 million. Among our revenue sources, the revenue generated from AI services provided under AI Assist contributed 100% for the fiscal year ended June 30, 2024.
Among our revenue sources, the revenue generated from AI services provided under AI Assist contributed 99.4% for the fiscal year ended June 30, 2025. For the fiscal year ended June 30, 2024, we had revenue of $29.5 million, and net income of $7.37 million.
We believe that collaborating with BPO companies is instrumental in bridging the U.S. and Southeast Asian markets through our “AI + BPO” model, thereby maximizing synergy and enhancing our competitive differentiation.
We believe collaborating with BPO companies will be instrumental in bridging the U.S. and Southeast Asian markets through our “AI + BPO” model, thereby maximizing synergies and enhancing our competitive differentiation.
The following tables set forth the detailed number of our employees in the past three fiscal years, respectively: Function Number of Employees as of June 30, 2024 Number of Employees as of June 30, 2023 Number of Employees as of June 30, 2022 Operation 6 2 1 Management 4 1 1 Research and Development* 35 18 12 Sales and Marketing 7 2 1 Total 52 23 15 * This number includes our outsourced technology staff.
The following tables set forth the detailed number of our employees in the past three fiscal years, respectively: Function Number of Employees as of June 30, 2025 Number of Employees as of June 30, 2024 Number of Employees as of June 30, 2023 Operation 16 6 2 Management 6 4 1 Research and Development* 58 35 18 Sales and Marketing 16 7 2 Deployment/BPO Support 252 Total 348 52 23 * This number includes our outsourced technology staff.
The contract is valid for one year and will be automatically renewed for an additional year if either party fails to send a written notice of termination within 60 days before the expiration of the term, and the extension can be repeated indefinitely. The contract term was from the original term of March 6, 2022 to March 5, 2023.
The contract is valid for one year and will be automatically renewed for an additional year if either party fails to send a written notice of termination within 60 days before the expiration of the term, and the extension can be repeated indefinitely. The contract term was from the original term of January 1, 2025 to December 31, 2025.
We anticipate that this strategic move will allow us to extend our reach and deliver our AI solutions to a broader client base. Direct Online Promotion/Search Engine Optimization (SEO) We expect to initiate online promotional campaigns for our AI software and AI+BPO solutions by January 2025.
We anticipate that this strategic move will allow us to extend our reach and deliver our AI solutions to a broader client base. 32 Direct Online Promotion/Search Engine Optimization (SEO) We began online promotional campaigns for our AI software and AI+BPO solutions in calendar year 2025.
Continuous feedback collection and iterative upgrades were integral parts of this development process. The development was outsourced to Youfei Shuke for ongoing updates and continuous development of products and systems. We provide business scenario requirements, while Youfei Shuke provides models, related development personnel, and underlying AI capabilities. We own intellectual property rights of the development. Both parties have confidentiality obligations.
The development was outsourced to Youfei Shuke for ongoing updates and continuous development of products and systems. We provide business scenario requirements, while Youfei Shuke provides related development personnel, and underlying AI capabilities. We own intellectual property rights of the development. Both parties have confidentiality obligations.
Our financial condition and liquidity position may be subject to credit risks of the third-party agent .” Below are the lists of our supplier for the fiscal years ended June 30, 2024, 2023 and 2022. ● Fiscal year ended June 30, 2024 Supplier Purchase Amount (USD); Percentage Major Contract Terms Youfei Shuke $13,849,773; 100% AI Operation Service Agreement: Youfei Shuke provides AI operation service to us.
Our financial condition and liquidity position may be subject to credit risks of the third-party agent .” 38 Below are the lists of our supplier for the fiscal years ended June 30, 2025, 2024, and 2023. ● Fiscal year ended June 30, 2025 Supplier Purchase Amount (USD); Percentage Major Contract Terms Youfei Shuke $31.017,078.80; 99.9% AI Operation Service Agreement: Youfei Shuke provides AI operation service to us.
Specifically, we had five founders, 10 full-time employees, two consultants, 10 interns and 25 outsourced technology staff members as of June 30, 2024; five founders, one full-time employee, three consultants, and 14 outsourced technology staff as of June 30, 2023; and four founders, one consultant, 10 outsourced technology staff and no full-time employees as of June 30, 2022.
Specifically, we had two founders, 302 full-time employees, nine consultants, eight interns and 26 outsourced technology staff members as of June 30, 2025; five founders, 10 full-time employees, two consultants, 10 interns and 25 outsourced technology staff members as of June 30, 2024; and five founders, one full-time employee, three consultants, and 14 outsourced technology staff as of June 30, 2023.
By contrast, new AI companies may face challenges in effectively training their AI models due to limited industry exposure, a scarcity of scenario-specific expertise, and the absence of a comprehensive domain knowledge base.
Our AI models are designed to be versatile and applicable to a wide range of industry needs. By contrast, new AI companies may face challenges in effectively training their AI models due to limited industry exposure, a scarcity of scenario-specific expertise and data, and the absence of a comprehensive domain knowledge base.
Prior to the Business Combination, Helport AI owned no material assets and did not operate any business. Our principal executive office is located at 9 Temasek Boulevard #07-00, Suntec Tower Two, Singapore 038989. Our telephone number is +65 82336584.
Helpor AI, a British Virgin Islands business company, was incorporated on October 3, 2023. Prior to the Business Combination, Helport AI owned no material assets and did not operate any business. Our principal executive office is located at 9 Temasek Boulevard #07-00, Suntec Tower Two, Singapore 038989. Our telephone number is +65 82336584.
As newcomers to this market, we concentrate on vertical markets with substantial user bases, including insurance sales, real estate brokerage, family wealth management, and mortgage lending intermediation. In addition to providing AI software, we also provide AI+BPO services to these clients.
As newcomers to this market, we are concentrating on verticals with substantial user bases, including insurance sales, real estate brokerage, and mortgage lending intermediation. In addition to providing AI software, we also provide AI+BPO services to some of these clients.
If customers demand customized development or have other special requests, we will enter into separate fee arrangements with customers, based on the type and volume of services required by such customers.
If customers demand customized development or have other special requests, we will enter into separate fee arrangements with customers, based on the type and volume of services required by such customers. 36 AI+BPO In addition to AI Assist, we also provide AI+BPO service.
We started providing AI service when we launched our key Software as a Service (“SaaS”) product, AI Assist, in April 2022, which has become our business focus ever since. For the fiscal years ended June 30, 2024, 2023 and 2022, we did not generate any revenue from AI+BPO.
We started providing AI service when we launched our key Software as a Service (“SaaS”) product, AI Assist, in April 2022, which has become our business focus ever since. For the fiscal years ended June 30, 2025, the revenue generated from AI+BPO was $0.2 million.
For the fiscal year ended June 30, 2023, our top two customers, Pengbosheng and Baojiang, represented approximately 46.3% and 28.4% of our total revenue. For the year ended June 30, 2022, our top two customers, Pengbosheng and Baojiang, represented approximately 51.4% and 34% of our total revenue.
For the fiscal year ended June 30, 2024, our top two customers, Pengbosheng and Baojiang, represented approximately 37.5% and 26.9% of our total revenue, respectively. For the fiscal year ended June 30, 2023, our top two customers, Pengbosheng and Baojiang, represented approximately 46.3% and 28.4% of our total revenue , respectively.
BPO providers, on the other hand, can view, select, take on projects that fit their skill sets and specialties, and deliver AI-assisted and standardized customer service. Helphub aims to address the challenges faced by companies as they scale, such as longer training cycles, lack of agent proficiency, and talent shortages.
BPO providers, on the other hand, can view and take on projects that fit their expertise, while benefiting from AI-assisted management software. Helphub aims to address the challenges faced by companies as they scale, such as longer training cycles, lack of agent proficiency, and talent shortages.
It also has features such as flexible learning, training, testing, and certification, designed to shorten the training time of newly hired customer engagement agents and reduce enterprises’ costs of training and hiring customer engagement staff.
“Agent Assistant” is a feature that provides real-time speech guidance to customer engagement agents and professionals. It also has features such as flexible learning, training, testing, and certification, designed to shorten the training time of newly hired customer engagement agents and reduce enterprises’ costs of training and hiring customer engagement staff.
Our knowledge base operations team, equipped with an understanding of AI technology and relevant domain industry expertise, can tailor prompt strategies for our models to meet specific customer requirements, to satisfy the quality requirements of AI-generated outputs. Typically, the initial deployment of AI Assist spans from one week to one month, with one optimization session per week.
Our knowledge base operations team, equipped with an understanding of AI technology and relevant domain industry expertise, can tailor prompt strategies for our models to meet specific customer needs and satisfy the quality requirements of AI-generated outputs.
As of the date of this annual report, we have one employee employed by Helport Singapore based in the Philippines, two employees employed by Helport Singapore based in Singapore, one employee employed by Helport AI Limited and four employees employed by Helport AI, Inc primarily based in the U.S., as well as one employee employed by Helport AI Limited and one employee employed by Helport Limited primarily based in China.
As of the date of this annual report, we have 272 employees employed by Helport Singapore based in the Philippines, six employees employed by Helport Singapore based in Singapore, 15 employees employed by Helport Singapore based in the PRC, two employees employed by Helport AI Limited, and 27 employees employed by Helport AI, Inc primarily based in the U.S.
We are in the process of forging strategic partnerships with such BPO companies, aiming to both provide them with access to our software products and nurture them to become our sales affiliates.
We are endeavoring to forge strategic partnerships with such BPO companies, aiming to both provide them with access to our software products and encourage them to become our sales affiliates.
Helport Singapore was incorporated in Singapore in September 2020 and was acquired by Helport in December 2023 and became a wholly owned subsidiary of Helport in connection with a corporate reorganization. Helpor AI, a British Virgin Islands business company, was incorporated on October 3, 2023.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company Corporate History Helport was incorporated in the British Virgin Islands in June 2023. Helport Singapore was incorporated in Singapore in September 2020 and was acquired by Helport in December 2023 and became a wholly owned subsidiary of Helport in connection with a corporate reorganization.
We believe that we maintain a good working relationship with our employees, and we have not experienced material labor disputes in the past. None of our employees are represented by labor unions.
Helport Singapore is not required to pay CPF contributions in respect of its employees based in the Philippines. We believe that we maintain a good working relationship with our employees, and we have not experienced material labor disputes in the past. None of our employees are represented by labor unions.
For the fiscal year ended June 30, 2024, we had revenue of $29.58 million, and net income of $7.37 million. For the fiscal years ended June 30, 2023 and 2022, we had revenue of $12.73 million and $2.67 million, respectively, and generated net income of $4.81 million and $0.82 million, respectively.
For the fiscal year ended June 30, 2025, we had revenue of $34.86 million, and net income of $1.86 million. For the fiscal year ended June 30, 2024, we had revenue of $29.58 million, and net income of $7.37 million. For the fiscal year ended June 30, 2023, we had revenue of $12.73 million, and net income of $4.81 million.
This data is strictly confined to the exchange between the client’s IT system and its public cloud, and we are not involved in the process.
Certain data, such as voice stream data, requires transmission to the public cloud for voice recognition and text conversion. This data is strictly confined to the exchange between the client’s IT system and its public cloud, and we are not involved in the process.
Consequently, AI Assist deployed in clients’ contact centers can continually evolve and become more intelligent. 29 Knowledge Base Assistant Snapshot: Services and Operational Flow We provide tailored AI contact center service to our enterprise users through our core product AI Assist, which includes specific functions such as agent assistance, QA assistance, supervisor assistance, and knowledge base assistance.
KnowForge Snapshot 34 Services and Operational Flow We provide tailored AI contact center services to our enterprise users through our core product AI Assist, which includes specific functions such as agent assistance, QA assistance, supervisor assistance, and knowledge base assistance.
" Customers, Sales, and Marketing As we develop our professional reputation, we believe our growth has been attributed to enterprise clients and their authorized BPO partners recommending that other enterprises and BPO companies collaborate with us because of our comprehensive tailored AI contact center services.
Any interruption in operations in such major clients or suppliers may have an adverse effect on our business, financial condition, and results of operations.” 41 Customers, Sales, and Marketing As we develop our professional reputation, we believe our growth has been attributed to enterprise clients and their authorized BPO partners recommending that other enterprises and BPO companies collaborate with us because of our comprehensive tailored AI contact center services.
The Business Model As an AI technology company, we specialize in delivering intelligent products and services designed to enhance customer engagement, boost work efficiency, and optimize sales performance. Our core offerings comprise AI software and AI+BPO services.
The Business Model As an AI technology company, we specialize in delivering intelligent software and services designed to enhance customer engagement, boost work efficiency, and optimize sales performance. Our core offerings comprise AI software and AI+BPO services. During the fiscal year 2023, we also offered medical consulting services, which accounted for 3.80% of our annual revenue.
“Helphub” is a crowdsourcing digital platform for contact center operations, serving companies seeking and providing BPOs services. Helphub provides enterprise clients with the flexibility to post tasks on Helphub and monitor the execution process anytime and anywhere.
We have also made progress on “Helphub”, which is an AI integrated contact center BPO platform that serves both companies providing and seeking BPO services. Helphub is a crowdsourcing digital platform for contact center operations, providing enterprise clients with the flexibility to post tasks/jobs on Helphub and monitor the execution process anytime and anywhere.
This ensures a seamless transition for clients while providing an unchanged, intuitive experience. Additionally, AI Assist offers a suite of intelligent services aimed at expediting business processes, lowering operational thresholds, boosting revenue, quality, and reducing overall workload.
AI Assist is designed to enhance user experience by using an industry client portal adaptable to all operating environments. This ensures a seamless transition for clients while providing an unchanged, intuitive experience. Additionally, AI Assist offers a suite of intelligent services aimed at expediting business processes, boosting revenue, improving quality control, and reducing overall workload.
We provide business scenario requirements, while Youfei Shuke provides models, related development personnel, and underlying AI capabilities. We own intellectual property rights of the models developed. Both parties have confidentiality obligations.
We provide business scenario requirements, while Youfei Shuke provides models, related development personnel, and underlying AI capabilities. We own intellectual property rights of the models developed. Both parties have confidentiality obligations. If either party breaches the agreement, the breaching party is liable for compensation and any related expenses, and the non-breaching party can immediately terminate the contract.
We have developed SaaS products for customer interaction and have also created CTI gateways, AI gateways and CRM gateways through iterative refinement based on the customer service experience of Helport team members across various sectors. A gateway is essential for facilitating data exchange between different devices, networks, or systems that may use different protocols or languages.
These products include CTI gateways, AI gateways, and CRM gateways through iterative refinement based on real-world implementations across various sectors. A gateway is essential for facilitating data exchange between different devices, networks, or systems that may use different protocols or languages.
These BPO customer contact centers are Helport’s target customer base, especially BPO companies with a significant volume of outbound telesales operations, who would have the need to increase sales revenue, improve work efficiency, and reduce costs.
Partner with BPO contact centers around the world to expand in scale. BPO customer contact centers are another target customer base of ours, particularly BPO operators with a significant volume of outbound telesales operations, that have the need to increase sales revenue, improve work efficiency, and reduce costs.
Such properties are described herein in the section entitled “ITEM 4. Infromation of the Company — Business Overview” and are incorporated herein by reference. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
Information of the Company — Business Overview” and are incorporated herein by reference. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable. 47
Prioritize the American market as a strategic focus for rapid growth. The North American market, being the largest customer contact market globally, exhibits a high propensity among U.S. businesses to embrace SaaS solutions. Despite this, the saturation of AI-driven customer contact assistants is surprisingly low, which suggests a substantial opportunity for Helport AI.
The North American market is the largest customer contact market globally and exhibits a high propensity to embrace AI solutions. Despite this, the adoption rate of AI-driven customer contact assistants remains low, which suggests a substantial opportunity for Helport AI.
By doing so, we aim to enhance the customer experience while keeping the product deployment costs to a minimum. 1 NLP is a machine learning technology that gives computers the ability to interpret, manipulate, and comprehend human language. 24 Growth Strategies We intend to develop our business and strengthen brand loyalty by implementing the following strategies: In the Chinese market, we plan to capitalize on the strengths of our existing user base and market capabilities to solidify our position as a leader in AI customer engagement, with a particular focus on clients in the financial services sector.
Growth Strategies We intend to develop our business and strengthen brand loyalty by implementing the following strategies: In the Chinese market, we plan to capitalize on the strengths of our existing user base and market capabilities to solidify our position as a leader in AI customer engagement, with a particular focus on clients in the financial services sector.
Risk Factors — Risks Related to Helport’s Business — Our business may rely on a primary supplier or a few customers that account for more than 10% of our total purchases. Any interruption in operations in such major clients or suppliers may have an adverse effect on our business, financial condition, and results of operations.
Risk Factors—Risks Related to Our Business—Our business may rely on a primary supplier or a few customers that account for more than 10% of our total purchases.
Field data refers to various types of data generated in the daily operation of a call center, including, but not limited to, customer information, call records, and service types. The Supervisor Assistant function assists contact center supervisors in gaining real-time insights of each agent, enabling comprehensive management and instant guidance.
Field data refers to various types of data generated in the daily operation of a call center, including, but not limited to, customer information, call records, and service types.
As of the date of this annual report, Helport Singapore has paid all due CPF contributions in respect of its employee who is based in Singapore, as required under Singaporean laws and regulations. Helport Singapore is not required to pay CPF contributions in respect of its employee who is based in the Philippines.
As of the date of this annual report, Helport Singapore has paid all due CPF contributions in respect of its employees based in Singapore, except for the June 2025 contribution, which was paid on July 25, 2025, as required under Singaporean laws and regulations.
Our management evaluates the adequacy of our insurance coverage from time to time and may purchase additional insurance policies as needed. However, there is no assurance that our insurance coverage will be adequate to cover all losses that may occur.
Our management evaluates the adequacy of our insurance coverage from time to time and may purchase additional insurance policies as needed.
We selected Youfei Shuke as our supplier by a comprehensive evaluation of products, services, and settlement. We maintain a long-term partnership with our supplier and rarely change it. See “ ITEM 3. Key Information—D.
The major factors that we evaluate when selecting suppliers are their industry experience, fee quotes, easiness of communication, and payment terms. We selected Youfei Shuke as our supplier by a comprehensive evaluation of products, services, and settlement. We maintain a long-term partnership with our supplier and rarely change it. See “ITEM 3. Key Information—D.
In the fiscal year ended June 30, 2024, we developed and trained small models across various industry settings to enhance the applicability and accuracy of our AI technology. This involved collecting industry-specific data, performing preprocessing, and annotation tasks. We then tested and validated the small models through training, optimizing their performance and improving accuracy and efficiency.
This involved collecting industry-specific data, performing preprocessing, and annotation tasks. We then tested and validated the small models through training, optimizing their performance and improving accuracy and efficiency.
Research & Development (“R&D”) Our R&D plan is to add and improve functionalities of our existing products, AI Assist and Helphub. In the fiscal years ended June 30, 2022,2023, and 2024, we co-developed AI Assist and Helphub with Youfei Shuke.
R&D Our R&D plan is to add and improve functionalities of our existing products. In the fiscal years ended June 30, 2023, 2024, and 2025, we co-developed AI Assist and other products. We developed the following technologies that bring us competitive advantages in the industry: I.
On August 2, 2024, the parties consummated the Business Combination the (“Closing Date”). B. Business Overview Overview We are an AI technology company headquartered in Singapore, committed to assisting enterprises in accelerating sales growth through cutting-edge AI-powered customer engagement. Our proprietary offering, Helport AI Assist software (“AI Assist”), offers real-time intelligent guidance for customer engagement professionals in business settings.
On August 2, 2024, the parties consummated the Business Combination (the “Closing Date”). 27 B. Business Overview Overview We are an AI technology company dual-headquartered in Singapore and San Diego, California, U.S. We are committed to assisting enterprises in accelerating sales growth and improving customer satisfaction through cutting-edge AI-powered customer engagement.
We developed the following technologies that bring us competitive advantages in the industry: Real-time QA technology, which solves the technical problem of large-scale concurrent real-time QA for more than 1000 seats, and realized the commercialization of real-time QA for large contact centers for the first time; list matching enhancement technology, which optimizes the list distribution mechanism and improves the conversion rate by 5%-10%; and the technology knowhow that is not patented and kept secret from the public - the knowledge base and algorithmic model that improves agent performance.
Real-time QA technology, which solves the technical problem of large-scale concurrent real-time QA for more than 1000 seats, and realized the commercialization of real-time QA for large contact centers for the first time; II. List matching enhancement technology, which optimizes the list distribution mechanism and improves the conversion rate by 5%-10%; III.
User data, along with operational data from the contact center, is stored exclusively on the client’s servers and storage devices, and is accessible only by client’s staff. We do not access or store such sensitive data beyond the client’s private environments. Certain data, such as voice stream data, requires transmission to the public cloud for voice recognition and text conversion.
Data Privacy and Security Helport’s AI products are deployed within the client’s exclusive IT environment and cloud infrastructure. User data, along with operational data from the contact center, is stored exclusively on the client’s servers and storage devices, and is accessible only by client’s staff. We do not access or store sensitive data beyond the client’s private environments.
These limitations can act as significant barriers to entry for new market entrants and emerging AI firms, leading to increased costs associated with resource allocation, market exploration, and the protracted trial-and-error phase. Strong Business Model and Products Although we commenced operations in September 2020, we have achieved profitability.
These limitations can act as significant barriers to entry for new market entrants and emerging AI firms, leading to increased costs associated with resource allocation, market exploration, and the protracted trial-and-error phase. 1 NLP is a machine learning technology that gives computers the ability to interpret, manipulate, and comprehend human language. 30 Strong Business Model and Products We achieved profitability in the fiscal years ended June 30, 2025, 2024, and 2023.
This strategic alliance not only leverages the strengths of both parties but also paves the way for further innovative solutions that could improve operational efficiency and reduce costs. 25 Global Collaboration with Cloud Vendors We aim to collaborate with major cloud vendors to provide AI services to enterprises worldwide.
By means of such strategic alliances we hope to leverage the strengths of both parties while paving the way for further innovative solutions that may improve operational and cost efficiencies. Global Collaboration with Cloud Vendors We aim to collaborate with major cloud vendors to provide AI services to enterprises worldwide.
Our top five customers for the fiscal years ended June 30, 2024, 2023, and 2022 were all BPO companies. For the fiscal year ended June 30, 2024, our top two customers, Shenyang Pengbosheng Network Technology Co., Ltd. (“Pengbosheng”) and Beijing Baojiang Science and Technology Co., Ltd. (“Baojiang”) represented approximately 37.5% and 26.9% of our total revenue, respectively.
Our top five customers for the fiscal years ended June 30, 2025, 2024, and 2023 were all BPO companies. For the fiscal year ended June 30, 2025, our top three customers, Baojiang, Pengbosheng, and Blue Legend represented approximately 27.5%, 25.8%, and 16.2% of our total revenue, respectively.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

77 edited+32 added−41 removed35 unchanged
Biggest changeOur obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. 53 Cash Flows The following table sets forth a summary of our cash flows for the periods presented: For the years ended June 30, 2024 2023 2022 US$ US$ US$ Net cash provided by/(used in) operating activities 5,033,630 (454,121 ) (83,780 ) Net cash used in investing activity (7,410,933 ) - - Net cash provided by financing activities 4,770,128 590,502 81,923 Effects of exchange rate changes on cash 45,860 (2,380 ) - Net change in cash 2,438,685 134,001 (1,857 ) Cash at the beginning of the year 142,401 8,400 10,257 Cash at the end of the year 2,581,086 142,401 8,400 Operating activities For the year ended June 30, 2024, our net cash provided by operating activities was US$5.03 million, which was primarily attributable to net income of US$7.37 million, as adjusted for (1) non-cash item including amortization of intangible assets of US$2.35 million; (2) changes in working capital that positively affected the cash flow from operating activities, primarily including an increase of US$3.70 million in accrued expenses and other liabilities mainly due to the increased loan from a third party, an increase of US$1.60 million in income tax payable; partially offset by (3) changes in working capital that negatively affected the cash flow from operating activities, primarily including an increase of US$6.81 million in accounts receivable in line with the revenue growth, due to the increased monthly subscribed seats, a decrease of US$3.16 million in accounts payable, due to timely payment to our supplier.
Biggest changeCash Flows The following table sets forth a summary of our cash flows for the periods presented: For the fiscal years ended June 30, 2025 2024 2023 US$ US$ US$ Net cash provided by/(used in) operating activities 9,067,013 5,033,630 (454,121 ) Net cash used in investing activities (14,661,372 ) (7,410,933 ) - Net cash provided by financing activities 3,171,098 4,770,128 590,502 Effects of exchange rate changes on cash (5,774 ) 45,860 (2,380 ) Net change in cash (2,429,035 ) 2,438,685 134,001 Cash at the beginning of the year 2,581,086 142,401 8,400 Cash at the end of the year 152,051 2,581,086 142,401 Operating activities For the fiscal year ended June 30, 2025, our net cash provided by operating activities was US$9.07 million, which was primarily attributable to net income of US$1.86 million, as mainly adjusted for (1) non-cash items including (i) amortization of intangible assets of US$4.40 million, (ii) recognition of deferred income tax liabilities of US$0.55 million, (iii) share-based compensation of US$0.58 million, and (iv) the changes in fair value of warrant liabilities of US$0.24 million; (2) changes in working capital that positively affected the cash flow from operating activities, primarily including an increase of US$3.19 million in accounts payable for outsourced operation service costs due to the revenue growth in AI service; partially offset by (3) changes in working capital that negatively affected the cash flow from operating activities, primarily including an increase of US$2.15 million in accounts receivable, in line with the revenue growth, and a decrease of US$1.40 million in income tax payable. 59 For the fiscal year ended June 30, 2024, our net cash provided by operating activities was US$5.03 million, which was primarily attributable to net income of US$7.37 million, as adjusted for (1) non-cash item including amortization of intangible assets of US$2.35 million; (2) changes in working capital that positively affected the cash flow from operating activities, primarily including an increase of US$3.70 million in accrued expenses and other liabilities mainly due to the increased loan from a third party, an increase of US$1.60 million in income tax payable; partially offset by (3) changes in working capital that negatively affected the cash flow from operating activities, primarily including an increase of US$6.81 million in accounts receivable in line with the revenue growth, due to the increased monthly subscribed seats, a decrease of US$3.16 million in accounts payable, due to timely payment to our supplier.
The following table sets forth a breakdown of our revenues, each expressed in the absolute amount and as a percentage of our total revenues, for the periods indicated.
The following table sets forth a breakdown of our revenues, each expressed in the absolute amount and as a percentage of our total revenues, for the periods indicated.
The following table sets forth a breakdown of our cost of revenues by revenue streams, expressed as an absolute amount and as a percentage of the total cost of revenues, for the periods indicated.
The following table sets forth a breakdown of our cost of revenues by revenue streams, expressed as an absolute amount and as a percentage of the total cost of revenues, for the periods indicated.
For the year ended June 30, 2023, our net cash used in operating activities was US$0.45 million, which was primarily attributable to net income of US$4.82 million, as adjusted for (1) non-cash items including amortization of intangible assets of US$2.33 million, (2) changes in working capital that negatively affected the cash flow from operating activities, primarily including an increase of US$12.08 million in accounts receivable mainly due to the increased aging balance which was later collected in September, 2023; partially offset by (3) changes in working capital that positively affected the cash flow from operating activities, primarily including an increase of US$2.55 million in accounts payable for software development and outsourced operation service fees due to the fast revenue growth in AI service; an increase of US$0.95 million in accrued expenses and other payables mainly due to the increase of other tax payable and professional service fees as a result of business development; an increase of US$0.97 million in income tax payable; and US$0.01 million in amounts due to related parties.
For the fiscal year ended June 30, 2023, our net cash used in operating activities was US$0.45 million, which was primarily attributable to net income of US$4.82 million, as adjusted for (1) non-cash items including amortization of intangible assets of US$2.33 million, (2) changes in working capital that negatively affected the cash flow from operating activities, primarily including an increase of US$12.08 million in accounts receivable mainly due to the increased aging balance which was later collected in September, 2023; partially offset by (3) changes in working capital that positively affected the cash flow from operating activities, primarily including an increase of US$2.55 million in accounts payable for software development and outsourced operation service fees due to the fast revenue growth in AI service; an increase of US$0.95 million in accrued expenses and other payables mainly due to the increase of other tax payable and professional service fees as a result of business development; an increase of US$0.97 million in income tax payable; and US$0.01 million in amounts due to related parties.
For the years ended June 30, Variance FY2024 FY2023 Amount Percentage US$ % US$ % US$ % General and administrative expenses: Withholding tax 2,957,562 59.40 1,268,975 78.05 1,688,587 133.07 Professional service fees 1,388,585 27.89 241,887 14.88 1,146,698 474.06 Payroll and other office fees 633,235 12.71 115,025 7.07 518,210 450.52 Total general and administrative expenses 4,979,382 100.00 1,625,887 100.00 3,353,495 206.26 Our general and administrative expenses increased by 206.26% from US$1.63 million for the year ended June 30, 2023 to US$4.98 million for the year ended June 30, 2024, which was primarily attributable to: (i) an increase of US$1.69 million in withholding tax incurred from our AI service provided to customers in the PRC subject to a 10% withholding tax rate, our overseas revenue from AI service provided in the PRC and elsewhere significantly increased from $12.69 million for the year ended June 30, 2023 to $29.58 million for the year ended June 30, 2024, primarily driven by the increase in average monthly subscribed seats per customer, and the average monthly revenue earned for each overseas customer increased from $0.23 million to $0.41 million; (ii) an increase of US$1.15 million in professional service fees such as advisory fees, audit fees and legal fees for overseas listing; (iii) an increase of US$0.52 million in payroll and other office fees Research and development expenses The following table sets forth a breakdown of our research and development expenses by categories, expressed as an absolute amount and as a percentage of the total research and development expenses, for the periods indicated.
For the fiscal years ended June 30, Variance FY2024 FY2023 Amount Percentage US$ % US$ % US$ % General and administrative expenses: Withholding tax 2,957,562 59.40 1,268,975 78.05 1,688,587 133.07 Professional service fees 1,388,585 27.89 241,887 14.88 1,146,698 474.06 Payroll and other office fees 633,235 12.71 115,025 7.07 518,210 450.52 Total general and administrative expenses 4,979,382 100.00 1,625,887 100.00 3,353,495 206.26 Our general and administrative expenses increased by 206.26% from US$1.63 million for the fiscal year ended June 30, 2023 to US$4.98 million for the fiscal year ended June 30, 2024, which was primarily attributable to: (i) an increase of US$1.69 million in withholding tax incurred from our AI service provided to customers in the PRC subject to a 10% withholding tax rate, our overseas revenue from AI service provided in the PRC and elsewhere significantly increased from $12.69 million for the fiscal year ended June 30, 2023 to $29.58 million for the fiscal year ended June 30, 2024, primarily driven by the increase in average monthly subscribed seats per customer, and the average monthly revenue earned for each overseas customer increased from $0.23 million to $0.41 million; (ii) an increase of US$1.15 million in professional service fees such as advisory fees, audit fees and legal fees for overseas listing; (iii) an increase of US$0.52 million in payroll and other office fees. 57 Research and development expenses The following table sets forth a breakdown of our research and development expenses by categories, expressed as an absolute amount and as a percentage of the total research and development expenses, for the periods indicated.
For the years ended June 30, Variance FY2024 FY2023 Amount Percentage US$ % US$ % US$ % Revenues: AI service 29,575,625 100.00 12,689,750 99.70 16,885,875 133.07 Medical consulting service - - 38,563 0.30 (38,563 ) (100.00 ) Total revenues 29,575,625 100.00 12,728,313 100.00 16,847,312 132.36 Revenues from AI service increased by approximately US$16.89 million, or 133.07%, from US$12.69 million for the year ended June 30, 2023 to US$29.58 million for the year ended June 30, 2024.
For the fiscal years ended June 30, Variance FY2024 FY2023 Amount Percentage US$ % US$ % US$ % Revenues: AI service 29,575,625 100.00 12,689,750 99.70 16,885,875 133.07 Medical consulting service - - 38,563 0.30 (38,563 ) (100.00 ) Total revenues 29,575,625 100.00 12,728,313 100.00 16,847,312 132.36 Revenues from AI service increased by approximately US$16.89 million, or 133.07%, from US$12.69 million for the fiscal year ended June 30, 2023 to US$29.58 million for the fiscal year ended June 30, 2024.
Financial expenses, net Our financial expenses, net increased from US$7,936 for the year ended June 30, 2023 and US$226,713 in financial expenses, net for the year ended June 30, 2024, which was primarily attributable to the increase in interest expenses accrued for convertible promissory notes and loan from a third party of US$0.16 million and the increase in foreign exchange loss of $0.05 million.
Financial expenses, net Our financial expenses, net increased from US$7,936 for the fiscal year ended June 30, 2023 and US$226,713 in financial expenses, net for the fiscal year ended June 30, 2024, which was primarily attributable to the increase in interest expenses accrued for convertible promissory notes and loan from a third party of US$0.16 million and the increase in foreign exchange loss of $0.05 million.
After all attempts to collect a receivable have failed, the receivable is written off against the allowance. 58 Estimated useful lives of intangible assets and impairment of long-lived assets Intangible assets with finite useful lives are carried at cost less accumulated amortization and any recorded impairment.
After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Estimated useful lives of intangible assets and impairment of long-lived assets Intangible assets with finite useful lives are carried at cost less accumulated amortization and any recorded impairment.
For the years ended June 30, Variance FY2024 FY2023 Amount Percentage US$ % US$ % US$ % Selling expenses: Payroll expense 90,394 92.25 50,830 100.00 39,564 77.84 Marketing expense 7,590 7.75 - - 7,590 N/A Total selling expenses 97,984 100.00 50,830 100.00 47,154 92.77 * N/A represents non-applicable 48 Our selling expenses increased by 92.77% from US$50,830 for the year ended June 30, 2023 to US$97,984 for the year ended June 30, 2024, which was mainly due to the increase of payroll expenses since our marketing director for overseas business development was employed since January, 2023.
For the fiscal years ended June 30, Variance FY2024 FY2023 Amount Percentage US$ % US$ % US$ % Selling expenses: Payroll expense 90,394 92.25 50,830 100.00 39,564 77.84 Marketing expense 7,590 7.75 - - 7,590 N/A Total selling expenses 97,984 100.00 50,830 100.00 47,154 92.77 * N/A represents non-applicable Our selling expenses increased by 92.77% from US$50,830 for the fiscal year ended June 30, 2023 to US$97,984 for the fiscal year ended June 30, 2024, which was mainly due to the increase of payroll expenses since our marketing director for overseas business development was employed since January, 2023.
Net income As a result of the foregoing, our net income increased by US$2.55 million, or 53.05%, from US$4.81 million for the year ended June 30, 2023 to US$7.37 million for the year ended June 30, 2024.
Net income As a result of the foregoing, our net income increased by US$2.55 million, or 53.05%, from US$4.81 million for the fiscal year ended June 30, 2023 to US$7.37 million for the fiscal year ended June 30, 2024.
Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues do not increase with such increased costs. 59 Credit risk Credit risk is controlled by the application of credit approvals, limits, and monitoring procedures.
Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues do not increase with such increased costs. 64 Credit risk Credit risk is controlled by the application of credit approvals, limits, and monitoring procedures.
For the years ended June 30, Variance FY2024 FY2023 Amount Percentage US$ % US$ % US$ % Cost of revenues: AI service 10,998,011 100.00 4,881,250 99.97 6,116,761 125.31 Medical consulting service - - 1,542 0.03 (1,542 ) (100.00 ) Total cost of revenues 10,998,011 100.00 4,882,792 100.00 6,115,219 125.24 47 Cost of revenues related to AI service increased by approximately US$6.12 million, or 125.31%, from US$4.88 million for the year ended June 30, 2023 to US$11.00 million for the year ended June 30, 2024.
For the fiscal years ended June 30, Variance FY2024 FY2023 Amount Percentage US$ % US$ % US$ % Cost of revenues: AI service 10,998,011 100.00 4,881,250 99.97 6,116,761 125.31 Medical consulting service - - 1,542 0.03 (1,542 ) (100.00 ) Total cost of revenues 10,998,011 100.00 4,882,792 100.00 6,115,219 125.24 Cost of revenues related to AI service increased by approximately US$6.12 million, or 125.31%, from US$4.88 million for the fiscal year ended June 30, 2023 to US$11.00 million for the fiscal year ended June 30, 2024.
Marketing expense incurred during the year ended June 30, 2024 was due to payment to third-party providers for public relation promotion on internet platforms for our brand and services.
Marketing expense incurred during the fiscal year ended June 30, 2024 was due to payment to third-party providers for public relation promotion on internet platforms for our brand and services.
Income tax expense As a result of our operating income position for the years ended June 30, 2024 and 2023, we incurred income tax expense of US$1.60 million and US$0.97 million for the years ended June 30, 2024 and 2023, respectively.
Income tax expense As a result of our operating income position for the fiscal years ended June 30, 2024 and 2023, we incurred income tax expense of US$1.60 million and US$0.97 million for the fiscal years ended June 30, 2024 and 2023, respectively.
Estimated useful lives by intangible asset classes are as follows: Category Estimated useful lives Software 3 years We estimated the useful lives of software to be 3 years in consideration of comparative industry data and technology iteration factor.
Estimated useful lives by intangible asset classes are as follows: Category Estimated useful lives Software 3 years 63 We estimated the useful lives of software to be 3 years in consideration of comparative industry data and technology iteration factor.
Cost of revenues related to medical consulting service were nil and US$1,542 for the year ended June 30, 2024 and 2023. Gross profit and margin The following table sets forth a breakdown of our gross loss, margin by revenue streams, expressed as an absolute amount and as a percentage of the total gross loss for the periods indicated.
Cost of revenues related to medical consulting service were nil and US$1,542 for the fiscal year ended June 30, 2024 and 2023. Gross profit and margin The following table sets forth a breakdown of our gross profit, margin by revenue streams, expressed as an absolute amount and as a percentage of the total gross profit for the periods indicated.
The growth rate of cost of revenue is proportionally lower than that of revenue, primarily because we a had relatively high percentage of fixed costs in our cost structure for the year ended June 30, 2024, which would present increased marginal revenue as revenue growth is mainly driven by the number of subscription accounts.
The growth rate of cost of revenue is proportionally lower than that of revenue, primarily because we had relatively high percentage of fixed costs in our cost structure for the fiscal year ended June 30, 2024, which would present increased marginal revenue as revenue growth is mainly driven by the number of subscription accounts.
We also apply current situation adjustment to provide specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected. Expected credit losses are indicated in general and administrative expenses in the combined statements of operations and comprehensive loss.
We also apply current situation adjustment to provide specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected. Expected credit losses are indicated in general and administrative expenses in the consolidated statements of operations and comprehensive loss.
The critical accounting policies, judgments and estimates that we believe to have the most significant impacts on our combined financial statements are described below, which should be read in conjunction with our combined financial statements and accompanying notes and other disclosures included in this annual report.
The critical accounting policies, judgments and estimates that we believe to have the most significant impacts on our consolidated financial statements are described below, which should be read in conjunction with our consolidated financial statements and accompanying notes and other disclosures included in this annual report.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS We conduct business through Helport and its subsidiaries. You should read the following discussion and analysis of the financial condition and results of operations of Helport in conjunction with its combined financial statements and the related notes included elsewhere in this annual report.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS We conduct business through Helport and its subsidiaries. You should read the following discussion and analysis of the financial condition and results of operations of Helport in conjunction with its consolidated financial statements and the related notes included elsewhere in this annual report.
For the years ended June 30, Variance FY2024 FY2023 Amount Percentage US$ % US$ % US$ % Research and development expenses AI training service fee 3,383,400 78.62 - - 3,383,400 N/A Product development fee 828,000 19.24 - - 828,000 N/A Technology service consulting fee 92,090 2.14 375,410 100.00 (283,320 ) (75.47 ) Total research and development expenses 4,303,490 100.00 375,410 100.00 3,928,080 1,046.34 * N/A represents non-applicable 49 Our research and development expenses increased by US$3.93 million from US$0.38 million for the year ended June 30, 2023 to US$4.30 million for the year ended June 30, 2024.
For the fiscal years ended June 30, Variance FY2024 FY2023 Amount Percentage US$ % US$ % US$ % Research and development expenses AI training service fees 3,383,400 78.62 - - 3,383,400 N/A Product development fee s 828,000 19.24 - - 828,000 N/A Technology service consulting fees 92,090 2.14 375,410 100.00 (283,320 ) (75.47 ) Total research and development expenses 4,303,490 100.00 375,410 100.00 3,928,080 1,046.34 * N/A represents non-applicable Our research and development expenses increased by US$3.93 million from US$0.38 million for the fiscal year ended June 30, 2023 to US$4.30 million for the fiscal year ended June 30, 2024.
This information should be read together with our combined financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.
This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.
We consider our critical accounting estimates mainly include (1) credit losses and (2) estimated useful lives of intangible assets and impairment of long-lived assets. Credit losses Our accounts receivable, amounts due from related parties and other receivables which included prepaid expenses and other current assets line item in the balance sheet are within the scope of ASC Topic 326.
We consider our critical accounting estimates mainly include (1) credit losses and (2) estimated useful lives of intangible assets and impairment of long-lived assets. Credit losses Our accounts receivable, amounts due from a related party and other receivables which included prepaid expenses and other current assets line item in the balance sheet are within the scope of ASC Topic 326.
The significant increase was attributable to the addition of US$3.38 million AI training service fee and US$0.83 million product development fee incurred during the year ended June 30, 2024 in order to enhance our core competence to differentiate and diversify in products and services offerings with competitive technology, especially related to the development of AI technology application scenarios.
The significant increase was attributable to the addition of US$3.38 million AI training service fees and US$0.83 million product development fees incurred during the fiscal year ended June 30, 2024 in order to enhance our core competence to differentiate and diversify in products and services offerings with competitive technology, especially related to the development of AI technology application scenarios.
We have not been exposed to material risks due to changes in market interest rates, and not used any derivative financial instruments to manage the interest risk exposure during the years ended June 30, 2024, 2023, and 2022. Inflation risk Inflationary factors, such as increases in personnel and overhead costs, could impair our operating results.
We have not been exposed to material risks due to changes in market interest rates, and not used any derivative financial instruments to manage the interest risk exposure during the fiscal years ended June 30, 2025, 2024, and 2023. Inflation risk Inflationary factors, such as increases in personnel and overhead costs, could impair our operating results.
We believe we have been able to distinguish ourselves in the AI integrated contact center business via our self-developed AI technologies, such as real-time communication assistance, real-time sales guidance, real-time quality assurance, knowledge base construction, knowledge base script generalization, real-time voice interaction, language simulation, and more.
We believe we have been able to distinguish ourselves in the AI integrated contact center business via our proprietary AI technologies, such as real-time communication assistance, real-time sales guidance, real-time quality assurance, knowledge base construction, knowledge base script generalization, real-time voice interaction, language simulation, and more.
On April 26, 2024, Helport AI, Tristar and Helport also entered into amended Lock-up Agreements with Helport Shareholders, which stipulated that if each Helport Shareholder provided a credit facility pursuant to each respective Line of Credit Agreement, any Lock-up Securities held by the applicable Helport Shareholder shall be subject to early release thereunder on the date that would be 12 months following the closing date of the Business Combination.
On April 26, 2024, we also entered into amended Lock-up Agreements with Helport Shareholders, which stipulated that if each Helport Shareholder provided a credit facility pursuant to each respective Line of Credit Agreement, any Lock-up Securities held by the applicable Helport Shareholder shall be subject to early release thereunder on the date that would be 12 months following the closing date of the Business Combination.
We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our combined financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ 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.
This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. The actual results of Helport and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “ITEM 3. Key Information—D.
This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. The actual results of Helport and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “ITEM 3. Key Information—D. Risk Factors” and elsewhere in this annual report .
Financial expenses, net Our financial expenses, net primarily consist of interest expenses, bank service charges and foreign exchange gain or loss. Results of Operations The following tables set forth a summary of our combined results of operations for the years ended June 30, 2024, 2023, and 2022, in absolute amount and as a percentage of our revenues.
Financial expenses, net Our financial expenses, net primarily consist of interest expenses, net, bank service charges, and foreign exchange gain or loss. Results of Operations The following tables set forth a summary of our consolidated results of operations for the fiscal years ended June 30, 2025, 2024, and 2023, in absolute amount and as a percentage of our revenues.
When reviewing our financial statements, you should consider: ● our selection of critical accounting policies; ● the judgments and other uncertainties affecting the application of such policies; ● the sensitivity of reported results to changes in conditions and assumptions.
When reviewing our financial statements, you should consider: ● our selection of critical accounting policies; ● the judgments and other uncertainties affecting the application of such policies; ● the sensitivity of reported results to changes in conditions and assumptions. 62 When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.
The applicable tax rate is 17% in Singapore, with 75% of the first $7,379 (SGD 10,000) taxable income and 50% of the next $140,201 (SGD 190,000) taxable income are exempted from income tax. United States Helport U.S. is incorporated in the United States is subject to state income tax and federal income tax depending upon taxable income levels.
The applicable tax rate is 17% in Singapore, with 75% of the first $7,862 (SGD 10,000) taxable income and 50% of the next $149,383 (SGD 190,000) taxable income are exempted from income tax. United States Helport U.S. is incorporated in the United States is subject to state income tax and federal income tax depending upon taxable income levels.
We expect our selling expenses will also continue to increase in absolute amount as we diversify, optimize and leverage our marketing channels to expand user community and explore more potential customers. General and administrative expenses Our general and administrative expenses mainly consist of withholding tax, professional service fees, payroll expense and other office miscellaneous fees.
We expect our selling expenses will also continue to increase in absolute amount as we diversify, optimize and leverage our marketing channels to expand user community and explore more potential customers. 49 General and administrative expenses Our general and administrative expenses mainly consist of withholding tax, professional service fees, share-based compensation expense related to general and administrative functions, payroll expense, insurance expense, rental expense, and other office miscellaneous fees.
We also seek to optimize the cost structure of our company to control the relative level of general and administrative expenses as percentage of our revenues. Research and development expenses Our research and development (“R&D”) expenses primarily consist of AI training service fee, product development fee, and technology service fees paid to external consultant.
We also seek to optimize the cost structure of our company to control the relative level of general and administrative expenses as percentage of our revenues. Research and development expenses Our R&D expenses primarily consist of product development fees, AI training service fees, payroll expense, and technology service fees paid to external consultant.
When necessary, we will turn to other financial institutions and related parties to obtain short-term funding to cover any liquidity shortage. Foreign exchange risk Our functional currency and reporting currency is both USD.
When necessary, we will turn to other financial institutions and related parties to obtain short-term funding to cover any liquidity shortage. Foreign exchange risk Our reporting currency is the United States dollar.
Our capital expenditures were US$0.41 million for the addition of intangible assets during the year ended June 30, 2024. We did not incur any capital expenditures for the years ended June 30, 2023 and 2022, since we have been given a credit period for the purchase of intangible assets.
Other than the aforementioned cash flow, our capital expenditures were US$0.41 million for the addition of intangible assets during the fiscal year ended June 30, 2024. For the fiscal year ended June 30, 2023, we did not incur any capital expenditures since we have been given a credit period for the purchase of intangible assets.
For the years ended June 30, 2023 and 2022, we did not have cash flow in investing activities. 54 Financing activities For the year ended June 30, 2024, our net cash provided by financing activities was US$4.77 million, which was primarily attributable to proceeds from convertible promissory notes of US$4.89 million and a loan from a third party of US$0.98 million; offset by payment for listing costs of US$0.82 million and repayment of a loan from a third party of US$0.63 million.
For the fiscal year ended June 30, 2024, our net cash provided by financing activities was US$4.77 million, which was primarily attributable to proceeds from convertible promissory notes of US$4.89 million and a loan from a third party of US$0.98 million; offset by payment for listing costs of US$0.82 million and repayment of a loan from a third party of US$0.63 million.
Specific Factors Affecting Our Results of Operations In addition to the general factors aforementioned, our business and results of operations are also affected by specific factors, including the following major factors: Our ability to retain existing customers and consolidate our leader position in the AI contact center industry The direct customers of Helport are BPO firms such as Shenyang Pengbosheng Network Technology Co., Ltd.
Specific Factors Affecting Our Results of Operations In addition to the general factors aforementioned, our business and results of operations are also affected by specific factors, including the following major factors: Our ability to retain existing customers and consolidate our leader position in the AI contact center industry The direct customers of Helport are BPO firms such as Pengbosheng and Baojiang, not banks or insurance companies.
The significant increase was primarily attributable to the average monthly subscribed seats increased from 2,192 for the year ended June 30, 2023 to 5,475 for the year ended June 30, 2024, which was driven by (i) our efforts in continuous optimization and development in our service offerings and platform, (ii) our capabilities to increase overall cost performance for customers in their business management process, and (iii) the growing demands in professional technology services market.
The significant increase was primarily attributable to the average monthly subscribed seats increased from 2,192 for the fiscal year ended June 30, 2023 to 5,475 for the fiscal year ended June 30, 2024, which was driven by (i) our efforts in continuous optimization and development in our service offerings and platform, (ii) our capabilities to increase overall cost performance for customers in their business management process, and (iii) the growing demands in professional technology services market. 55 Cost of revenues Our cost of revenues increased by approximately US$6.12 million, or 125.24%, from US$4.88 million for the fiscal year ended June 30, 2023 to US$11.00 million for the fiscal year ended June 30, 2024.
Among our revenue sources, the revenue generated from AI services provided under AI Assist contributed 100.00%, 99.70%, and 96.20% for the fiscal years ended June 30, 2024, 2023, and 2022, respectively; revenue generated from the medical consulting service contributed nil, 0.30%, and 3.80%, respectively.
Among our revenue sources, the revenue generated from AI services provided under AI Assist contributed 99.39%, 100.00%, and 99.70% for the fiscal years ended June 30, 2025, 2024, and 2023, respectively; the revenue generated from the medical consulting service contributed nil, nil, and 0.30%, respectively, for such fiscal years; and the revenue generated from AI+BPO service contributed 0.61%, nil, and nil, respectively , for such fiscal years.
Key Components of Results of Operations Revenues We generate revenues from (i) AI service and (ii) medical consulting service. For the years ended June 30, 2024, 2023, and 2022, our revenues were US$29,575,625, US$12,728,313, and US$2,667,914, respectively.
Key Components of Results of Operations Revenues We generate revenues from (i) AI service; (ii) AI+BPO service; and (iii) medical consulting service. For the fiscal years ended June 30, 2025, 2024, and 2023, our revenues were US$34,856,807, US$29,575,625, and US$12,728,313, respectively.
For the years ended June 30, 2024, 2023, and 2022, our research and development expenses were US$4,303,490, US$375,410 and nil, respectively.
For the fiscal years ended June 30, 2025, 2024, and 2023, our research and development expenses were US$6,316,962, US$4,303,490, and US$375,410, respectively.
Since the commencement of AI service in April, 2022, we are dedicated to offering enterprise customers services including system functional modules, efficiency management service, custom development service and operation outsourcing services in the form of our integrated AI service tools —— AI Assist.
Since the commencement of AI service in April 2022, we have been dedicated to offering enterprise customers services including system functional modules, efficiency management service, custom development service and operation outsourcing services in the form of our integrated AI service tools, AI Assist. We further expanded our service portfolio in January 2025 with the launch of our AI+BPO service.
As part of our asset and liability risk management, we review and take appropriate steps to manage our interest rate exposures on our interest-bearing assets and liabilities.
Quantitative and Qualitative Disclosure about Market Risks Interest rate risk We are exposed to interest rate risk on our interest-bearing assets and liabilities. As part of our asset and liability risk management, we review and take appropriate steps to manage our interest rate exposures on our interest-bearing assets and liabilities.
For the fiscal years ended June 30, 2024, 2023 and 2022, we had revenue of $29.58 million, $12.73 million, and $2.67 million, respectively, and net income of $7.37 million, $4.81 million, and $0.82 million, respectively.
For the fiscal years ended June 30, 2025, 2024, and 2023, we had revenue of US$34.86 million, US$29.58 million, and US$12.73 million, respectively, and net income of US$1.86 million, US$7.37 million, and US$4.81 million, respectively.
For the years ended June 30, 2024 2023 US$ Margin % US$ Margin % Gross profit and margin: AI service 18,577,614 62.81 100.00 7,808,500 61.53 99.53 Medical consulting service - - - 37,021 96.00 0.47 Total 18,577,614 62.81 100.00 7,845,521 61.64 100.00 As a result of the foregoing, we recorded a gross profit of US$18.58 million and US$7.85 million for the years ended June 30, 2024 and 2023, respectively, representing gross profit margin of 62.81% and 61.64% for each corresponding periods, which indicates that as our sales increased, we were also able to optimize cost structure and achieve economic scale effect in the improvement of our gross profit margin performance.
For the fiscal years ended June 30, 2024 2023 US$ Margin % US$ Margin % Gross profit and margin: AI service 18,577,614 62.81 100.00 7,808,500 61.53 99.53 Medical consulting service - - - 37,021 96.00 0.47 Total 18,577,614 62.81 100.00 7,845,521 61.64 100.00 As a result of the foregoing, we recorded a gross profit of US$18.58 million and US$7.85 million for the fiscal years ended June 30, 2024 and 2023, respectively, representing gross profit margin of 62.81% and 61.64% for each corresponding periods, which indicates that as our sales increased, we were also able to optimize cost structure and achieve economic scale effect in the improvement of our gross profit margin performance. 56 Operating expenses Our operating expenses increased from US$2.05 million for the fiscal year ended June 30, 2023 to US$9.38 million for the fiscal year ended June 30, 2024, representing a period-on-period increase of 331.81%, primarily due to the following: Selling expenses The following table sets forth a breakdown of our selling expenses by categories, expressed as an absolute amount and as a percentage of the total selling expenses, for the periods indicated.
Gross profit and margin The following table sets forth a breakdown of our gross loss, margin by revenue streams, expressed as an absolute amount and as a percentage of the total gross loss for the periods indicated.
Selling expenses The following table sets forth a breakdown of our selling expenses by categories, expressed as an absolute amount and as a percentage of the total selling expenses, for the periods indicated.
For the year ended June 30, 2023, our net cash provided by activities was US$0.59 million, which was primarily attributable to loans from related parties of US$0.57 million and a loan from a third party of US$0.07 million; offset by repayment of loans from related parties of US$0.05 million.
For the fiscal year ended June 30, 2023, our net cash provided by activities was US$0.59 million, which was primarily attributable to loans from related parties of US$0.57 million and a loan from a third party of US$0.07 million; offset by repayment of loans from related parties of US$0.05 million. 60 Contingencies From time to time, we may become involved in litigation relating to claims arising in the ordinary course of the business.
(“Pengbosheng”), and Beijing Baojiang Science and Technology Co., Ltd. (“Baojiang”), not banks or insurance companies. banking, insurance, and Internet are the main industries in which AI Assist operate. Presently, through our BPO customers, our products are deployed with enterprises across those diverse industries, such as banking and insurance.
Banking, insurance, and Internet are the main industries in which AI Assist operate. Presently, through our BPO customers, our products are deployed with enterprises across those diverse industries, such as banking and insurance.
Under the collaborative framework, Youfei Shuke provides operational support and maintenance in accordance with our business requirements to ensure the reliability and stability of software developed.
We implement strict quality control in our R&D investment activities, and in our strategic collaboration with Youfei Shuke. Under the collaborative framework, Youfei Shuke provides operational support and maintenance in accordance with our business requirements to ensure the reliability and stability of software developed.
We believe technological advances are shaping higher customer expectations for intelligent integrated solutions and solution response speed. Our ability to continuously improve and optimize user experience will be an important contributor to our future revenue growth.
Our ability to differentiate in products and services offerings with competitive technology Competition in the AI technology service industry is intense and rapidly evolving. We believe technological advances are shaping higher customer expectations for intelligent integrated solutions and solution response speed. Our ability to continuously improve and optimize user experience will be an important contributor to our future revenue growth.
The principal indebtedness under the Line of Credit Agreements will mature on the third anniversary of the date the Line of Credit Agreements were entered into, at an interest rate of 0% per annum. To date, an aggregate of $84,991 was drawn from such lines of credit.
The principal indebtedness under the Line of Credit Agreements will mature on the third anniversary of the date the Line of Credit Agreements were entered into, at an interest rate of 0% per annum. As of the date of this annual report, no amount is outstanding from such lines of credit.
Investing activity For the year ended June 30, 2024, our net cash provided by investing activities was US$7.41 million, which was attributable to the settlement of purchase of intangible assets.
For the fiscal year ended June 30, 2024, our net cash used in investing activities was US$7.41 million, which was attributable to the settlement of the purchase of intangible assets. For the fiscal years ended June 30, 2023, we did not have cash flow in investing activities.
Contractual Obligations The following table sets forth our contractual obligations as of June 30, 2024: Payment due to schedule Less than one year Total US$ US$ Short-term office rental fees 169,902 169,902 Other than those shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of June 30, 2024. 55 Off-Balance Sheet Arrangements We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties.
Contractual Obligations The following table sets forth our contractual obligations as of June 30, 2025: Payment due to schedule Less than one year One to three years Above three years Total US$ US$ US$ US$ Short-term office rental fees 51,503 - - 51,503 Long-term office rental fees 45,431 126,766 155,830 328,027 Lease liabilities 183,992 390,859 319,955 894,806 Other than those shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of June 30, 2025. 61 Off-Balance Sheet Arrangements We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties.
Cost of revenues Our cost of revenues increased by approximately US$6.12 million, or 125.24%, from US$4.88 million for the year ended June 30, 2023 to US$11.00 million for the year ended June 30, 2024.
Cost of revenues Our cost of revenues increased by approximately US$4.73 million, or 43.05%, from US$11.00 million for the fiscal year ended June 30, 2024 to US$15.73 million for the fiscal year ended June 30, 2025.
On March 15, 2024, we entered into Line of Credit Agreements with two existing shareholders of Helport, Hades Capital Limited and Stony Holdings Limited (collectively, the “Helport Shareholders”), which provided us with unsecured lines of credit in the principal maximum amount of $4,000,000 and $2,000,000, respectively.
Our days sales outstanding (“DSO”) was 234 days, 221 days and 244 days, for the fiscal years ended June 30, 2025, 2024, and 2023, respectively, which remained stable in the past three years. 58 On March 15, 2024, we entered into Line of Credit Agreements with two existing shareholders of Helport, Hades Capital Limited and Stony Holdings Limited (collectively, the “Helport Shareholders”), which provided us with unsecured lines of credit in the principal maximum amount of $4,000,000 and $2,000,000, respectively.
We also provide medical consulting service to customers occasionally, which contributes a trivial percentage in our total revenue. 45 Cost of revenues Our cost of revenues primarily consists of (i) amortization of software; (ii) outsourced operation costs; and (iii) server costs.
We provided medical consulting service to customers occasionally during fiscal year 2023, which contributed a small percentage of our total revenue and was discontinued in January 2023 . Cost of revenues Our cost of revenues primarily consists of (i) amortization of software; (ii) outsourced operation costs; (iii) server costs; and (iv) payroll costs.
Comparison of Years Ended June 30, 2023 and 2022 Revenues Our revenues increased by approximately US$10.06 million, or 377.09%, from US$2.67 million for the year ended June 30, 2022 to US$12.73 million for the year ended June 30, 2023.
Comparison of Fiscal Years Ended June 30, 2024 and 2023 Revenues Our revenues increased by approximately US$16.85 million, or 132.36%, from US$12.73 million for the fiscal year ended June 30, 2023 to US$29.58 million for the fiscal year ended June 30, 2024.
For the years ended June 30, 2024, 2023, and 2022, our cost of revenues were US$10,998,011, US$4,882,792 and US$1,246,701, respectively. Selling expenses Our selling expenses mainly consist of payroll expense, marketing and promotion expense and etc. For the years ended June 30, 2024, 2023, and 2022, our selling expenses were US$97,984, US$50,830 and US$99,817, respectively.
For the fiscal years ended June 30, 2025, 2024, and 2023, our cost of revenues were US$15,732,419, US$10,998,011, and US$4,882,792, respectively. Selling expenses Our selling expenses mainly consist of payroll expense, share-based compensation expense related to selling and marketing functions, marketing and promotion expense, etc.
We utilize cloud computing infrastructure providers, AI technology service providers, and telecom operators to develop and operate our products. These infrastructure service providers offer Infrastructure as a Service (“IaaS”) and Platform as a Service (“PaaS”), upon which we build Software as a Service (“SaaS”) products such as AI Assist.
We utilize cloud computing infrastructure providers, AI technology service providers, and telecom operators to develop and operate our products. These infrastructure service providers offer IaaS and PaaS, upon which we build SaaS products such as AI Assist. Quality is of utmost importance in the products and services we provide.
The decrease in selling expense reflected the change in our marketing strategy responding to different business lines. General and administrative expenses The following table sets forth a breakdown of our general and administrative expenses by categories, expressed as an absolute amount and as a percentage of the total general and administrative expenses, for the periods indicated.
Research and development expenses The following table sets forth a breakdown of our research and development expenses by categories, expressed as an absolute amount and as a percentage of the total research and development expenses, for the periods indicated.
This strategy will allow us to sustain our engagement with existing BPO customers and enterprise users, and at the same time will enable us to enter new markets and foster partnerships with enterprise from banking, insurance and Internet sectors. 44 Our ability to expand in the BPO market and grow our customer base We intend to build strategic partnerships with leading BPO enterprises, which will help promote our crowdsourcing service platform, Helphub, and enhance our market position.
This strategy will allow us to sustain our engagement with existing BPO customers and enterprise users, and at the same time will enable us to enter new markets and foster partnerships with enterprise from banking, insurance and Internet sectors. 48 Our ability to expand in the BPO market and grow our customer base We intend to work with small and medium-sized businesses, particularly those located in North America and Southeast Asia, to expand our customer base for our AI+BPO business line.
For the years ended June 30, FY2024 FY2023 FY2022 US$ % US$ % US$ % Revenues 29,575,625 100.00 12,728,313 100.00 2,667,914 100.00 Cost of revenues (10,998,011 ) (37.19 ) (4,882,792 ) (38.36 ) (1,246,701 ) (46.73 ) Gross profit 18,577,614 62.81 7,845,521 61.64 1,421,213 53.27 Operating expenses: Selling expenses (97,984 ) (0.33 ) (50,830 ) (0.40 ) (99,817 ) (3.74 ) General and administrative expenses (4,979,382 ) (16.84 ) (1,625,887 ) (12.77 ) (340,625 ) (12.77 ) Research and development expenses (4,303,490 ) (14.55 ) (375,410 ) (2.95 ) - - Total operating expenses (9,380,856 ) (31.72 ) (2,052,127 ) (16.12 ) (440,442 ) (16.51 ) Operating income 9,196,758 31.09 5,793,394 45.52 980,771 36.76 Financial expenses, net (226,713 ) (0.77 ) (7,936 ) (0.06 ) (5,894 ) (0.22 ) Other income, net 1,007 - - - - - Income before income tax expense 8,971,052 30.32 5,785,458 45.46 974,877 36.54 Income tax expense (1,601,933 ) (5.42 ) (970,755 ) (7.63 ) (152,917 ) (5.73 ) Net income 7,369,119 24.90 4,814,703 37.83 821,960 30.81 46 Comparison of Years Ended June 30, 2024 and 2023 Revenues Our revenues increased by approximately US$16.85 million, or 132.36%, from US$12.73 million for the year ended June 30, 2023 to US$29.58 million for the year ended June 30, 2024.
For the fiscal years ended June 30, 2025 2024 FY2023 US$ % US$ % US$ % Revenues 34,856,807 100.00 29,575,625 100.00 12,728,313 100.00 Cost of revenues (15,732,419 ) (45.13 ) (10,998,011 ) (37.19 ) (4,882,792 ) (38.36 ) Gross profit 19,124,388 54.87 18,577,614 62.81 7,845,521 61.64 Operating expenses: Selling expenses (1,152,197 ) (3.31 ) (97,984 ) (0.33 ) (50,830 ) (0.40 ) General and administrative expenses (8,907,597 ) (25.55 ) (4,979,382 ) (16.84 ) (1,625,887 ) (12.77 ) Research and development expenses (6,316,962 ) (18.12 ) (4,303,490 ) (14.55 ) (375,410 ) (2.95 ) Total operating expenses (16,376,756 ) (46.98 ) (9,380,856 ) (31.72 ) (2,052,127 ) (16.12 ) Operating income 2,747,632 7.89 9,196,758 31.09 5,793,394 45.52 Financial expenses, net (112,311 ) (0.32 ) (226,713 ) (0.77 ) (7,936 ) (0.06 ) Other income, net (1,550 ) - 1,007 - - - Change in fair value of warrant liability (237,055 ) (0.68 ) - - - - Income before income tax expense 2,396,716 6.89 8,971,052 30.32 5,785,458 45.46 Income tax expense (538,146 ) (1.54 ) (1,601,933 ) (5.42 ) (970,755 ) (7.63 ) Net income 1,858,570 5.35 7,369,119 24.90 4,814,703 37.83 50 Use of Non-GAAP Financial Measures We consider adjusted net income, a non-GAAP financial measure, as a supplemental measure to review and assess our operating performance.
To date, we have financed our working capital requirements mainly from cash flow from operations and third-party borrowings. We had a cash balance of US$2,581,086 and US$142,401 as of June 30, 2024 and June 30, 2023. Our positive working capital was approximately US$10.63 million and US$1.60 million as of June 30, 2024 and June 30, 2023, respectively.
Liquidity and Capital Resources In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. To date, we have financed our working capital requirements mainly from cash flow from operations and third-party borrowings. We had a cash balance of US$152,051 and US$2,581,086 as of June 30, 2025 and June 30, 2024, respectively.
Capital Expenditures Our capital expenditures are incurred primarily in connection with the purchase or external development costs of intangible assets. We settled the payment of US$7.00 million to Youfei Shuke in September, 2023 for the acquisition of intangible assets which were incurred in April, 2022.
Our capital expenditures were US$14.65 million for the addition of intangible assets during the fiscal year ended June 30, 2025. In September 2023, we settled the payment of US$7.00 million to Youfei Shuke for the acquisition of intangible assets which were purchased in April 2022.
See Note 2—Summary of Significant Accounting Policies to our combined financial statements for the disclosure of these accounting policies.
Our critical accounting policies and practices include (1) revenue recognition, (2) credit losses and (3) income taxes. See Note 2—Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies.
The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations.
The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow.
Financial expenses, net We recorded US$7,936 and US$5,894 in financial expenses, net for the years ended June 30, 2023 and 2022, respectively. 52 Income tax expense As a result of our operating income position for the years ended June 30, 2023 and 2022, we incurred income tax expense of US$0.97 million and US$0.15 million for the years ended June 30, 2023 and 2022, respectively.
Income tax expense As a result of our operating income position for the fiscal years ended June 30, 2025 and 2024, we incurred income tax expense of US$0.54 million and US$1.60 million for such fiscal years, respectively.
Contingencies From time to time, we may become involved in litigation relating to claims arising in the ordinary course of the business. There are no claims or actions pending or threatened against us that, if adversely determined, would in our judgment have a material adverse effect on us.
There are no claims or actions pending or threatened against us that, if adversely determined, would in our judgment have a material adverse effect on us. Capital Expenditures Our capital expenditures are incurred primarily in connection with the purchase or external development costs of intangible assets.
It did not have taxable income and no income tax expense was provided for the years ended June 30, 2024, 2023 and 2022. Quantitative and Qualitative Disclosure about Market Risks Interest rate risk We are exposed to interest rate risk on our interest-bearing assets and liabilities.
It did not have taxable income and no income tax expense was provided for the fiscal years ended June 30, 2025, 2024, and 2023.
For the year ended June 30, 2022, our net cash provided by activities was US$0.08 million, which was primarily attributable to loans from related parties of US$0.20 million; offset by repayment of loans from related parties of US$0.11 million.
Financing activities For the fiscal year ended June 30, 2025, our net cash provided by financing activities was US$3.17 million, which was primarily attributable to proceeds from equity investments of US$2.6 million and cash inflow from reverse recapitalization of US$1.14 million; partly offset by repayment of loans from related parties of US$0.47 million, payment of deferred offering costs of US$0.21 million, repayment of sponsor loans of US$0.20 million, and repayment of a loan from a third party of US$0.20 million.
For the years ended June 30, 2024, 2023, and 2022, our general and administrative expenses were US$4,979,382, US$1,625,887 and US$340,625, respectively.
For the fiscal years ended June 30, 2025, 2024, and 2023, our general and administrative expenses were US$8,907,597, US$4,979,382, and US$1,625,887, respectively. We expect that our general and administrative expenses will continue to increase in absolute amount in the foreseeable future as we further grow our existing business lines.
We usually grant our customers a credit term between 180 days and 365 days in payment arrangements. Our days sales outstanding (“DSO”) was 221 days, 244 days and 169 days, for the years ended June 30, 2024, 2023, and 2022, respectively.
Our positive working capital was approximately US$4.68 million and US$10.63 million as of June 30, 2025 and June 30, 2024, respectively. We usually grant our customers a credit term between 180 days and 365 days in payment arrangements.
The significant increase was primarily attributable to: (i) the commencement of AI service in April, 2022, which only has three-month revenue contribution for the year ended June 30, 2022; (ii) the average monthly subscribed seats increased from 1,773 for the year ended June 30, 2022 to 2,192 for the year ended June 2023, which was driven by (i) our efforts in continuous optimization and development in our service and platform, (ii) our capabilities to increase overall cost performance for customers in their business management process, and (iii) the growing demands in professional technology services market. 50 Cost of revenues Our cost of revenues increased by approximately US$3.64 million, or 291.66%, from US$1.25 million for the year ended June 30, 2022 to US$4.88 million for the year ended June 30, 2023.
The increase in average monthly subscribed users was driven by (i) our efforts in continuous optimization and development in our service offerings and software platform, (ii) our abilities to improve overall cost performance for customers in their business management process, and (iii) the growing demand for AI software in the professional technology services market.
If our existing Singapore subsidiary or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. Emerging Growth Company Status As defined in Section 102(b)(1) of the JOBS Act, Helport AI is as an emerging growth company (“EGC”).
If our existing Singapore subsidiary or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. Critical Accounting Policies, Judgments and Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions.
Operating expenses Our operating expenses increased from US$2.05 million for the year ended June 30, 2023 to US$9.38 million for the year ended June 30, 2024, representing a period-on-period increase of 331.81%, primarily due to the following: Selling expenses The following table sets forth a breakdown of our selling expenses by categories, expressed as an absolute amount and as a percentage of the total selling expenses, for the periods indicated.
Cost of revenues related to AI+BPO services were US$187,436 and nil for the fiscal years ended June 30, 2025 and 2024, respectively. 52 Gross profit and margin The following table sets forth a breakdown of our gross profit, margin by revenue streams, expressed as an absolute amount and as a percentage of the total gross profit for the periods indicated.
Operating expenses Our operating expenses increased from US$0.44 million for the year ended June 30, 2022 to US$2.05 million for the year ended June 30, 2023, representing a period-on-period increase of 365.65%, primarily due to the following: 51 Selling expenses The following table sets forth a breakdown of our selling expenses by categories, expressed as an absolute amount and as a percentage of the total selling expenses, for the periods indicated.
In February 2024, we established the U.S. team, and by June 2025, it had expanded to 27 staff, among whom 11 were engaged in selling and marketing activities. 53 General and administrative expenses The following table sets forth a breakdown of our general and administrative expenses by categories, expressed as an absolute amount and as a percentage of the total general and administrative expenses, for the periods indicated.
Removed
Risk Factors” and elsewhere in this annual report . 43 Overview We are a pioneering and leading AI technology company based in Singapore dedicated to serving enterprises’ customer contact centers with intelligent products, solutions, and a digital platform, aiming to enhance communication efficiency with customers, streamline processes, and ensure consistent operations and customer satisfaction.
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Overview We are a global technology company serving enterprise clients with intelligent customer communication software and services. Our flagship software, AI Assist, is a real-time, AI-driven “co-pilot” providing intelligent guidance for customer contact professionals across industries such as banking, insurance, mortgage, and consumer financing.
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Our software, Helport AI Assist (“AI Assist”), provides tailored AI-powered guidance and oversight for contact center interactions and customer experience, with functions including Agent Assistant, Quality Assurance (“QA”) Assistant, Supervisor Assistant, and Knowledge Base Assistant.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeNon-Executive Directors Mr. Xiaoma (Sherman) Lu. Mr. Lu has served as an independent director of Helport AI since August 2024. Mr. Lu is a founding partner and has been a managing director of East Stone Capital Limited, a private equity firm focusing on emerging industries, since October 2017.
Biggest changeLu is a founding partner and has been a managing director of East Stone Capital Limited, a private equity firm focusing on emerging industries, since October 2017. From September 2023 to August 2024 when the Business Combination was consummated, Mr. Xiaoma (Sherman) Lu served as the Chief Executive Officer of Tristar Acquisition I Corp.
The initial determinations with respect to director and executive compensation after the Business Combination have not been determined by the compensation committee of the Helport AI Board. 2024 Equity Incentive Plan Under Helport AI’s 2024 Equity Incentive Plan, which we refer to herein as the “Incentive Plan,” a number of our Ordinary Shares equal to 15% of the aggregate number of our Ordinary Shares issued and outstanding immediately after the Closing, or 5,569,945 our Ordinary Shares, have been authorized for issuance pursuant to awards under the Incentive Plan.
The initial determinations with respect to director and executive compensation after the Business Combination have not been determined by the compensation committee of the Helport AI Board. 66 2024 Equity Incentive Plan Under Helport AI’s 2024 Equity Incentive Plan, which we refer to herein as the “Incentive Plan,” a number of our Ordinary Shares equal to 15% of the aggregate number of our Ordinary Shares issued and outstanding immediately after the Closing, or 5,569,945 our Ordinary Shares, have been authorized for issuance pursuant to awards under the Incentive Plan.
An award is deemed to be exercised when exercise notice has been given to Helport AI in accordance with the terms of the award by the person entitled to exercise the award and full payment for the shares with respect to which the award is exercised. Amendment, Suspension or Termination of the Incentive Plan.
An award is deemed to be exercised when exercise notice has been given to Helport AI in accordance with the terms of the award by the person entitled to exercise the award and full payment for the shares with respect to which the award is exercised. 67 Amendment, Suspension or Termination of the Incentive Plan.
The Incentive Plan permits the awards of share options, share appreciation rights, dividend equivalent rights, restricted shares, restricted share units, and other rights or benefits under the Incentive Plan. Authorized Shares .
Types of Awards. The Incentive Plan permits the awards of share options, share appreciation rights, dividend equivalent rights, restricted shares, restricted share units, and other rights or benefits under the Incentive Plan. Authorized Shares .
The Incentive Plan provides for an automatic evergreen increase feature, whereby the number of Shares available for issuance under this Plan will be increased automatically on the first day of each fiscal year beginning with the 2024 Fiscal Year and continuing until (and including) the 2033 fiscal year, in an amount equal to the lesser of (i) one point five (1.5%) of the aggregate number of Ordinary Shares issued and outstanding on the last day of the immediately preceding Fiscal Year and (ii) a number of Ordinary Shares determined by the Incentive Plan administrator. 62 Types of Awards.
The Incentive Plan provides for an automatic evergreen increase feature, whereby the number of Shares available for issuance under this Plan will be increased automatically on the first day of each fiscal year beginning with the 2024 Fiscal Year and continuing until (and including) the 2033 fiscal year, in an amount equal to the lesser of (i) one point five (1.5%) of the aggregate number of Ordinary Shares issued and outstanding on the last day of the immediately preceding Fiscal Year and (ii) a number of Ordinary Shares determined by the Incentive Plan administrator.
Lu served as an independent director on the board of Yango Group Co., Ltd. (000671.SZ), a China-based company principally engaged in real estate development. Mr. Lu received his bachelor’s and master’s degree in thermal engineering from Tsinghua University in Beijing, China and an MBA degree from Boston College. 61 Mr. Jun Ge . Mr.
Lu served as an independent director on the board of Yango Group Co., Ltd. (000671.SZ), a China-based company principally engaged in real estate development. Mr. Lu received his bachelor’s and master’s degree in thermal engineering from Tsinghua University in Beijing, China and an MBA degree from Boston College. Mr. Geoffrey Bonnycastle . Mr. Bonnycastle has experience in corporate management.
The Helport AI Board may amend, suspend, or terminate the Incentive Plan; provided, however, that no such amendment, suspension, or termination shall be made without the approval of the Helport AI’s shareholders to the extent such approval is required by applicable laws or if such amendment would change any of the provisions of the section of the Incentive Plan on the amendment, suspension or termination of the Incentive Plan. 63 Employment Agreements with Executive Officers Helport AI has entered into written employment agreements with each of its executive officers.
The Helport AI Board may amend, suspend, or terminate the Incentive Plan; provided, however, that no such amendment, suspension, or termination shall be made without the approval of the Helport AI’s shareholders to the extent such approval is required by applicable laws or if such amendment would change any of the provisions of the section of the Incentive Plan on the amendment, suspension or termination of the Incentive Plan.
Audit Committee Helport AI’s audit committee is composed of Mr. Jun Ge, Ms. Xinyue (Jasmine) Geffner, and Xiaoma (sherman) Lu with Mr. Jun Ge serving as chairperson. Helport AI’s Board has determined that all such directors meet the independence requirements under the rules of the Nasdaq and under Rule 10A-3 of the Exchange Act.
Audit Committee Helport AI’s audit committee is composed of Xinyue (Jasmine) Geffner, Xiaoma (Sherman) Lu, and Geoffrey Bonnycastle. Helport AI’s Board has determined that all such directors meet the independence requirements under the rules of the Nasdaq and under Rule 10A-3 of the Exchange Act.
Employees As of June 30, 2024, Helport had 52 employees, consisting of five founders, ten full-time employees, two consultants, 10 interns, and 14 outsourced technology staff. E. Share Ownership Ownership of Helport AI’s shares by its executive officers and directors upon consummation of the Business Combination is set forth in ITEM 7.A of this annual report.
Employees As of June 30, 2025, Helport had 348 employees, consisting of two founders, 302 full-time employees, nine consultants, eight interns and 26 outsourced technology staff members. E. Share Ownership Ownership of Helport AI’s shares by its executive officers and directors upon consummation of the Business Combination is set forth in ITEM 7.A of this annual report. 69
Nomination Committee Helport AI’s nomination committee is composed of Xiaoma (Sherman) Lu and Guanghai Li. The nomination committee is responsible for the assessment of the performance of the board, considering and making recommendations to the board with respect to the nominations or elections of directors, and other governance issues. Mr.
The nomination committee is responsible for the assessment of the performance of the board, considering and making recommendations to the board with respect to the nominations or elections of directors, and other governance issues. Compensation Committee Helport AI’s compensation committee is composed of Xiaoma (Sherman) Lu, Xinyue (Jasmine) Geffner, and Geoffrey Bonnycastle, with Xiaoma (Sherman) Lu serving as the chairperson.
Pursuant to employment agreements, we agreed to employ each of our executive officers for an initial term of one (1) year.
Employment Agreements with Executive Officers Helport AI has entered into written employment agreements with each of its executive officers. Pursuant to employment agreements, we agreed to employ each of our executive officers for an initial term of one (1) year.
Geffner received a bachelor’s degree in international marketing and finance from the City University of New York in February 1994 and an MBA degree from the Stern School of Business at New York University in September 1997. She is a Certified Public Accountant (CPA) in Washington State, USA and qualified as a CFA. B.
Geffner received a bachelor’s degree in international marketing and finance from Baruch College at the City University of New York in February 1994 and an MBA degree from the Stern School of Business at New York University in September 1997.
Each member of the audit committee is financially literate, in accordance with Nasdaq audit committee requirements, and possesses prior experience sitting in auditing committees of publicly listed companies. In arriving at this determination, the Helport AI Board examined each audit committee member’s scope of experience and the nature of their prior and/or current employment.
Each member of the audit committee is financially literate, in accordance with Nasdaq audit committee requirements, and possesses prior experience sitting in auditing committees of publicly listed companies.
From September 2023 to August 2024 when the Business Combination was consummated, Mr. Xiaoma (Sherman) Lu served as the Chief Executive Officer of Tristar Acquisition I Corp. From January 2017 to November 2017, Mr. Lu served as the executive vice president of Kangde Investment Group, a Chinese company engaging in new energy and financial services and capital investment.
From January 2017 to November 2017, Mr. Lu served as the executive vice president of Kangde Investment Group, a Chinese company engaging in new energy and financial services and capital investment. From May 2015 to December 2016, Mr.
Name Age Position Executive Officers Guanghai Li 56 Chief Executive Officer, Executive Director and Chairman Tao Ke 52 Chief Financial Officer Non-Executive Directors Xiaoma (Sherman) Lu 58 Independent Non-Executive Director Jun Ge 52 Independent Non-Executive Director Xinyue (Jasmine) Geffner 52 Independent Non-Executive Director Mr. Kia Hong Lim served as our independent director from August 2, 2024 to August 12, 2024.
Name Age Position Executive Officers Guanghai Li 56 Chief Executive Officer, Executive Director and Chairman Di Shen 55 Interim Chief Financial Officer and Executive Director Non-Executive Directors Xiaoma (Sherman) Lu 58 Independent Non-Executive Director Geoffrey Bonnycastle 52 Independent Non-Executive Director Xinyue (Jasmine) Geffner 52 Independent Non-Executive Director Executive Officers Mr. Guanghai Li. Mr.
She led the successful IPO of GreenTree Hospitality Group Limited (NYSE: GHG) in March 2018 and served as Chief Financial Officer from October 2017 to December 2018 at GreenTree. She served as a vice president in charge of corporate finance and development with Asia Pacific in LeEco from October 2016 to August 2017.
She served as the vice president in charge of corporate finance and development in Asia Pacific with LeEco from October 2016 to August 2017. Apart from the aforementioned work experiences, Ms. Geffner also has experiences working in regional and international banks such as ANZ Hong Kong, HSBC, and Crédit Agricole. Ms.
In 2000, Mr. Li received his master’s degree in Technology and Policy from the Massachusetts Institute of Technology. 60 Mr. Tao Ke. Mr. Ke has served as the Chief Financial Officer of Helport AI since August 2024. Mr. Ke has served as the Chief Financial Officer of Helport since January 2024. Mr.
In 2000, Mr. Li received his master’s degree in Technology and Policy from the Massachusetts Institute of Technology. 65 Ms. Di Shen. Ms. Di Shen has experience in accounting. She has been the secretary of the Company since July 2023. From June 2020 to June 2023, Ms. Shen served as a senior product director at Beijing Sincere Digits Co., Ltd.
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On August 12, 2024, Mr. Lim ceased to be a director due to his passing away. As of the date of this annual report, we are still actively and carefully vetting candidates for the vacancy on our board of directors. Executive Officers Mr. Guanghai Li. Mr.
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Ms. Shen obtained a master’s degree in accountancy from George Washington University in 2012, and a bachelor’s degree in economics from Xiamen University in 2009. Non-Executive Directors Mr. Xiaoma (Sherman) Lu. Mr. Lu has served as an independent director of Helport AI since August 2024. Mr.
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Ke has also served as the Managing Director of Strategy of Accenture plc from May 2017 to March 2023, where he architected business strategy for various technology, software and internet platforms, including designing and co-leading a $1 billion cross-selling program at a cloud platform and architecting a 10-year, multi-billion-dollar-per-year research and development strategy and technology roadmap for a high-tech company.
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He is the founder and has been the president at Alius Corporation since 1998. He obtained a master’s degree in political science from University of Toronto in 1989, and a bachelor’s degree in East Asian studies in 1985 from University of Toronto. Ms. Xinyue (Jasmine) Geffner . Ms.
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From June 2013 to May 2016, Mr. Ke was the founder and Chief Executive Officer of iKidsTV.com, where he oversaw the launching of an educational application for children. From November 2012 to May 2013, Mr.
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Geffner has served as an independent director of Helport AI since August 2024. Ms. Geffner has more than 20 years of experience in management, financing, fund raising and mergers and acquisitions. Ms. Geffner is currently an executive director and chief executive officer of Hang Sang (Siu Po) International Holding Company Limited (HKSE: 3626) since May 2025.
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Ke served as the Global Vice President and Head of Strategy of Greater China at the Walt Disney Company, where he led the company’s strategical development with regard to consumer licensing, TV, movie, and Disney English, and coordinated the opening of the Shanghai Disneyland Park. From June 2007 to October 2012, Mr.
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She is also the managing director and responsible officer of Hong Kong-based Austen Capital International Limited, a Securities and Futures Commission licensed corporation specializing in investment advisory and asset management. Ms. Geffner was previously an independent director of NWTN Inc. (Nasdaq: NWTN) from November 2022 to December 2024, Tristar Acquisition I Corp.
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Ke served as Principal at Booz & Company, where he led the development of strategy for various businesses and financial institutes. From June 2002 to May 2007, Mr. Ke served in several roles at Bain & Company, including as Senior Manager, where he developed the China business strategy for global businesses. From January 1999 to December 2001, Mr.
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(NYSE: TRIS) from August 2023 to August 2024, and China Finance Online Co. Limited (Nasdaq: JRJC) from May to November 2021, respectively.
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Ke served as Associate and Engagement Manager at McKinsey & Company, where he led strategy development for businesses in various sectors, including finance and energy. Mr. Ke received his bachelor’s degree in chemistry in 1993 from the University of Science and Technology and his Ph.D. degree in Computational and Biological Chemistry in 1998 from the Massachusetts Institute of Technology.
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She had served as chief financial officer of various listed companies, including (i) Dorsett Hospitality International Services Limited (part of Far East Consortium International Limited (HKSE: 035), from February 2019 to March 2025; (ii) GreenTree Hospitality Group Limited (NYSE: GHG), from October 2017 to December 2018; and (iii) Carnival Group International Holdings Limited (HKSE: 0996, delisted on December 7, 2023), from August 2014 to March 2016.
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Ge has served as an independent director of Helport AI since August 2024. Since December 2022, Mr. Ge has served as the Advisor to Chairman of Sun YeFang Economic Science Foundation and a director of Shanghai GUOYAN Wealth Management Research Institute. Since August 2022, he has served as a director of Business Operation Technologies PTE. LTD.
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She is a Certified Public Accountant of the American Institute of Certified Public Accountants and the Hong Kong Institute of Certified Public Accountants, and a Chartered Financial Analyst. B. Compensation For the fiscal year ended June 30, 2025, we paid an aggregate of $323,548 as compensation to our executive officers and directors.
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From August 2018 to December 2022, he served as an executive director of China Institute for Innovation & Development Strategy. He acted as the President of Pudong Innovation Institute and joined Shanghai Advanced Institute of Finance, Shanghai Jiao Tong University as Associate Dean in 2017. Prior to that, Mr.
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None of our non-employee directors have any service contracts with us that provide for benefits upon termination of directorship. We have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers.
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Ge worked at China Europe International Business School as the Administrative Manager, Deputy Director of Corporate and Public Affairs Department, Director of the President Office, the Secretary General of Foundation, and the Assistant President. Mr. Ge has also been an independent non-executive director and member of the audit committee of China Mengniu Dairy Co. Ltd.
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In arriving at this determination, the Helport AI Board examined each audit committee member’s scope of experience and the nature of their prior and/or current employment. 68 Nomination Committee Helport AI’s nomination committee is composed of Xinyue (Jasmine) Geffner, Xiaoma (Sherman) Lu, and Guanghai Li, with Guanghai Li serving as the chairperson.
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(2319.HK) since December 2021, as an independent director of Shenzhen Aisidi Co., Ltd. (Shenzhen Stock Exchange:002416) since October 2022, and as an independent director and member of the audit committee of Huize Holding Limited since February 2020. Mr. Ge was an independent director of Focus Media Information Technology Co., Ltd. (Shenzhen Stock Exchange:002027) from February 2019 to November 2021. Mr.
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Ge was also an independent director of Meinian Onehealth Healthcare Holdings Co., Ltd. (Shenzhen Stock Exchange: 002044) from October 2018 to October 2021. Mr. Ge received his bachelor’s in science degree in physical chemistry from Xiamen University in July 1993. Ms. Xinyue (Jasmine) Geffner . Ms. Geffner has served as an independent director of Helport AI since August 2024. Ms.
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Geffner is Chief Financial Officer of Dorsett Hospitality International Services Limited (part of HKSE: 0035.HK) since February 2019. She has been a director and the audit committee chair of China Finance Online Co. Limited (Nasdaq: JRJC) since May 2021. Ms.
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Geffner has been an independent director and the audit committee chair of Tristar Acquisition I Corp (NYSE:TRIS) since August 2023 and an independent director of NWTN INC. and sits on the compensation committee as well as the strategy and environmental social and governance (ESG) committee since November 2022.
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She was an independent director of AG Semiconductor (Hong Kong) Ltd. from April 2013 to April 2017. From August 2014 to March 2016, she served as Chief Financial Officer of Carnival Group International Holdings Limited (HKSE: 0996.HK). From November 2008 to January 2011, she served as a director of corporate and institutional banking in ANZ Hong Kong.
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From March 2005 to February 2008, she worked for HSBC as a head of China business development and as a vice president of the consumer and retail group in New York. Ms.
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Compensation For the fiscal year ended June 30, 2024, none of Helport AI’s directors or executive officers has received any compensation for services rendered, and no cash compensation has accrued to Helport AI’s director and executive officers who were employed by Helport AI or its subsidiaries.
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Kia Hong Lim served as the chairperson of the nomination committee from August 2, 2024 to August 12, 2024. On August 12, 2024, Mr. Lim ceased to be a member of the nomination committee due to his passing away.
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We are actively and carefully vetting candidates for a director nominee position, whom we expect will fill the vacancy on the nomination committee. 64 Compensation Committee Helport AI’s compensation committee is composed of Xiaoma (Sherman) Lu, Xinyue (Jasmine) Geffner, and Jun Ge, with Xiaoma (Sherman) Lu serving as chairperson.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeLtd. $ 3,638 $ - $ - Yu Fan $ - $ 45,102 $ 114,465 (b) Helport had the following balances with related parties: As of June 30, 2024 2023 Amount due to related parties: Ufintek Group Pte. Ltd.
Biggest changeLtd. $ 74,261 $ 3,638 $ - Yu Fan $ 109,961 $ - $ 45,102 Michelle Zhang $ 199,582 $ - $ - Stony Holdings Limited $ 84,991 $ - $ - 71 (b) Helport had the following balances with related parties: As of June 30, 2025 2024 Amount due to related parties: Chunyi Hao (1) $ 1,300,000 $ - Michelle Zhang (2) 764,447 - Ufintek Group Pte.
The business addresses of Navy Sail International Limited and Chunyi (Charlie) Hao is 2 Burlington Woods Drive, Suite 100, Burlington, MA 01803. B. Related Party Transactions Employment Agreements and Indemnification Agreements See “ITEM 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements with Executive Officers.” Share Incentive Plans See “ITEM 6. Directors, Senior Management and Employees—B.
The business addresses of Navy Sail International Limited and Chunyi (Charlie) Hao is 2 Burlington Woods Drive, Suite 100, Burlington, MA 01803. 70 B. Related Party Transactions Employment Agreements and Indemnification Agreements See “ITEM 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements with Executive Officers.” Share Incentive Plans See “ITEM 6. Directors, Senior Management and Employees—B.
Compensation—2024 Equity Incentive Plan.” 66 Helport Related Party Transactions The table below sets forth the major related parties and their relationships with Helport as of June 30, 2024, 2023 and 2022: No. Related Parties Relationship 1 Ufintek Group Pte. Ltd. Wang Yizhou, Financial Director of Helport Singapore, serves as the Executive Director of Ufintek Group Pte.
Compensation—2024 Equity Incentive Plan.” Helport Related Party Transactions The table below sets forth the major related parties and their relationships with Helport as of June 30, 2025, 2024, and 2023: No. Related Parties Relationship 1 Ufintek Group Pte. Ltd. Wang Yizhou, Financial Director of Helport Singapore, serves as the Executive Director of Ufintek Group Pte.
(1) Represents 19,410,760 Ordinary Shares held by Helport Holdings Limited, a British Virgin Islands company wholly owned by Helport Z Limited, a British Virgin Islands company and controlled by the Silver Ocean Trust, of which Fan Yu is the settlor with the power to direct the trustee with respect to the exercise of any voting and other rights attached to the shares held by Helport Holdings Limited in Helport AI.
(1) Represents 19,388,669 Ordinary Shares held by Helport Holdings Limited, a British Virgin Islands company wholly owned by Helport Z Limited, a British Virgin Islands company and controlled by the Silver Ocean Trust, of which Fan Yu is the settlor with the power to direct the trustee with respect to the exercise of any voting and other rights attached to the shares held by Helport Holdings Limited in Helport AI.
(2) On March 15, 2024, the Group entered into Line of Credit Agreements with two existing shareholders, Hades Capital Limited and Stony Holdings Limited (collectively “Helport Shareholders”), which provides us with unsecured lines of credit in the principal maximum amount of $4,000,000 and $2,000,000, respectively.
(5) On March 15, 2024, the Group entered into Line of Credit Agreements with two existing shareholders, Hades Capital Limited and Stony Holdings Limited (collectively, “Helport Shareholders”), which provide the Group with unsecured lines of credit in the principal maximum amount of $4,000,000 and $2,000,000, respectively.
The shares beneficially owned include: (i) 715,125 Ordinary Shares held by Navy Sail International Limited, a British Virgin Islands company wholly owned by Mr. Hao, who has voting and dispositive control over the securities owned by Navy Sail International Limited; and (ii) 2,192,375 Ordinary Shares held directly by Mr. Hao.
The shares beneficially owned include: (i) 715,125 Ordinary Shares held by Navy Sail International Limited, a British Virgin Islands company wholly owned by Mr. Hao, who has voting and dispositive control over the securities owned by Navy Sail International Limited; and (ii) 2,022,875 Ordinary Shares held directly by Mr. Hao.
(2) Represents 2,974,389 Ordinary Shares held by Hades Capital Limited, a British Virgin Islands company wholly owned by Ying Chen, who has voting and dispositive control over the securities owned by Hades Capital Limited.
(2) Represents 2,971,003 Ordinary Shares held by Hades Capital Limited, a British Virgin Islands company wholly owned by Ying Chen, who has voting and dispositive control over the securities owned by Hades Capital Limited.
(3) Represents 2,523,387 Ordinary Shares held by Asymptotica Limited, a British Virgin Islands company wholly owned by Shuangchi He, who has voting and dispositive control over the securities owned by Asymptotica Limited.
(3) Represents 2,520,515 Ordinary Shares held by Asymptotica Limited, a British Virgin Islands company wholly owned by Shuangchi He, who has voting and dispositive control over the securities owned by Asymptotica Limited.
The principal indebtedness under the Line of Credit Agreements will mature on the third anniversary of the date the Line of Credit Agreements were entered into, at an interest rate of 0% per annum. As of June 30, 2024, an aggregate of $84,991 was drawn from such lines of credit. 67 C. Interests of Experts and Counsel Not applicable.
The principal indebtedness under the Line of Credit Agreements will mature on the third anniversary of the date the Line of Credit Agreements were entered into, at an interest rate of 0% per annum. As of June 30, 2024, an aggregate of $84,991 was drawn from such lines of credit.
(4) Represents 2,135,188 Ordinary Shares held by Extra Technology Limited, a British Virgin Islands company wholly owned by Cong Shi, who has voting and dispositive control over the securities owned by Extra Technology Limited. (5) Represents 2,907,500 Ordinary Shares beneficially owned by Chunyi (Charlie) Hao.
(4) Represents 1,932,758 Ordinary Shares held by Extra Technology Limited, a British Virgin Islands company wholly owned by Cong Shi, who has voting and dispositive control over the securities owned by Extra Technology Limited. (5) Represents 2,738,000 Ordinary Shares beneficially owned by Chunyi (Charlie) Hao.
Major Shareholders The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this annual report by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding shares; ● each of our officers and directors; and ● all our officers and directors as a group. 65 The calculations in the table below are based on 37,132,968 Ordinary Shares issued and outstanding as of the date of this annual report.
Major Shareholders The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this annual report by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding shares; ● each of our officers and directors; and ● all our officers and directors as a group.
Ltd. $ - $ 561,703 $ 18,229 Yu Fan $ 269,986 $ 7,356 $ 178,159 Advance payment from a related party Wang Yizhou $ - $ 1,524 $ - Reimbursement for advance payment from a related party Wang Yizhou $ 1,524 $ - $ - Service fees paid to a related party Wang Yizhou $ - $ 751 $ - Loans repayment to related parties Ufintek Group Pte.
Ltd. $ - $ - $ 561,703 Yu Fan $ - $ 269,986 $ 7,356 Michelle Zhang $ 545,576 $ - $ - Advance payment from a related party Wang Yizhou $ - $ - $ 1,524 Reimbursement for advance payment from a related party Wang Yizhou $ - $ 1,524 $ - Yu Fan $ 160,025 $ - $ - Service fees paid to a related party Wang Yizhou $ - $ - $ 751 Loans repayment to related parties Ufintek Group Pte.
Name and Address of Beneficial Owner* Number of Ordinary Shares % of Ordinary Shares Directors and Executive Officers Post-Business Combination: Guanghai Li - - Tao Ke - - Xiaoma (Sherman) Lu - - Jun Ge - - Xinyue (Jasmine) Geffner - - All directors and executive officers as a group 0 0 % Five Percent Holders: Helport Holdings Limited (1) 19,410,760 52.27 % Hades Capital Limited (2) 2,974,389 8.01 % Asymptotica Limited (3) 2,523,387 6.80 % Extra Technology Limited (4) 2,135,188 5.75 % Chunyi (Charlie) Hao (5) 2,907,500 7.83 % * Unless otherwise noted, the business address of each of the following entities or individuals is 9 Temasek Boulevard #07-00, Suntec Tower Two, Singapore 038989.
Name and Address of Beneficial Owner* Number of Ordinary Shares % of Ordinary Shares Directors and Executive Officers Post-Business Combination: Guanghai Li - - Di Shen - - Xiaoma (Sherman) Lu - - Geoffrey Bonnycastle - - Xinyue (Jasmine) Geffner - - All directors and executive officers as a group 0 0 % Five Percent Holders: Helport Holdings Limited (1) 19,388,669 51.80 % Hades Capital Limited (2) 2,971,003 7.94 % Asymptotica Limited (3) 2,520,515 6.73 % Extra Technology Limited (4) 1,932,758 5.40 % Chunyi (Charlie) Hao (5) 2,738,000 7.07 % * Unless otherwise noted, the business address of each of the following entities or individuals is 9 Temasek Boulevard #07-00, Suntec Tower Two, Singapore 038989.
Yizhou Wang Financial Director of Helport Singapore (a) Helport entered into the following transactions with related parties: For the years ended June 30, 2024 2023 2022 Nature Loan from related parties Stony Holdings Limited $ 84,991 $ - $ - Ufintek Group Pte.
Chunyi Hao Shareholder of Helport AI Limited (a) Helport entered into the following transactions with related parties: For the fiscal years ended June 30, 2025 2024 2023 Nature Loan to a related party Helport (Thailand) Co., Ltd $ 10,372 $ - $ - Loan from related parties - - Stony Holdings Limited $ - $ 84,991 $ - Ufintek Group Pte.
Ltd. 2 Stony Holdings Limited Shareholder of the Company 3 Ms. Fan Yu Chairman of the Board of Directors of the Company 4 Ms.
Ltd. 2 Stony Holdings Limited Shareholder of Helport AI Limited 3 Ms. Fan Yu Chairman of the Board of Directors of Helport Limited 4 Ms. Yizhou Wang Financial Director of Helport Singapore 5 Helport (Thailand) Co., Ltd Equity investments with 49% shareholding 6 Ms. Michelle Zhang Spouse of key management 7 Mr.
Removed
(1) $ 604,084 $ 584,558 Yu Fan (1) 276,701 6,715 Stony Holdings Limited (2) 84,991 - Wang Yizhou (1) - 1,524 Total $ 965,776 $ 592,797 (1) The balance represents the advance funds received from related parties for daily operational purposes.
Added
The calculations in the table below are based on 37,430,968 Ordinary Shares issued and outstanding as of the date of this annual report.
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Ltd. (3) 558,213 604,084 Yu Fan (3) 6,715 276,701 Helport (Thailand) Co., Ltd (4) 30,181 - Stony Holdings Limited (5) - 84,991 Total $ 2,659,556 $ 965,776 (1) As of the Closing Date, US$1,500,000 remained outstanding under the Tristar promissory notes held by Mr. Chunyi Hao. In connection with the closing of the Business Combination, Tristar, the Company, and Mr.
Added
Chunyi Hao, entered into a letter agreement, pursuant to which the Tristar promissory notes were forgiven by Mr. Chunyi Hao in exchange for the issuance of new promissory notes issued by the Company in the aggregate principal amount of $1,500,000 (the “New Promissory Notes”). The New Promissory Notes are unsecured and shall be due and payable on August 2, 2025.
Added
The New Promissory Notes do not bear any interest pursuant to the terms of the related contract. As of the date of this annual report, the Group was engaged in negotiations with Mr. Chunyi Hao to work out an arrangement for overdue payments. As of June 30, 2025, the outstanding aggregate principal of the New Promissory Notes was $1,300,000.
Added
(2) The balance represents the amount outstanding from the interest-bearing loan provided by the related party, with an annual interest rate of 5.5%. (3) The balance represents the advance funds received from related parties for daily operational purposes. (4) The balance represents the capital contribution that the Company is obligated to pay to related parties.
Added
As of June 30, 2025, the Group had fully settled the outstanding balance. As of June 30, 2025 2024 2023 Amount due from a related party: Michelle Zhang (1) $ 10,372 $ - $ Total $ 10,372 $ - $ - (1) The balance represents the advance funds paid on behalf of the related party for its daily operational purposes.
Added
C. Interests of Experts and Counsel Not applicable. 72